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VSF Projects Ltd.

BSE: 519331 Sector: Infrastructure
NSE: N.A. ISIN Code: INE923K01014
BSE LIVE 10:15 | 03 Nov Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 8.16
PREVIOUS CLOSE 7.78
VOLUME 45
52-Week high 9.78
52-Week low 5.60
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.16
CLOSE 7.78
VOLUME 45
52-Week high 9.78
52-Week low 5.60
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

VSF Projects Ltd. (VSFPROJECTS) - Director Report

Company director report

Your Directors hereby present the Twenty Fourth Annual Report together with theAudited Accounts of the company for the financial year ended 31st March 2016.

Financial summary or Highlights /Performance of the Company:

The financial highlights for the current year in comparison to the previous year are asunder:

Rs. In Lakhs

PARTICULARS 2015-16 2014-15
Total Income from Operations 913.84 446.78
Total Expenses 836.45 397.51
Profit Before Tax (PBT) 55.53 6.66
Less: Tax 31.51 --
Profit After Tax (PAT) 24.02 -10.17
Loss from Previous Year -10.77 --
Net Profits/Loss carried to Balance Sheet 24.02 -10.17

COMPANY PERFORMANCE:

The Financial Year 2015 -16 has been another successful year for the Company. In linewith previous year's performance the Company continued to grow.

The revenue from operations stood at Rs. 913.84Lacs against Rs. 446.78 Lacs in theprevious year resulting in PAT of Rs. -10.17 Lacs as against PAT of Rs. 24.02 Lacsin the current year. The company achieved 104% increases in turnover compared to lastyear.

There is no change in the nature of business during the FY 2015-16.

TRANSFER TO RESERVES

Your Company did not transfer any amount to reserves.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

M/s VSF Energy Projects Private Limited is the existing Subsidiary of the company andthere are no other subsidiaries joint ventures or associate companies which have becomeor ceased during the year. The Statement containing the salient features of thesubsidiaries as per sub -sections (3) of section 129 of the Companies Act 2013 in Form AOC-1 is herewith annexed as Annexure I to this report.

DIVIDEND:

With a view to conserve resources for long term needs of the company your Directors donot recommend any dividend for the financial year 2015-16.

STATUTORY AUDITORS:

The shareholders in their meeting held on 31st December 2015 approved the appointmentof M/s Ramana Reddy & Associates Chartered Accountants Hyderabad as theStatutory Auditors of the Company to hold office till the conclusion of 25th AnnualGeneral Meeting subject to ratification of shareholders in every Annual General Meeting.Accordingly a resolution seeking Members' ratification on appointment of M/s Ramana Reddy& Associates Chartered Accountants Hyderabad as the Statutory Auditors of theCompany for the financial year 2015-16 is included at Item No.3 of the Notice conveningthe Annual General Meeting.

AUDITORS REPORT:

The auditors have given their report on the Annual Accounts of the Company and there isno reservation or qualification made by them. The notes given in the Auditors Report areself-explanatory and needs no further clarification.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasreceived Secretarial Audit report form M/s. P S Rao & Associates Company Secretaries.

The Secretarial Audit Report is annexed herewith as "Annexure V" tothis report.

REPLY TO QUALIFICATIONS IN SECRETARIAL AUDIT REPORT:

1. Company has not appointed Company Secretary and CFO for the position of KeyManagerial Person as required under section 203 of Companies Act 2013 and Regulation 6 ofSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

As the Company is situated in remote place we could not get an eligible CompanySecretary or CFO. We are trying to find a right candidate and shall appoint a rightcandidate as and when available.

2. Company has Appointment of minimum number of Independent Directors w.e.f 12th February2016

Inspite of all the efforts made by the Company Company could not get the right personswho are eligible to be appointed on to the Board who can provide value addition to theBoard in the field in which your Company is operating and finally could get the rightcandidatures and appointed them on the Board of the Company w.e.f 12thFebruary 2016 as Independent Directors

3. Company did not file Annual filing forms for FY 2014-15

Company is in the process of filing the forms.

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act 2013 Shri L.Raja Rao Director of the Company retires by rotation and being eligible has offeredhimself for re-appointment.

The Board of Directors of the Company met 5 (five times) during the Financial Year. Thedetails of Committees of the Board and the attendance of members of the Committee ismentioned in the Annexure- VII

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR:

The Board of Directors has appointed Shri. Lakshmi Narasimha Chowdary Bobba Shri.Subbiah Kamban and Shri.Gopalan Manoharan as Additional directors of the Company whoholds office until the ensuing Annual General Meeting. The Board based on therecommendation of Nomination and Remuneration Committee considered the appointment ofShri. Subbiah Kamban and Shri Gopalan Manoharan as the Independent Directors of theCompany and Shri. Lakshmi Narasimha. Chowdary Bobba as Director of the Company underpromoter category and a resolution proposing their appointed is placed before the membersfor their approval

During the period under report Sri Gen. C. R. Sen Gupta Chairman of the companyresigned w.e.f 12.02.2016 and Sri. G. S. Rama Chandra Rao Director of the company ceasedto be Director of the Company w.e.f 19.01.2016 due to sudden demise.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Every Independent Director at the first meeting of the Board in which he participatesas a Director and thereafter at the first meeting of the Board in every financial yeargives a declaration that he meets the criteria of independence as provided under theCompanies Act 2013.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits and as such no principal or interestwas outstanding as on the date of the Balance sheet.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS SECTION 186 OF COMPANIES ACT 2013:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the note No.11 to the Financial Statements.

CONSOLIDATED FINANCIALSTATEMENTS

In pursuance to the Sub Section (3) of Section 129 of the Companies Act 2013 companyis required to prepare consolidated financial statements for the financial year ended 31stMarch 2016.

The Consolidated Financial Statement of your company with that of its subsidiary M/sVSF Energy Projects Private Limited is provided in the Annual Report.

The annual accounts of the Subsidiary Companies and the related detailed informationshall be made available to members seeking such information at any point of time. Theannual accounts of the M/s VSF Energy Projects Private Limited shall also be kept forinspection by any of the members at the registered office of the company.

The Statement containing the salient features of the subsidiaries as per sub -sections(3) of section 129 of the Companies Act 2013 in Form AOC -1 is herewith annexed asAnnexure I to this report.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of thecompany occurred between the end of the financial year of the company to which thefinancial statements relate and the date of the report

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act 2013 your Directors confirm that tothe best of their knowledge and belief and according to the information and explanationobtained by them

a) that in the preparation of Annual Accounts for the financial year ended 31stMarch 2015 the applicable accounting standards have been followed along with the properexplanation relating to material departures if any there from;

b) that the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit of the company for that period:

c) that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities

d) that the directors have prepared the annual accounts on a going concern basis.

e) The Directors had laid down Internal Financial controls to be followed by theCompany and that such internal financial Controls are adequate and were operatingefficiently.

f) The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy framed to deal with instance of fraud andmismanagement if any in the Group. The details of the Policy are explained in theCorporate Governance Report and also posted on the website of the Company www.vsfproiects.com.

RISK MANAGEMENT

The Company has risk management mechanism in place which mitigates the risk atappropriate situations and there are no elements of risk which in the opinion of Board ofDirectors may threaten the existence of the Company. A detailed description of the risks& threats has been disclosed in the Management Discussion Analysis Report forming partof the Annual Report

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES PURSUANT TO PROVISIONS OF SECTION 188(1)OF COMPANIES ACT 2013:

There were no materially significant related party transactions made by the Companywith Promoters Directors Key Managerial Personnel or other designated persons which mayhave a potential conflict with the interest of the Company at large. Suitable disclosureas required by the Accounting Standards (AS18) has been made in the notes to the FinancialStatements. All Related Party Transactions were placed before the Audit Committee and tothe Board for their approval whenever required.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details regarding Energy Conservation Technology Absorption Foreign ExchangeEarnings and Outgo as required by section 134(3) (m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 are given as Annexure - II and forms part ofthis report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure - IV" to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to the provisions of Regulation 34(2) (e) of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 a report onManagement Discussion & Analysis is herewith annexed as 'Annexure VI' to thisreport.

CORPORATE GOVERNANCE:

Since the paid up capital of the Company is less than Rs. 10 Crores and the net worthof the Company is less than Rs.25 Crores the provisions of Regulations 17 18 19 2021 22 23 24 25 26 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 andpara C D & E of Schedule V of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements)Regulations 2015 are not applicable to theCompany.

LISTING:

Your Company's shares are presently listed on The BSE Limited Mumbai and the listingfees for FY 2016-2017 is paid.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Securities And Exchange Boardof India (Listing Obligations And Disclosure Requirements) Regulations 2015 the Boardhas carried out the annual performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Audit Nomination andRemuneration and Compliance Committees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgments safeguarding the interest of theCompany and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of theSecretarial Department. The Directors expressed their satisfaction with the evaluationprocess.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems commensurate withthe nature of its business and size and complexity of its operations. Internal controlsystems comprising of policies and procedures designed to ensure reliability of financialreporting timely feedback on achievement of operational and strategic goals compliancewith policies procedure applicable laws and regulations and that all assets andresources are acquired are used economically.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is herewith annexed as ‘Annexure III' to this report.

DETAILS ABOUT THE CORPORATE SOCIAL RESPONSIBILITY POLICY DEVELOPED AND IMPLEMENTED BYTHE COMPANY

The Company Does not meet the Criteria as specified in Section 135 of the CompaniesAct 2013 regarding Corporate Social Responsibility.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal

Complaints Committee (ICC) has been set up to redress complaints received regardingsexual harassment. All employees (permanent contractual temporary trainees) are coveredunder this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the Financial year 2015-16:

• No. of complaints received: Nil

• No. of complaints disposed off: Nil

ACKNOWLEDGEMENTS:

Your directors acknowledge the continued support from regulatory governmentauthorities staff and all the stake holders for their support and cooperation.

BY THE ORDER OF THE BOARD
For VSF Projects Limited
Place: Hyderabad B.N. MURTHY
Date: 12.08.2016 Chiarman & Managing Director
(DIN: 00073068)

Annexure - II

ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details regarding Energy Conservation Technology Absorption Foreign ExchangeEarnings and Outgo as required by section 134(3) (m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 are given as below.

A. CONSERVATION OF ENERGY:

The steps taken or impact on conservation of energy:

The operations of the Company are not power intensive. However it is very careful inusing the power to reduce the cost of maintenance and conserve the resources.

Steps taken by the Company for utilizing alternate sources of energy:

As the Company is not a power intensive Company there are no requirements forutilizing of alternate sources of energy.

The capital investment on energy conservation equipments:

The Company has not made any additional investments and has not proposed any amount forreduction of consumption of energy.

B. TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption : NIL

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution :NI

(iii) In case of imported technology (imported during the last 3 years reckoned fromthe beginning of the financial year) following information may be furnished:

(a) the details of technology imported : No technology imported during the last 3 years

(b) the year of import :NA

(c) whether the technology been fully absorbed :NA

(d) if not fully absorbed areas where absorption has not aken place and the reasonsthereof :NA

(iv) the expenditure incurred on Research and Development :NIL

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Activities relating to exports and initiatives taken to increase export productsservices and export plans Foreign Exchange earnings and outgo: (on receipts and paymentsbasis)

Particulars 2015-16 2014-15
Foreign Exchange Earnings 5 NIL NIL
Foreign Exchange Outgo

BY THE ORDER OF THE BOARD

For VSF PROJECTS LTD.

BN MURTHY

Chairman & Managing Director

(DIN: 00073068)

Place: Hyderabad

Date : 12.08.2016

Annexure-III

Details pursuant to Section 197 of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

i) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2015-16- NA

ii) ratio of the remuneration of each Director to the median remuneration of theemployees of the company for the financial year 2015-16

Name of Director/KMP and Designation Remuneration of Director KMP for the financial year 2015-16 (Rs .in Lakhs) % increase in Remuneration in the Financial year 2015-16 Ratio of remuneration of each Director/to median remuneration of employees
B Narayana Murthy 2400000 NA 28.57
B Vijaya Lakshmi 600000 NA 7.14

ii) The median remuneration of employees' of the Company during the financial year:

The median remuneration of employees' of the Company during the financial year is Rs.7000

iii) The percentage increase in the median remuneration of employees in thefinancial year:

There is no increase in the median remuneration of employees in the financial yearending March 31 2016

iv) The number of permanent employees on the rolls of Company as at March 31 2016:

There were 12 permanent employees on the rolls of Company as on 31st March2016.

v) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: NIL

The Company affirms that remuneration to the Directors and Key Managerial Personnel isas per the remuneration policy of the Company.

Statement of Particulars of Employees Pursuant to Provisions of Rule 5(2) of Section197(12) of the Companies Act 2013 read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

Name of the employee Designati on Remuner ation Per anum Nature of employ ment(w ehther contract ual or otherwi se) Qualific ation & experie nce Date of commenc ement of employme nt Age Last empl oyme nt of such empl oyee % of equity shares held of the employ ee Wether the employee is a relative of any director/managerif yes name of such director and manager
KV Srinivasa Rao Manager Accounts 300000 Salaried B.Com MBA and 18 Years 01.04.09 44 NA Nil Nil
M. Rajasekhar Manager - Site 240000 Salaried B. Tech 6 Years 01.04.09 28 NA Nil Nil
A. Purnachandra Rao Sr. Engineer 300000 Salaried B. Tech and 16 Years 01.04.09 43 NA Nil Nil