DIRECTORS' REPORT Your Directors hereby present the TWENTY SECOND ANNUAL REPORT together with the Audited Accounts of the company for the financial year ended 31st March, 2014. 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 201314. 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. DIRECTORS: 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. 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, 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 Managing Director (DIN: 00073068) B. VIJAYA LAKSHMI Director (DIN: 01496696) Place: Hyderabad Date: 03.12.2014 |