Share Wealth

Your Directors hereby present the Thirty First Annual Report together with the Audited Accounts of the company for the financial year ended 31^st March, 2023.

Financial summary or Highlights/Performance of the Company:

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

Rs. In Lakhs

COMPANY PERFORMANCE:

During the Financial Year 2022-23, Company could clock a revenue of revenue of Rs 163.23 Lakhs Compared to Rs. 164.76 Lakhs in the previous year.

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, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

There are no other subsidiaries, joint ventures 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 the financial year 2022-23.

STATUTORY AUDITORS:

The First term of appointment of the existing Auditors M/s. NVSR & Associates, LLP Chartered Accountants, Hyderabad, expire at the conclusion of the 31^st AGM. As per the provisions of Section 139 of the Companies Act, they are eligible to be re-appointed and have expressed their willingness to be appointed as the Statutory Auditors of the Company due to professional occupancies. Accordingly, Board of Directors of the Company propose their appointment for second term of 5 Years. Further the Notice convening the AGM contains a resolution for approval of members for reappointment of Statutory Auditors to hold office from the Conclusion of 31^st Annual General meeting till Conclusion of 36th Annual General Meeting. The Auditors' Report for F.Y. 2022-23 does not contain any qualifications. The Auditors' Report is enclosed with the Financial Statements in this Annual Report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under sub-section (12) of section 143 of the Companies Act, 2013, during the year under review.

The Independent Auditors report given by M/s. NVSR & Associates, LLP Chartered Accountants, Statutory Auditors of the Company on standalone Financial Statements of the Company does not contain any qualification, reservation or adverse remark.

AUDITORS REPORT

The auditors have given their report on the Annual Accounts of the Company and there was 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 has received Secretarial Audit report form P S Rao & Associates, Practicing Company Secretaries.

The Secretarial Audit Report is annexed herewith as "Annexure I" to this report.

MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors of the Company met 8 (eight times) during the Financial Year on the following dates.

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

During the FY 2022-23, the Board of Directors based on the recommendation of Nomination and Remuneration Committee in their meeting held on 10th October, 2022 has approved reappointment of Mr. Bobba Narayana Murthy as Managing Director, Sri. Bobba Lakshmi Narasimha Chowdary as whole time Director and CFO, Smt. Bobba Vijaya Lakhsmi as Whole time Director of the Company with effect from 10th October, 2022 for a period of 3 years and the same was approved by shareholders in the 30^th Annual General Meeting of the Company 30^th September, 2023. Sri. Mahendra Kolla has resigned from the office of Company Secretary and Compliance officer with effect from 12^th April, 2022 and Sri. Soumith Kumar Sikenderpurkar was appointed as Company Secretary and Compliance officer of the Company with effect from 28^th September, 2022.

Further During the period under report, Board of Directors based on the recommendation of Nomination and Remuneration Committee in their meeting held on 22^nd December, 2022 have approved appointment of Sri. Veera Brahma Rao Arekapudi as whole time Director of the Company the same was approved by shareholders through postal ballot on June 9, 2023

As per the provisions of Companies Act, 2013, Sri. Bobba Lakshmi Narasimha Chowdary and Smt. Reshma Kiranmayee Pulapa, retires by rotation and being eligible, offers themselves for reappointment at the 31st Annual General Meeting (AGM) of the Company scheduled to be held on 30th September 2023

Except for the above, there were no changes in the office of Directors and Key Managerial personnel.

Details of Committees of the Board, their composition and meetings details are provided in 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 participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under the Companies Act,2013.

MEETING OF INDEPENDENT DIRECTOR:

During the year under review, the Independent Directors met on 14.02.2023 inter alia, to discuss:

• Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

• Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

• Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for 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 interest was 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 Section 186 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 the company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

Further the Board of Directors have in principally decided to raise funds by way of rights issue in their Board Meeting held on 26^th April, 2023 and Rights issue Committee constituted by the Board of Directors for the purpose of overseeing the compliances and concerns relating to the proposed rights issue have in their meeting held on 4^th August, 2023 have approved the draft letter of offer. As on the date of the Board Report, Company has also made an application to BSE Limited for inprinciple approval for the proposed rights issue.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

a) that in the preparation of Annual Accounts for the financial year ended 31st March, 2023, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

b) 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 loss of the company for that period:

c) 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

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 the Company and that such internal financial Controls are adequate and were operating efficiently.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems w e r e adequate and operating effectively.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors and Senior Management personnel and fix their remuneration. The Remuneration Policy is posted on the website of the Company at the link: www.vsfproiect.com

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

RISK MANAGEMENT

The Company has risk management mechanism in place which mitigates the risk at appropriate situations and there are no elements of risk, which in the opinion of Board of Directors may threaten the existence of the Company.

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 Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. All Related Party Transactions were placed before the Audit Committee and to the Board for their approval, whenever required.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given as Annexure -Ill and forms part of this report.

MAINTENANCE OF COST RECORDS:

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

ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2023 is available on the Company's website and can be accessed at www.vsfprojects.in.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Management 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 worth of the Company is less than Rs.25 Crores, the provisions of Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para C, D & E of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.

LISTING

Your Company's shares are presently listed on The BSE Limited, Mumbai and the listing fees for FY 2023-2024 is paid.

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

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources 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 employees of the Company is herewith annexed as 'Annexure V' to this report.

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

The Company does not meet the criteria as specified in Section 135 of the Companies Act,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 would impact the going concern status of the Company and its future operations.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of 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 regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the financial year 2022-23:

INSIDER TRADING REGULATIONS

The Company has adopted an 'Code of Conduct to Regulate, Monitor and Report Trading by Insiders ' ("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations).

The Code is applicable to Promoters, Member of Promoter's Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Company has also formulated 'The Code of Practices and Procedures for Fair Disclosure 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.vsfproiect.com

ACKNOWLEDGEMENTS

Your directors acknowledge the continued support from regulatory, government authorities, 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 :14.08.2023