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VSF Projects Directors Report, VSF Projects Reports by Directors

VSF Projects

BSE: 519331|ISIN: INE923K01014|SECTOR: Construction & Contracting - Civil
, 16:01
VSF Projects is not listed on NSE
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Directors Report Year End : Mar '14    Mar 13
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
 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.
 In view of the inadequate profits, your Directors do not recommend any
 dividend for the financial year 2013- 14.
 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.
 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
 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
 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
 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
 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.
 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
 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.
 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, pursuant to Clause 49 of the
 Listing Agreement forms part of this Report and is annexed hereto.
 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.
 Your Company''s shares are presently listed on The Bombay Stock Exchange
 Limited, Mumbai.  
 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
Source : Dion Global Solutions Limited
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