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VSF Projects Ltd.

BSE: 519331 Sector: Infrastructure
NSE: N.A. ISIN Code: INE923K01014
BSE 00:00 | 02 Dec 55.55 -0.45
(-0.80%)
OPEN

54.95

HIGH

56.00

LOW

53.20

NSE 05:30 | 01 Jan VSF Projects Ltd
OPEN 54.95
PREVIOUS CLOSE 56.00
VOLUME 7076
52-Week high 61.60
52-Week low 19.50
P/E
Mkt Cap.(Rs cr) 33
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 54.95
CLOSE 56.00
VOLUME 7076
52-Week high 61.60
52-Week low 19.50
P/E
Mkt Cap.(Rs cr) 33
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 Thirtieth Annual Report together with the AuditedAccounts of the company for the financial year ended 31st March 2022.

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 2021-22 2020-21
Revenue from Operations 164.76 173.82
Other Income 0.077
Total Revenue 164.84 173.82
Profit before Finance
Charges Tax Expenses Exceptional items and 10.82 29.75
Depreciation
Less : Depreciation 11.66 19.19
Profit before Finance
Charges Tax Expenses Exceptional items (0.86) 10.56
Less : Finance Charges 0.15 0.21
Profit before Tax Expenses and Exceptional items (1.01) 10.35
Add : Exceptional Items - -
Profit before Tax (1.01) 10.35
Provision for Tax 7.04 (4.99)
Profit after Tax (8.05) 15.34
Total Comprehensive Income (8.05)
Less: Transfer to Reserves
Balance (1029.29) (1036.59)
Balance of profit of earlier years - 15.34
Less : Dividend Paid on Equity Shares - -
Dividend Distribution Tax - -
Balance Carried Forward (1029.29) (1021.24)

COMPANY PERFORMANCE:

During the Financial Year 2021-22Company could clock a revenue of revenue of Rs 164.76Lakhs Compared to Rs. 173.82 Lakhs in the previous year

The management is pleased to inform its shareholders that the Company has obtained aformal Approval from Ministry of Commerce & Industry Department of Commerce (SEZSection) Government of India for Setting up of a Multi-Product Free Trade WarehosuingZone at Ankulpaturu Village SPSR Nellore District Andhra Pradesh over an area of 50Ha(132.96 Acres ). The same was also intimated to BSE vide letter dated 09.11.2021.

Further the Company has got a Final Confirmation letter dated on 22/09/2022 notifyingthe area of 53.81 Ha in Gazette Of India for setting up a Multi Sector Free TradeWarehousing Zone near Krishna Patnam port in the Company's Own Land in Chennai-BengaluruIndustrial Corridor.

The management will keep informing the shareholders with relavent updates about theproject through BSE.

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: There are no other subsidiaries jointventures or associate companies which have become or ceased during the year.

DIVIDEND:

In view of accumulated losses your Directors do not recommend any dividend for thefinancial year 2021-22.

STATUTORY AUDITORS:

M/s. NVSR & Associates LLP Chartered Accountants were appointed as StatutoryAuditors of the Company for a period of 5 Years from the Conclusion of 27thAnnual General Meeting of the Company till the Conclusion of 31st AnnualGeneral Meeting of the Company subject to ratification by members in every Annual GeneralMeeting. However by the Companies (Amendment) Act 2017 provisions pertaining toratification of appointment of Statutory Auditor has been omitted with effect from 7thMay 2018. Hence the agenda for ratification of appointment of M/s NVSR & AssociatesLLP Chartered Accountants as Statutory Auditors has not been proposed in the Noticeconvening the Annual General Meeting.

The Independent Auditors report given by M/s. NVSR & Associates LLP CharteredAccountants Statutory Auditors of the Company on standalone Financial Statements of theCompany does not contain a ny qualification reservation or adverse remark.

AUDITORS REPORT

The auditors have given their report on the Annual Accounts of the Company and therewas no qualification made by auditor.

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 Practicing CompanySecretaries. The Secretarial Audit Report is annexed herewith as “Annexure I” tothis report.

MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors of the Company met 6 (six times) during the Financial Year onthe following dates.

29.06.2021 14.08.2021 06.09.2021 13.11.2021 01.12.2021 14.02.2022

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL W WEREAPPOINTED OR HAVE RESIGNEDDURING THE YEAR:

During the period under report Mr. Sriramshetty Srinivasa Rao Mr. Ramesh Babu Nemaniwere appointed as additional Directors of the Company under the category of IndependentDirectors of the Company. Mrs. Reshma Kiranmayee Pulapa was appointed as AdditionalDirector under the category of Non executive Director of the Company from 15.11.2021.Further Mr. Ajaya Patibandla Independent Director of the Company has resigned from theBoard of the Company w.e.f 22.11.2021

Further the Board of Directors based on the recommendation of Nomination andRemuneration Committee in their meeting held on 10th October 2022 has approvedreappointment of Mr. Bobba Narayana Murthy as Managing Director Mr..Bobba LakshmiNarasimha Chowdary as whole time Director and CFO Mrs Bobba Vijaya Lakhsmi as WholetimeDirector of the Company w.e.f 10th October 2022 for a period of 3 yearssubject to approval of shareholders in the ensuing AGM. Accordingly a resolutionproposing approval of members is made part of this Notice of AGM.

Excepting for the above there were no changes in the office of Directors and KeyManagerial personnel.

Details of Committees of the Board their composition and meetings details are providedin Annexure-II which forms part of this report.

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 Act2013.

MEETING OF INDEPENDENT DIRECTOR:

During the year under review the Independent Directors met on 14.02.2022 inter aliato discuss: Evaluation of the performance of Non-Independent Directors and the Board ofDirectors as a whole;

Evaluation of the performance of the Chairman of the Company taking into account theviews of the Executive and Non-Executive Directors. Evaluation of the quality content andtimelines of flow of information between the Management and the Board that is necessaryfor the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

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 notes to the Financial Statements.

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 31st March2022 the applicable accounting standards have been followed a long 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 loss 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 the provisions ofall applicable laws and that such systems were adequate and operating effectively.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors and Senior Management personneland fix their remuneration. The Remuneration Policy is posted on the website of theCompany at the link: www.vsfproject.com

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 Companywww.vsfproject.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.

CONTRACTS OR ARRANGEMENTS W ITH RELATED PARTIES PURSUANT TO PROVISIONS OF SECTION188(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 IIIand forms part of thisreport.

MAINTENANCE OF COST RECORDS:

Company is not required to maintain cost records as specified by the Central Governmentunder sub- section (1) of section 148 of the Companies Act 2013.

ANNUAL RETURN

The Annual Return of the Company as on 31st March 2022 is available on the Company'swebsite and can be accessed at www.vsfproject.com.

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 reportonManagement Discussion & Analysis is herewith annexed as 'Annexure IV' to this report.

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 2223 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 2022-2023 to be paid.

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 a pplicable laws a nd regulations and that all assets a ndresources are acquired are used economically.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The CompaniesAppointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is herewith annexed as 'Annexure V' 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 CompaniesAct2013 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 W omen at the Workplace (Prevention Prohibition &Redressal ) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. The following is a summary of sexualharassment complaints received and disposed off during the financial year 2021-22: No. ofcomplaints received : Nil No. of complaints disposed off : Nil

INSIDER TRADING REGULATIONS

The Company has adopted an ‘Code of Conduct to Regulate Monitor and ReportTrading by Insiders ' (“the Code”) in accordance with the SEBI (Prohibition ofInsider Trading) Regulations 2015 (The PIT Regulations).

The Code is applicable to Promoters Member of Promoter's Group all Directors and suchDesignated Employees who are expected to have access to unpublished price sensitiveinformation relating to the Company. The Company Secretary is the Compliance Officer formonitoring adherence to the SEBI (Prohibition of Insider Trading) Regulations 2015.

The Company has also formulated ‘The Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the SEBI(PIT) Amendment Regulations 2018. This Code is displayed on the Company's website viz.www.vsfproject.com

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
Sd/-
Bobba Narayana Murthy
Chairman and Managing Director
(DIN: 00073068)
Place: Hyderabad
Date :10.10.2022

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