Mar 31, 2014
Dear Members,
The Directors hereby present the TWENTY SECOND ANNUAL REPORT together
with the Audited Accounts of the company for the financial year ended
31st March, 2014.
FINANCIAL HIGHLIGHTS: Rs. in lakhs
PARTICULARS 2013-14 2012-13
Gross Income 2229.70 1944.38
Total expenditure 2016.03 1779.85
Profit before Interest & Depreciation 213.57 190.98
Interest 54.56 39.90
Depreciation 29.90 26.45
Profit before Exceptional items 129.11 124.63
Less: Exceptional items 11.68 0
Profit before Tax 117.43 124.63
Current Tax 25.89 24.93
Deferred tax 1.12 15.50
Profit/(Loss) after tax 90.42 84.20
Balance carried forward from previous years 250.63 166.43
Balance carried forward to Balance sheet 341.06 250.63
OPERATIONS AND PERFORMANCE:
During the year under review, your company has seen a growth in
revenue. The Company has generated income of Rs.2229.70 Lakhs during
the current year as compared to Rs. 1944.38 Lakhs during the previous
year an increase of 14.67 % and net profit stood at Rs. 90.42 Lakhs.
There is a marginal improvement in the Net Profit during the period
under review.
DIVIDEND:
In view of the inadequate profits, your Directors do not recommend any
dividend for the financial year 2013- 14.
SUBSIDIARY COMPANY
In order to execute the proposed a 350 MW Super Critical Power Project,
the company incorporated Wholly owned Subsidiary M/s VSF Energy
Projects Private Limited on 07th March, 2011.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of Your Company with that of its
Wholly owned Subsidiary M/s. VSF Energy Projects Private Limited is
provided in the Annual Report. The annual accounts of the subsidiary
and the related detailed information shall be made available to members
seeking such information at any point of time. The annual accounts of
the VSF Energy Projects Private Limited shall also be kept for
inspection by any of the members at the administrative and registered
office of the Company. Information pursuant to section 212 of the
Companies Act, 1956, relating to subsidiary company, is annexed to this
report.
FIXED DEPOSITS:
The company has neither accepted nor renewed any deposits falling
within the provisions of Section 58A of the Companies Act, 1956 read
with the Companies (Acceptance of Deposits) Rules, 1975 from the public
during the financial year.
During the period under review, Mr J Srikanth Babu and Mr A Satya
Prasad have resigned as Directors of the company due to their personal
reasons.
In accordance with the Provisions of Section 152 of the Companies Act,
2013 Smt Vijaya Lakshmi, retire at the ensuing Annual General Meeting
and being eligible, offered herself for re-appointment The Company had,
pursuant to the provisions of Clause 49 of the Listing Agreement
entered with the Stock Exchanges, appointed Sri Gen C R Sen Gupta as
Independent Director in compliance with the requirements of the said
clause.
As per the provisions of Section 149(4) which has come into force with
effect from 1st April, 2014, every listed company is required to have
at least one-third of the total number of Directors as Independent
Directors. Further, Section 149(10) of the Act provides that an
Independent Director shall hold office for a term up to five
consecutive years on the Board of a company and is not liable to retire
by rotation pursuant to Section 149(13) read with Section 152 of the
Act.
The Securities and Exchange Board of India (SEBI) has amended Clause 49
of the Listing Agreement which would be effective from October 1, 2014
inter alia stipulates the conditions for the appointment of Independent
Directors by a listed company.
The Nomination & Remuneration Committee has recommended the
appointments of these Directors as Independent Directors to hold office
for five consecutive years for a term with effect 31st December 2014
upto 30th December 2019.
The above Independent Director have given a declaration to the Board
that he meets the criteria of independence as provided under Section
149 (6) of the Act. In the opinion of the Board, the above Independent
Director fulfill the conditions specified in the Act and the Rules made
there under for appointment as Independent Director and is independent
of the management.
In compliance with the provisions of Section 149 read with Schedule IV
of the Act, the appointment of the above Directors as Independent
Directors is now being placed before the Members in General Meeting for
their approval.
The terms and conditions of appointment of Independent Directors shall
be open for inspection by the Members at the Registered Office of the
Company on all working days except Saturdays, during business hours
upto the date of the Meeting.
The Board commends the Ordinary Resolutions set out in Items Nos. 4 of
the Notice for approval by the Members.
The above Independent Director is interested in this Resolutions with
regard to his appointment.Other than the above Independent Director, no
other Director, Key Managerial Personnel or their relatives are
concerned or interested in the Resolutions mentioned in Items No.4 of
the Notice.
AUDITORS:
M/s. Ramana Reddy & Associates, Chartered Accountants, Hyderabad, the
Statutory Auditors of the Company retire at the conclusion of ensuing
Annual General Meeting & being eligible, offer themselves for
re-appointment. They have furnished a certificate stating that their
re-appointment, if made, will be within the limits laid down under
Section 141 of the Companies Act, 2013.
The Board recommends their appointment as the Statutory Auditor of the
Company for a period of 3 years that is from the conclusion of 22nd AGM
to the conclusion of 25th AGM of the Company subject to approval of
members at every AGM
PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are required to be furnished
under Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of employees) Rules, 1975, and as amended from time to
time as remuneration of none of the employees is in excess of
Rs.5,00,000/- per month, if employed for the part of year or
Rs.60,00,000/75,00,000/- per annum during the financial year 2013-14.
The Directors of your Company hereby report:
(i) That in the preparation of Annual Accounts for the financial year
ended 31st March, 2014, the applicable accounting standards have been
followed along with the proper explanation relating to material
departures, if any, there from;
(ii) That the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period:
(iii) That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities
(iv) That the directors have prepared the annual accounts for the
financial year ended 31st March 2014 on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of the
particulars in the report of the Board of Directors) Rules, 1988 are
given as Annexure A and forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report, pursuant to Clause 49 of the
Listing Agreement forms part of this Report and is annexed hereto.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance enunciated in Clause
49 of the Listing Agreement with the Stock Exchanges. A separate report
on Corporate Governance is annexed herewith, as a part of the Annual
Report along with the Auditor''s Certificate on its compliance.
LISTING:
Your Company''s shares are presently listed on The Bombay Stock Exchange
Limited, Mumbai.
ACKNOWLEDGEMENTS:
Your directors acknowledge the continued support from its management
and staff. Your Directors also wish to thank its customers, vendors,
banks, service providers as well as regulatory and government
authorities for their support and cooperation.
BY THE ORDER OF THE BOARD
For VSF PROJECTS LIMITED
B N MURTHY B. VIJAYA LAKSHMI
Managing Director Director
(DIN: 00073068) (DIN: 01496696)
Place: Hyderabad
Date: 03.12.2014
Mar 31, 2012
The Directors hereby present the TWENTIETH ANNUAL REPORT together with
the Audited Accounts of the company for the financial year ended 31st
March, 2012.
FINANCIAL HIGHLIGHTS:
The performance of the company for the financial year ended 31st March,
2012 is summarized below.
(Rupees In Lakhs)
PARTICULARS 2011-12 2010-11
Gross Income 1822.58 1735.42
Total expenditure 1686.22 1603.52
Profit before Interest &
Depreciation 172.09 185.22
Interest 10.68 31.66
Depreciation 25.05 21.65
Profit before tax 136.36 131.89
Current Tax 27.28 24.45
Deferred tax 15.71 15.10
Profit/(Loss) after tax 93.36 92.33
Balance Carried forward from
previous years 73.07 -19.26
Balance Carried forward to
Balance Sheet 166.43 73.07
OPERATIONS AND PERFORMANCE:
During the year under review, your company has seen all round growth in
revenues and profitability. The Company has generated income of Rs.
1822.58 Lakhs during the current year as compared to Rs. 1735.42 Lakhs
during the previous year an increase of 5.02 % and net profit stood at
Rs. 93.36 Lakhs as compared to Rs.92.33 Lakhs during the previous year
an increase of 1.12 %. The company was able to achieve higher profits
on account effective cost control and economies of scale.
DIVIDEND:
In view of the inadequate profits, your Directors do not recommend any
dividend for the financial year 2011-12.
SUBSIDIARY COMPANY
In order to execute the proposed 350 MW Super Critical Tolling Power
Project, which has been estimated total cost of Rs. 1934.32 Crores, the
company incorporated Wholly owned Subsidiary
i.e. M/s VSF Energy Projects Private Limited on 07th March, 2011. The
Company has taken approval of the members of the Company by passing
special resolution through the Postal Ballot to hive off its Power
Project situated at Ankulapatur Village, SPSR Nellore District to the
subsidiary, along with all the approvals, clearances and licenses.
The Company has obtained the Environment Clearance from State Level
Environment Impact Assessment Authority, Andhra Pradesh, Government of
India (MOEF) and Consent For Establishment (CFE) from Andhra Pradesh
Pollution Control Board (APPCB), Hyderabad.
The Company has invited bids for BOP and BTG packages from suppliers/
contractors.
Power Finance Corporation Limited has given in principle approval to
provide the Financial Assistance of 30% of the total project cost i.e.
Rs. 580.00 Crores. For the balance the Company is approaching various
Banks/Financial Institutions.
Subsidiary company's accounts have been attached as consolidated with
the accounts of holding company for the FY 2011-12.
Information pursuant to section 212 of the Companies Act, 1956,
relating to subsidiary company, is annexed to this report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statement of your company with that of its
wholly owned subsidiary VSF Energy Projects Private Limited is provided
in the Annual Report. The annual accounts of the subsidiary and the
related detailed information shall be made available to members seeking
such information at any point of time. The annual accounts of the VSF
Energy Projects Private Limited shall also be kept for inspection by
any of the members at the administrative and registered office of the
company.
FIXED DEPOSITS:
The company has neither accepted nor renewed any deposits falling
within the provisions of Section 58A of the Companies Act, 1956 read
with the Companies (Acceptance of Deposits) Rules, 1975 from the public
during the financial year.
DIRECTORS:
Sri. G.S. Ramachandra Rao and Sri. J. Srikanth Babu retire at the
ensuing Annual General Meeting and being eligible, offers themselves
for re- appointment.
AUDITORS:
M/s. Ramana Reddy & Associates (Formerly known as AM Reddy & Co.),
Chartered Accountants, Hyderabad, the Statutory Auditors of the Company
retire at the conclusion of ensuing Annual General Meeting & being
eligible, offer themselves for re-appointment. They have furnished a
certificate stating that their re- appointment, if made, will be within
the limits laid down under Section 224(1B) of the Companies Act, 1956.
The Board recommends their re- appointment for the FY 2012-13.
PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are required to be furnished
under Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of employees) Rules, 1975, and as amended from time to
time as remuneration of none of the employees is in excess of Rs.
5,00,000/- per month, if employed for the part of year or
Rs.60,00,000/- per annum during the financial year 2011-12.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors of your Company hereby report:
(i) that in the preparation ofAnnual Accounts for the financial year
ended 31st March, 2012, the applicable accounting standards have been
followed along with the proper explanation relating to material
departures, if any, there from;
(ii) that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period:
(iii) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities
(iv) that the directors have prepared the annual accounts for the
financial year ended 31st March 2012 on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of the
particulars in the report of the Board of Directors) Rules, 1988 are
given as Annexure A and forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report, pursuant to Clause 49 of the
Listing Agreement forms part of this Report and is annexed hereto.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices
Incon ferity with the Code of Corporate Governance enunciated in Clause
49 of the Listing Agreement with the Stock Exchange. A separate report
on Corporate Governance is annexed herewith, as a part of the Annual
Report along with the Auditor's Certificate on its compliance.
LISTING:
Your Company's shares are presently listed on The Bombay Stock
Exchange Limited, Mumbai.
ACKNOWLEDGEMENTS:
Your directors acknowledge the continued support
from its management and staff. Your Directors also wish to thank its
customers, vendors, banks, service providers as well as regulatory and
government authorities for their support and cooperation.
BY THE ORDER OF THE BOARD
For VSF PROJECTS LIMITED
Sd/- Sd/-
(B. VIJAYA LAKSHMI) (B.N. MURTHY)
Director Managing Director
Place: Hyderabad
Date : 03-09-2012
Mar 31, 2011
Dear Members,
The Directors hereby present the NINETEENTH ANNUAL REPORT together
with the Audited Accounts of the company for the financial year ended
31ST March, 2011.
FINANCIAL HIGHLIGHTS:
The performance of the company for the financial year ended 31st March,
2011 is summarized below.
(Rupees In Lakhs)
PARTICULARS 2010-11 2009-10
Gross Income 1735.42 1121.33
Total expenditure 1603.52 1026.42
Profit before Interest & Depreciation 170.48 99.58
Interest 16.93 5.46
Depreciation 21.65 9.35
Profit before tax 131.89 80.08
Current Tax 24.45 11.51
Deferred tax 15.10 14.72
Profit/(Loss) after tax 92.33 53.84
Balance Carried forward from
previous years -19.26 -73.11
Balance Carried forward to
Balance Sheet 73.07 -19.26
OPERATIONS AND PERFORMANCE:
During the year under review, your company has seen all round growth in
revenues and profitability. The Company has generated income of
Rs.1735.42 Lakhs during the current year as compared to Rs.1121.33
Lakhs during the previous year an increase of 54.76% and net profit
stood at Rs.92.33 as compared to Rs.53.84 Lakhs during the previous
year an increase of 71.47%. The company was able to achieve higher
profits on account effective cost control and economies of scale.
The shareholders of the Company have through postal ballot accorded
approval to the Board of Directors for hiving of the proposed 350 MW
Super Critical Thermal Power Project to its Wholly owned Subsidiary M/s
VSF Energy Projects Private Limited as Slump Sale under section 293 (1)
(a) of the Companies Act, 1956. The results of the postal ballot were
announced on 08th June, 2011.
DIVIDEND:
In view of the inadequate profits, your Directors do not recommend any
dividend for the financial year 2010-11.
Re Issue of Forfeited Shares :
During the year the Board of Directors of the Company at its meeting
held on July 01, 2010, have reissued 5,15,400 equity at Rs. 12.50/- per
share, to Non Promoters, which were earlier forfeited by the Board for
nonpayment of call monies. The Company has applied for listing
permission to BSE and is waiting for the approval of the same.
SUBSIDIARY COMPANY
In order to execute the proposed 350 MW Super Critical Thermal Power
Project, the company incorporated Wholly owned Subsidiary M/s VSF
Energy Projects Private Limited on 07th March, 2011.
Since the company was incorporated in the last month of the financial
year, no accounts have been made for the said subsidiary for the FY
2010 -11, Statement u/s 212 of the companies Act, 1956.
FIXED DEPOSITS:
The company has neither accepted nor renewed any deposits falling
within the provisions of
Section 58A of the Companies Act, 1956 read with the Companies
(Acceptance of Deposits) Rules, 1975 from the public during the
financial year.
DIRECTORS:
Smt. B. Vijaya Lakshmi and Sri C.R. Sen Gupta retire at the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment.
AUDITORS:
M/s. Ramana Reddy & Associates (Formerly known as AM Reddy & Co.),
Chartered Accountants, Hyderabad, the Statutory Auditors of the Company
retire at the conclusion of ensuing Annual General Meeting & being
eligible, offer themselves for re-appointment. They have furnished a
certificate stating that their re- appointment, if made, will be within
the limits laid down under Section 224(1B) of the Companies Act, 1956.
The Board recommends their re- appointment for the FY 2011-12.
PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are required to be furnished
under Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of employees) Rules, 1975, and as amended from time to
time as remuneration of none of the employees is in excess of
Rs.5,00,000/- per month, if employed for the part of year or
Rs.60,00,000/- per annum during the financial year 2010-11.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors of your Company hereby report:
(i) That in the preparation of Annual Accounts for the financial year
ended 31st March, 2011, the applicable accounting standards have been
followed along with the proper explanation relating to material
departures, if any, there from;
(i) That the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period:
(iii) That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities
(iv) That the directors have prepared the annual accounts for the
financial year ended 31st March 2011 on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of the
particulars in the report of the Board of Directors) Rules, 1988 are
given as Annexure A and forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report, pursuant to Clause 49 of the
Listing Agreement forms part of this Report and is annexed hereto.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance enunciated in Clause
49 of the Listing Agreement with the Stock Exchanges. A separate report
on Corporate Governance is annexed herewith, as a part of the Annual
Report along with the Auditor's Certificate on its compliance.
LISTING:
Your Company's shares are presently listed on The Bombay Stock Exchange
Limited, Mumbai.
ACKNOWLEDGEMENTS:
Your directors acknowledge the continued support from its management
and staff. Your Directors also wish to thank its customers, vendors,
banks, service providers as well as regulatory and government
authorities for their support and cooperation.
BY THE ORDER OF THE BOARD
For VSF PROJECTS LIMITED
Sd/- Sd/-
(B. VIJAYA LAKSHMI) (B.N. MURTHY)
Director Managing Director
Place: Hyderabad
Date : 25.08.2011
Mar 31, 2010
The Directors hereby present the EIGHTEENTH ANNUAL REPORT together
with the Audited Accounts of the company for the financial year ended
31st March, 2010.
FINANCIAL HIGHLIGHTS:
The performance of the company for the financial year ended 31st March,
2010 is summarized below.
(Rupees In Lakhs)
PARTICULARS 2009-10 2008-09
Gross Income 1121.33 954.46
Total expenditure 1026.42 881.62
Profit before Interests Depreciation 99.58 72.84
Interest 5.46 1.70
Depreciation 9.35 4.02
Profit before tax 80.08 67.12
Current Tax 11.51 6.34
Deferred tax 14.72 -15.78
Fringe Benefit tax 0.00 0.25
Profit/(Loss) after tax 53.84 76.30
Capital Reduction Adjustment 0.00 215.35
Balance Carried forward from
previous years -73.11 -149.42
Balance Carried forward to
Balance Sheet -19.26 -73.11
PERFORMANCE:
During the year under review, your company has seen all round growth in
revenues and profitability. The Company has generated income of Rs.
1121.33 Lakhs during the current year as compared to Rs. 954.46 Lakhs
during the previous year and net profit stood at Rs. 53.84 Lakhs as
compared to Rs. 76.30 Lakhs during the previous year. There is a margin
dip in the net profit due to higher depreciation charges into Profit &
Loss A/c.
FUTURE OUTLOOK:
In this year the company propose to venture into the solar and Thermal
Power Plants. The company has started in ground level works bidding the
projects. The company is hopeful to bagging contracts in the year
2010-2011.
DIVIDEND:
In view of the inadequate profits, your Directors do not recommend any
dividend for the financial year 2009-10.
FIXED DEPOSITS:
The company has neither accepted nor renewed any deposits falling
within the provisions of Section 58A of the Companies Act, 1956 read
with the Companies (Acceptance of Deposits) Rules, 1975 from the public
during the financial year.
DIRECTORS:
Sri J. Srikanth Babu , and Sri A. Satya Prasad retire at the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment.
AUDITORS:
M/s. Ramana Reddy & Associates (Formerly known as AM Reddy & Co.),
Chartered Accountants, Hyderabad, the Statutory Auditors of the Company
retire at the conclusion of ensuing Annual General Meeting & being
eligible, offer themselves for re-appointment. They have furnished a
certificate stating that their re- appointment, if made, will be within
the limits laid down under Section 224(1 B) of the Companies Act, 1956.
The Board recommends their re- appointment for the FY 2010 -11.
PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are required to be furnished
under Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of employees) Rules, 1975, and as amended from time to
time as remuneration of none of the employees is in excess of
Rs.2,00,000/- per month, if employed for the part of year or
Rs.24,00,000/- per annum during the financial year 2009-10.
DIRECTORSRESPONSIBILITY STATEMENT.
The Directors of your Company hereby report:
(i) That in the preparation of Annual
Accounts for the financial year ended 31 st March, 2010, the applicable
accounting standards have been followed along with the proper
explanation relating to material departures, if any, there from;
(ii) That the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period:
(iii) That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities
(iv) That the directors have prepared the annual accounts for the
financial year ended 31st March 2010 on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo as required by section 217(1 )(e)
of the Companies Act, 1956 read with the Companies (Disclosure of the
particulars in the report of the Board of Directors) Rules, 1988 are
given as Annexure A and forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report, pursuant to Clause 49 of the
Listing Agreement forms part of this Report and is annexed hereto.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance enunciated in Clause
49 of the Listing Agreement with the Stock Exchanges. A separate report
on Corporate Governance is annexed herewith, as a part of the Annual
Report along with the Auditors Certificate on its compliance.
LISTING.
Your Companys shares are presently listed on The Bombay Stock Exchange
Limited, Mumbai.
ACKNOWLEDGEMENTS:
Your directors acknowledge the continued support from its management
and staff. Your Directors also wish to thank its customers, vendors,
banks, service providers as well as regulatory and government
authorities for their support and cooperation.
BY THE ORDER OF THE BOARD
For VSF PROJECTS LIMITED
Sd/- Sd/-
(B.VIJAYALAKSHMI) (B.N.MURTHY)
Director Managing Director.
Place: Hyderabad
Date: 04.09.2010
Mar 31, 2009
The Directors have pleasure in presenting before you the 17th Annual
Report of the company for the year ended 31st March, 2009.
1. FINANCIAL RESULTS
Rs. In Lakhs
Particulars 31.03.09 31.03.08
Gross Income 954.46 854.78
Total Expenditure before 881.62 773.43
Profit before Interests Depreciation 7284 81.35
Interest 1.70 0.62
Depreciation 4.02 4.02
Profit before tax 67.12 76.70
Current tax 6.34 0.00
Deferred tax -15.78 31.27
Fringe Benefit tax 0.25 0.12
Profit/(Loss) after tax 76.30 45.32
Capital Reduction Adjustment 215.35 0
Balance carried forward from
previous years -149.42 410.09
Balance carried forward to
Balance sheet -73.11 -364.77
OPERATIONS:
The overall implementation progress of all the road projects during the
period under review was satisfactory. In this year the company has
taken new work contracts from NCC Limited.
The company has given Farm lease to M/s CP Aquaculture India Pvt. Ltd.,
Chennai for the period of 5 years. The company appointed a legal
advisor to argue the MPEDA Arbitration case.
DIVIDEND:
In view, of the accumulated losses, your Directors do not recommend any
dividend for the financial year 2008-09.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956, Smt. B.
Vijaya Lakshmi, retires by rotation and being eligible, offer herself
for reappointment.
Further Shri J Srikanth Babu & Shri A Satya Prasad were appointed as
Additional Directors w.e.f 15th November, 2008. Subsequently A Satya
Prasad resigned form the Board w.e.f 28.03.2009 and again reappointed
as Additional Director w.e.f 31st May, 2009.. As per the provisions of
Section 260 of the Companies Act, 1956, they hold office of director
upto the date of the ensuing Annual General Meeting. The Company has
received notice proposing their caniature for the appointment as
Directors of the Company, liable to retire by rotation. The relevant
resolutions for appointing them as Director is included in the Notice
of the AGM.
AUDITORS:
M/s A.M. Reddy & Co., Chartered Accountants, Auditors of the Company
retire at the conclusion of the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment. They have
furnished a certificate stating that their appointment, if made, will
be within the limits laid down under Section 224(1 B) of the Companies
Act, 1956.
The Board recommends their appointment as the Statutory Auditor of the
Company for the FY 2009 -10
PUBLIC DEPOSITS:
The Company has neither accepted nor renewed any deposits failing
within the provisions of Section 58A of the Companies Act, 1956 read
with the Companies (Acceptance of Deposits) Rules, 1975 from the public
during the financial year.
DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE
COMPANIES ACT, 1956:
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed.
(i) That in the preparation of the accounts for the financial year 31st
March, 2009, the applicable accounting standards have been followed
along with proper expianation relating to material departures?
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
Profit or Loss of the company for the year under review.
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate records in accordance with the provisions of
the Companies Act, 1956 for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
(iv) That the Di rectors have prepared the accounts for the financial
year ended 31 st March, 2009 on a going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report, pursuant to Clause 49 of the
Listing Agreement forms part of this Report and is annexed hereto.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance enunciated in Clause
49 of the Listing Agreement with the Stock Exchanges. A separate report
on Corporate Governance is annexed herewith, as a part of the Annual
Report along with the Auditors Certificate on its compliance.
LIFTING OF SUSPENSION IN BSE:
The Bombay Stock Exchange Limited, Mumbai has considered the
application of the Company for lifting suspension in trading cf the
shares of the Company and accordingly, the shares of the Company are
tradable on the exchange w.e.f 2nd April, 2009.
RESTRUCTRING
The members of the Company may note that, Honble High Court of Andhra
Pradesh, has approved the Scheme of Arrangement between the Company,
the shareholders and its Unsecured Creditors vide its certified order
copy dated 8th December, 2009.
The Highlights of the scheme are as follows:
a. Reducing the subscribed and paid up capital of the Company by 50 %
from Rs.4,30,71,000/- (Rupees Four Crores Thirty Lakhs and Seventy One
Thousand Only) consisting of 43,07,100 shares, to Rs. 2,15,35,500/-
(Rupees Two Crores Fifteen Lakhs Thirty Five Thousand Five Hundred
Only) divided into 43,07,100 equity shares of Rs.5/- each.
b. Thereafter 2 equity shares of Rs 5/- each shall be consolidated
into 1 equity shares of Rs 10/-each. Accordingly the Paid up share
capital of the Company shall be Rs.2,15,35,500/- (Rupees Two Crores
Fifteen Lakhs Thirty Five Thousand Five Hundred Only) divided into
21,53,550/-equity shares of Rs.10/-each.
c. Rs. 2,15,35,500/- (Rupees Two Crores Fifteen Lakhs Thirty Five
Thousand Five Hundred Only) representing the reduced paid up capital,
shall be used to set off the accumulated losses.
d. Issue of 32,00,000 Equity shares of Rs.10/- each at a Premium of
Rs. 2.50 I- per share by converting the unsecured loans.
e. Increase of authorized capital from Rs.5 crores to Rs. 6 Crores
PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are required to be furnished
under Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975, and as amended from time to
time as remuneration of none of the employees is in excess of
Rs.2,00,000/- per month, if employed for the part of year or
Rs.24,00,000/- per annum during the financial year 2008-09.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE:
Information on conservation of Energy, Technology absorption, Foreign
Exchange earnings and outgo required to be disclosed U/ s 217 (1) (e)
of the Companies Act, 1956 read with Companies (Disclosures of
particulars in report of the Board of Directors) Rules, 1988 are
provided in the Annexure forming part of this report.
COMPLIANCE CERTIFICATE:
A copy of Compliance Certificate pursuant to the provisions of Section
383A of the Companies Act, 1956, obtained from M/s P.A.P. Murthy &
Associates, Company Secretaries, Hyderabad is attached to this Report.
ACKNOWLEDGEMENTS:
The Board of Directors place on record their appreciation for whole
hearted and sincere support and co-operation extended to the company by
different agencies in particular the Government of India, Government of
Andhra Pradesh, Government of Karnataka, Andhra Pradesh Industrial
Development Corporation Limited, The Marine Products Export Development
Authority for their co-operation and continued support to the Company.
Your Directors also place on record their sincere appreciation to the
contributions made by the employees of the Company at all levels
through their hard work, dedication, solidarity and support.
For and on behalf of the Board
Sd/- Sd/-
(B. VIJAYA LAKSHMI) (B.N. MURTHY)
Director Managing Director.
Place: Hyderabad
Date: 09.12.2009
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