Directors Report of VSF Projects Ltd.

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

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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

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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

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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

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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