Directors Report of VKJ Infradevelopers Ltd.

Mar 31, 2016

To,

The Members

VKJ Infradevelopers Limited

Your Directors have pleasure in presenting the 7^th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts and the Auditors'' Report of your Company for the financial year ended, 31st March 2016.

FINANCIAL HIGHLIGHTS:

The summarized performance of the Company for the years 2015-16 and 2014-2015 is given below:

Particulars	For the Financial Year Ended
	March 31, 2016	March 31, 2015
	(in lacs)	(in lacs)
Total Income	44,738,325.00	54,413,033.18
Total Expenditure	43,492,655.93	52,959,339.88
Profit after Depreciation but before Tax	1,245,669.07	1,453,693.30
Less: Current Tax	416,164.00	502,893.00
Deferred Tax	(31,253.00)	(53,703.00)
Profit / (Loss) After Tax	8,60,758.07	1,004,503.30

FINANCIAL PERFORMANCE

During the year under review, Your Company has recorded a total income of Rs. 44,738,325 against Rs. 54,413,033.18 in the previous year. Profit after taxation for the financial year ended on 31^st March, 2016 decreased to Rs. 8,60,758.07/- against Rs. 1,004,503.30/ - in the previous year.

RESERVE AND SURPLUS

Rs. 81,517,098.92 /- is being transferred to the reserve and surplus.

DIVIDEND

To Plough back the profits into the business, the Board of Directors has not declared any dividend during the year.

CHANGE IN THE NATURE OF BUSINESS

During the year, the Company has not changed its nature of business.

DEPOSITS:

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

POSTAL BALLOT CONDUCTED DURING THE FINANCIAL YEAR 2015-16

During the year under Review, One Postal Ballot has been conducted with notice dated 15.10.2015 to approve the Following Resolutions:

1. For migrating from BSE SME to Main Board:

2. To increase the borrowing powers of the company:

3. Creation of security on the properties of the company in favor of the lenders:

4. Giving of loans/ guarantees, providing of securities and making of investments in securities:

*All the Resolutions have passed by the Shareholders and Result of the Postal Ballot has been declared as per Regulation 35A of Listing Agreements on 24^th November, 2015.

MIGRATION FROM BSE SME TO MAIN BOARD

During the under review 2015-16, BSE Limited has granted approval the Migration of Equity Shares of VKJ Infra developers Limited from BSE SME Platform to BSE Main board Platform with effect from January 14, 2016 pursuant to SEBI circular dated 18th May, 2010, SEBI (Issue of Capital and Disclosure Requirements) Regulation, 2009, BSE circular dated 26th November, 2012 and Listing Agreement with SME BSE Limited and provisions of Companies Act, 1956 and 2013 (read with underlying rules and regulations notified by MCA), which shall include any statutory modifications, amendments thereto.

CHANGE OF REGISTRAR AND SHARE TRANSFER AGENT

During the year under review, the company has changed the Registrar and Share Transfer to MCS Share Transfer Agent Ltd.

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

The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.

RISK MANAGEMENT POLICY

Therefore, in accordance with the provisions of the Companies Act, 2013, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure to this Report.

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March, 2016, provision of section 129 of the Companies Act, 2013 is not applicable.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is no adverse action against the business operations of the Company.

SHARE CAPITAL

During the year under review, there is no change in the capital structure of the company.

However, the Board of Directors in its meeting held on 30.08.2016 approved the sub division of the face value of the equity shares from Rs. 10/- per share to Rs. 1/- per share and recommend the same for the approval of shareholders in the 7^th Annual General Meeting of the company proposed to be held on 30.09.2016.

STATUTORY AUDITORS

In Terms of the provisions of Section 139 of the Companies Act, 2013, M/s. Nitesh Pratap Singh & Associates, having (Firm registration no. 026796N), were appointed as Statutory Auditors of the Company by the shareholders through Annual General Meeting dated 25^th September, 2015 to hold office till conclusion of ensuing Annual General Meeting. The said appointment is subject to ratification by the members at every Annual General Meeting.

The Board has recommended the appointment of M/s. Nitesh Pratap Singh & Associates, having (Firm registration no.026796N), by the shareholders at the forthcoming Annual General meeting. The Company has received a letter from M/s Nitesh Pratap Singh & Associates, having (Firm registration no. 026796N) confirming their eligibility under Section 141 of the companies Act, 2013.

AUDITORS'' REPORT

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the f financial year ended 31st March, 2016 made under the provisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as Annexure I.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review, Ms. Asha Rani has been resigned from the directorship of the company w.e.f 17.09.2015 and Ms. Archna Devi has been appointed as the women director of the company w.e.f 17.09.2015.

Further, Ms. Aracha Devi has been resigned from the directorship of the company w.e.f 01.12.2015 and Ms. Renu has been appointed as the women director of the company w.e.f 01.12.2015.

Ms. Sonia Jain has been appointed as Company Secretary with effect from 20^th November, 2015.

b) Declaration by an Independent Director(s) and re- appointment, if any

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement.

c) Formal Annual Evaluation

Pursuant to the provisions of companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS a. BOARD MEETINGS

During the year Board Meetings were convened and held. The details of which are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

S. No.	Date of meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended
1.	30th May, 2015	4	4
2.	28th August, 2015	4	4
3.	01th September, 2015	4	4
4.	17th September, 2015	4	4
5.	12th October, 2015	4	4
6.	15th October, 2015	4	4
7.	14th November, 2015	4	4
8.	20th November, 2015	4	4
9.	01st December, 2015	4	4
10.	31st December, 2015	4	4

11.	12th February, 2016	4	4
12.	21st March, 2016	4	4

EXTRAORDINARY GENERAL MEETINGS DURING THE FINANCIAL YEAR 2015-16

There is no Extraordinary General Meeting Convened during the Financial Year 2015-16.

AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc.

The Audit Committee also advises the Management on the areas where internal control system can be improved. The Terms of reference of the Audit Committee are in accordance with Regulation 18 of Securities and Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 as follows:

- Oversight of the Issuer''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

- Recommending to the Board, the appointment, re-appointment and, if required, there

- placement or removal of the statutory auditor and the fixation of audit fees.

- Approval of payment to Statutory Auditors for any other services rendered by the statutory auditors.

- Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

(i) Matters required to be included in the Directors'' Responsibility Statement to be included in the Board''s report in terms of clause (2AA) of Section 217 of the Companies Act, 1956;

(ii) Any changes in accounting policies and practices and reasons for the same;

(iii) Major accounting entries involving estimates based on exercise of judgment by management;

(iv) Significant adjustments made in the financial statements arising out of audit findings;

(v) Compliance with listing and other legal requirements relating to financial statements;

(vi) Disclosure to any related party transactions;

(vii) Qualifications in the draft audit report.

a) Ms. Renu (Chairman)

b) Mr. Aayush Golash (Member)

c) Ms. Rakesh Jain (Member)

During the financial year 2015-16, Five (5) meeting of Audit Committee was held i.e. 30.05.2015, 28.08.2015, 12.10.2015, 14.11.2015, 12.02.2016

NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing of Disclosure Requirements), 2015.

COMPOSITION

a) Ms. Renu (Chairman)

b) Mr. Aayush Golash (Member)

c) Mr. Rakesh Jain (Member)

During the financial year 2015-16, Six meeting of Nomination & Remuneration Committee was held on 30.05.2015, 17.09.2015, 15.10.2015, 20.11.2015, 01.12.2015, 12.02.2016

TERMS OF REFERENCE

The terms of reference of Remuneration Committee includes the following:

- The remuneration committee recommends to the board the compensation terms of the executive directors.

- The committee to carry out evolution of every director''s performance and recommend to the board his/her appointment and removal based on the performance.

- The committee to identify persons who may be appointed in senior management/Director in accordance with the criteria laid down.

- Framing and implementing on behalf of the Board and on behalf of the shareholders, a credible and transparent policy on remuneration of executive directors including ESOP, Pension Rights and any compensation payment.

- Considering approving and recommending to the Board the changes in designation and increase in salary of the executive directors.

- Ensuring the remuneration policy is good enough to attract, retain and motivate directors.

- Bringing about objectivity in deeming the remuneration package while striking a balance between the interest of the Company and the shareholders."

STAKEHOLDER RELATIONSHIP COMMITTEE

Our Company has constituted a Stakeholder Relationship Committee to redress the complaints of the shareholders. The committee currently comprises of three Directors. Ms. Renu is the Chairman of the committee.

a) Ms. Renu (Chairman)

c) Mr. Rakesh Jian (Member)

d) Mr. Ayush Golash (Member)

During the financial year 2015-16, Four (4) meeting of Stakeholder Relationship Committee was held i.e. 30.05.2015, 28.08.2015, 14.11.2015 and 12.02.2016.

ROLE OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of our Board look into:

- The redressal of investors complaints viz. non-receipt of annual report, dividend payments etc.

- Matters related to share transfer, issue of duplicate share certificate, dematerializations.

- Also delegates powers to the executives of our Company to process transfers etc.

The status on various complaints received / replied is reported to the Board of Directors as an Agenda item.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, Company has not provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.

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

In order to prevent sexual harassment of women at workplace; the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are effective in the Company. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee. The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a. No. of Complaints received: 0

b. No. of Complaints disposed off : 0

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board have on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, senior management and their Remuneration.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed

Ms. Neelam Bansal, Proprietor of Neelam Bansal & Associates, Company Secretaries to undertake the Secretarial audit of the Company. The Secretarial Auditor Report provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure II. We have also attached the Secretarial Audit Report of the Financial Year 2014-15 as addendum.

Explanation to the observations as notice in the Audit Report: The Management is searching the best person for the position and the Company will strive to complete the pending e - filing with Registrar of Companies, NCT of Delhi & Haryana.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate regarding the compliances with conditions of Corporate Governance as per Chapter IV of SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 is annexed to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that -

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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;

(c) The directors had 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) The directors had prepared the annual accounts on a going concern basis; and

(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 effectively.

(F) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The board wishes to express and place on records its gratitude for the faith reposed in and cooperation extended to the company by the shareholders of the company. Your directors wish to place on record their deep sense of appreciation for the devoted and sincere services of the executives, staff and workers of the company for its success.

FOR AND ON BEHALF OF THE BOARD

VKJ INFRADEVELOPERS LIMITED

Place : Delhi Sd/- Sd/-

MONOJ KUMAR RAKESH JAIN

Date : 30.08.2016 DIN: 06590962 DIN: 06689070

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Mar 31, 2015

The Directors are pleased to present the 06thAnnual Report together with the Audited Financial Statements for the year ended March 31, 2015.

2. Financial Highlights

Particulars Year ended Year ended March 31, 2015 March 31, 2014

Revenue from Operation 51,151,697.18 22,225,184

Add: Other Income 3,261,336 1,156,070

Total Income 54,413,033.18 23,786,254

Less: Total Expenses 52,959,339.88 22,953,498

Profit / (Loss) before tax 1,453,693.30 832,755.32

Less: Current Tax 502,893 275,497

Less: Deferred Tax Charge/(Credit) (53,703) (21,538)

Profit/(Loss) after Tax 2,761,540.85 1,757,037.55

3. FINANCIAL PERFORMANCE

During the year under review, the Company's income is Rs. 42,094,908 as against income of Rs. 28,509,378 in 2013-14.

4. RESERVES & SURPLUS

The Reserves and Surplus is Rs. 806.56 Lacs as on the end of the Current year and the Profit of the Current year Rs. 27.62 Lacs has been transferred to Reserve and Surplus.

5. DIVIDEND

To plough back the profits in to the business activities, no dividend is recommended for the financial year 2014-15.

6. SHARE CAPITAL

The Authorized Share Capital as on March 31, 2015 was Rs. 25 crores (25,00,00,000 shares of Rs.10/each). The Company has also split up its share capital from Rs.10 per share into the shares of Rs. 1/- each w.e.f. 03.03.2015.divided into 25,00,00,000 (Rupees Twenty Five Crore )Equity Shares of Rs.1/- (Rupees One Only)each.

7. CHANGE IN THE NATURE OF BUSINESS

During the year, the Company has not changed its nature of business.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 52 of the Listing Agreement entered into with Bombay Stock Exchange Ltd., Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors Report.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

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

The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.

11. CHANGE OF REGISTERED OFFICE

During the year under review, Company has shifted its registered Office from B-25, First Floor, Dayanand Colony, Lajpat Nagar, New Delhi - 110024 to M-161/B, Ground Floor, Kalka Bhawan, Commercial Centre, Gautam Nagar Road, Yusuf Sarai, New Delhi - 110049 w.e.f. February 05, 2015.

12. RISK MANAGEMENT POLICY

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion as per Sec 134 of Companies Act, 2013.

Therefore, in accordance with Companies Act, 2013, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

13. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given herein below:

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Sr. Name of Director/KMP Remuneration % increase in Ratio of Ratio of No. and Designation of Director/ Remuneration Remunera- Remuner- tion of ation KMP for FY in FY 2014- Director of 2014-15 15** to Median Director in Rs,) Remuner median ation of Median employees Remuner- ation of Employees

1. Mr. Manoj Kumar, 300000 N.A. N.A. N.A. Whole Time Director

The number of permanent employees as on 31st March 2015 was 1.

Average of remuneration of employees excluding KMPs - Nil

No employee's remuneration for the year 2014-15 exceeded the remuneration of any of the Directors.

Company's performance has been provided in the Directors' Report which forms part of the Board Report.

The key parameter for the variable component of key managerial personnel(s) is linked with Company performance and Individual performance.

The remuneration of Directors, KMPs and other employees is in accordance with the Remuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015 -NOT APPLICABLE

14. DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

15. NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March, 2015, provision of section 129 of the Companies Act, 2013 is not applicable.

16. STATE OF COMPANY AFFAIRS

The Company is complying with all the applicable laws and provisions and there is no adverse action against the business operations of the Company

17. STATUTORY AUDITORS

In accordance with the provisions of the Companies Act, 2013, the Board of Directors of Your company has proposed the ratification of appointment of M/s Agrawal Goyal & Co., Chartered Accountants (FRN 004977C), as Statutory Auditors of the Company for the financial year 2015-16.

18. AUDITORS' REPORT

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

19. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT - 9 has been annexed to the Report, as Annexure.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3) (m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review. There was no foreign exchange earning & outgo during the financial year under review.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.

22. DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review, Ms. Asha Rani appointed as an Additional Director and Mr. Arjun Singh resigned w.e.f.20/03/2015.

b) Declaration by an Independent Director(s) and re- appointment, if any

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement.

c) Formal Annual Evaluation

Pursuant to the provisions of companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

a. BOARD MEETINGS

During the year Seven Board Meetings were convened and held on 02.04.2014, 30.05.2014, 23.08.2014, 12.11.2014, 05.02.2014, 20.03.2015, 25.03.2015.

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

Name of Member Designation Category

Arjun Singh* Chairman Independent Director

Aayush Golash Member Independent Director

Arun Kumar Chalukya Member Non-Independent Non Executive Director Asha Rani* Chairman Independent Director

*Resignation of Mr. Arjun Singh from the position of Directorship & Appointment of Ms. Asha Rani as an Additional Independent Director w.e.f. 20.03.2015.

COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE

Name of Member Designation Category

Arjun Singh* Chairman Independent Director

Aayush Golash Member Independent Director

Arun Kumar Chalukya Member Non-Independent Non Executive Director

Asha Rani* Chairman Independent Director

*Resignation of Mr. Arjun Singh from the position of Directorship & Appointment of Ms. Asha Rani as an Additional Independent Director w.e.f. 20.03.2015.

NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

The details of the Composition of the Nomination and Remuneration Committee are given below:

Name of Member Designation Category

Arjun Singh* Chairman Independent Director

Aayush Golash Member Independent Director

Arun Kumar Chalukya Member Non-Independent Non Executive Director

Asha Rani* Chairman Independent Director

*Resignation of Mr. Arjun Singh from the position of Directorship & Appointment of Ms. Asha Rani as an Additional Independent Director w.e.f. 20.03.2015.

SEXUAL HARASSMENT:

The Company has zero tolerance for Sexual Harassment at workplace and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013 and the Rules made there under. There was no complaint on sexual harassment during the year under review.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, Company has not provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board has on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Neelam Bansal ,Proprietor of M/s Neelam Bansal & Associates, Company Secretaries to undertake the Secretarial audit of the Company. The Secretarial Auditor Report provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure-I.

With reference to the qualifications, we wish to explain that the Company is searching the best person for the post of Company Secretary and Chief Financial Officer.

CORPORATE GOVERNANCE CERTIFICATE

As per Clause 52 of SME Listing Agreement for Listed Companies on BSE. A Certificate from Statutory Auditors of the Company on the compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals, impacting the going concern status and company's operations in future.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that -

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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;

(c) The directors had 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) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank Company's customers, shareholders, suppliers, bankers, Central and State Government for their consistent support to the Company. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to grow in the competitive environment .The Board looks forward to their continued support and understanding in the years to come.

By Order of the Board

For VKJ Infradevelopers Limited



Sd/- Sd/-

Place: Delhi Arun Kumar Chalukya Manoj Kumar

Date: 28.08.2015 Director Director

Din: 05167558 Din: 06590962

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Mar 31, 2014

The Directors are pleased to present the 05thAnnual Report together with the Audited Financial Statements for the year ended March 31, 2014.

2. Financial Highlights

Particulars Year ended Year ended March 31, 2014 March 31, 2013

Revenue from Operation 22,225,184 34,486,102

Add: Other Income 1,156,070 1,826,710

Total Income 23,786,254 36,312,812

Less: Total Expenses 22,953,498 35,519,680.58

Profit / (Loss) before tax 832,755.32 793,131.42

Less: Current Tax 275,497 211,267

Less: Deferred Tax Charge/(Credit) (21,538) 26,678

Profit/(Loss) after Tax 578,796.32 555,186.42

3. Dividend

Your Directors feel that Company should re-invest the profit in the business and to target growth in the existing business areas. In order to meet its growing fund requirement and to conserve its resources for future expansions, the Directors have decided not to recommend the dividend for the current year.

4. Public Deposits

Your Company has not accepted any deposits from the public, or its employees during the year under review.

5. Corporate Governance

As per Clause 52 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Company's Auditors confirming compliance forms part of this Report.

6. Conversion from Private Limited to Public Limited

Your directors pleased to inform you that the status of our Company converted from private limited to public limited w.e.f. May 29, 2013. Further, the name of the Company changed from M/s VKJ Infra developers Private limited to M/s VKJ Infra developers Limited. Pursuant to the provisions of Section 14 of the Companies Act, 2013 (Corresponding to 31 of the Companies Act, 1956) the existing Articles of Association of the Company be substituted with the new set of Articles having all the provisions of the Public Limited Company.

7. Alteration in Object Clause

Your directors pleased to inform you that the other object clause of the Company altered w.e.f. June 17, 2013 vide passing special resolution.

8. Directors

Mr. Sushil Kumar and Mr. Nitin Kumar Jain have resigned as a Director of the Company w.e.f. June 05, 2013. Mr. Rajesh Kumar Chauhan and Mr. Vinay Kumar have resigned as a Director of the Company w.e.f. June 26, 2013 and October 10, 2013 respectively.

The Board places on record their appreciation for the valuable guidance and services rendered by these Directors of the Company.

Mr. Manoj Kumar appointed as a whole-time director on the board with five year tenure from 20.06.2013 to 19.06.2018 w.e.f June 20, 2013 vide passing special resolution.

The Companies Act, 2013 provides for appointment of Independent Directors. Sub-section (10) of Section 149 of the Companies Act, 2013 (effective from April 01, 2014) provides that independent directors shall hold office for a term of up to five consecutive years on the Board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company.

Sub-section (11) states that no independent director shall be eligible for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in sub-section (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

Our non-executive (independent) directors were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The Board has been advised that non-executive (independent) directors so appointed would continue to serve the term that was ascertained at the time of appointment as per the resolution pursuant to which they were appointed. Therefore, it stands to reason that only those non-executive (independent) directors who will complete their present term, at the ensuing AGM of the Company, being eligible and seeking re-appointment, be considered by the shareholders for re-appointment for a term of up to five consecutive years.

Non-executive (independent) directors who do not complete their term at the ensuing AGM, will continue to hold office till expiry of their term (based on retirement period calculation) and would thereafter be eligible for re-appointment for a fixed term in accordance with the Companies Act, 2013.

9. Listing on SME Platform

Your Directors are pleased to inform you that the Company's securities have now been listed on the SME Platform of BSE Limited on August 30, 2013 and the Company has paid listing fee to the Exchange for the year 2013-14.

10. Initial Public Offering

During the year the Company came out with an initial public offering of 51,00,000 Equity shares of the face value of Rs. 10/- each for cash at a price of Rs. 25/- per share (including a share premium of Rs. 15/- per Equity share) aggregating to Rs. 1275 Lacs.

The public issue opened for subscription on August 12, 2013 and closed on August 16, 2013. The basis of allotment was finalized in consultation with the Designated Stock Exchange – Bombay Stock Exchange Limited.

The Company's shares got listed on the SME platform of BSE Limited on August 30, 2013.

11. Directors' Responsibility Statement

In accordance with the provisions of Section 217(2AA)of the Companies Act, 1956, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

(b) the selected accounting policies were applied consistently and the Directors 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 as at March 31, 2014 and of the profit of the Company for the year ended on that date;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the CompaniesAct,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) the annual accounts have been prepared on ageing concern basis.

12. Industrial Relations

The industrial relations continued to be generally peaceful and cordial.

13. Subsidiary Companies

The Company does not have any subsidiary.

14. Consolidated Financial Statements

Since there is no subsidiary of the Company at present, hence no consolidated financial statements have been prepared

15. Particulars of Employees and other additional information

The information required under Section 217(2A) of the Companies Act, 1956 and the Rules made there under is given in the Annexure to this Report and forms part of the Report. However, in terms of Section 136(1) of the Companies Act, 2013, the Report and Accounts are being sent to the members excluding the aforesaid Annexure. Any member interested in obtaining copy of the same may write to the Compliance Officer at the Registered Office of the Company.

16. Share Capital Authorized Share Capital

During the year under review, your Company's Authorized Share Capital has changed two times:

(a) From Rs. 5,25,00,000/- (Rupees Fifty Two Lacs and Fifty Thousand only) to Rs. 16,25,00,000/- (Rupees One Crore Sixty Two Lacs and Fifty Thousand only) by creation of 110,00,000 Equity Shares of Rs.10/- each vide passing ordinary resolution on April 29, 2013; and

(b) From Rs. 16,25,00,000/-(Rupees One Crore Sixty Two Lacs and Fifty Thousand only)to Rs. 24,75,00,000/- (Rupees Two Crore Forty Seven Lacs and Fifty Thousand only)by creation of 8,50,00,000 Equity Shares of Rs.10/-vide passing ordinary resolution on June 14, 2013.

Paid up Share Capital

During the year under review, your Directors recommend allotment of equity shares of the Company:

(a) Allotment of 20,000 Equity Shares of Rs.10/- each at a premium of Rs.15/- w.e.f June 18, 2013;

(b) Allotment of 75,00,000 Equity Shares of Rs.10/- each w.e.f June 26, 2013; and

(c) Allotment of 51,00,000 Equity Shares of Rs.10/- each at a premium of Rs.15/- w.e.f. August27, 2013.

17. Public Deposits

Your Company has not accepted any deposits from the public, or its employees during the year under review.

18. Auditors

M/s Agrawal Goyal & Co, Chartered Accountants, Delhi are proposed to be appointed as Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s Agrawal Goyal & Co. to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

19. Auditor's Report

The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31,2014 does not contain any qualification.

20. Particulars of Employees

As required by the provision of section 217(2A) of the Companies Act, 1956.Read with the Companies (particulars of employee) rules, 1975 as amended, no employee was in receipt of remuneration exceeding 60,00,000/- per annum or 5,00,000/- per month for any part thereof.

21. Energy, Technology & Foreign Exchange

Information in accordance with the provision of Section 217 (I) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 being not relevant/significant, are not given. There were no foreign exchange earnings or outgo during the year under review.

22. Management Discussion And Analysis Report

As required under Clause 52 of the Listing Agreement with the Stock Exchange, the Management and Discussion and Analysis of the financial condition and results of the operations of the Company under review form part of the Annual Report

23. Acknowledgment

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders -Clients, Financial Institutions, Banks, Central and State Governments, the Company's valued investors and allot her business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its growth.

By Order of the Board

For VKJ Infra developers Limited

Sd/- Sd/-

Place: New Delhi Arun Kumar Chalukya Manoj Kumar

Date: 23.08.2014 Director Director

DIN: 05167558 DIN: 06590962

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Mar 31, 2013

The Directors have great pleasure in presenting the 4th Annual Report together with the Audited Balance Sheet as at 31st March, 2013 and Profit & Loss Account for the year ended on that date.

FINANCIAL RESULTS

(in Rupees Lakhs)

Year Ending Year Ending Particulars 31st March, 31st March, 2013 2012

Sales 344.86 169.22

Total Income 363.13 172.48

Operating Expenses 354.8 164.45

EBDITA 8.33 8.03

Depreciation 0.40 0.52

Interests 0.00 0.00

Taxes 2.38 2.40

Net Profit After Tax 5.55 5.11

No. of Equity 5229770 201145

Shares

EPS 0.11 0.10

The Board of Directors are pleased to state that during the year ended on 31st March 2013, the Company has made best use of the market forces and has taken advantage of the business opportunities that has come its way. During the financial year under review, the Revenues of the company has increased to Rs. 344.86 Lakhs as against previous year turnover of Rs. 169.22 Lakhs i.e. an increase of 103.80 %.

The Profit after tax for the year was Rs. 5.55 Lakhs as compared to Rs. 5.11 Lakhs during the previous year ended on 31st March 2012. There is an increase of almost 8.6 % in the profitability of the Company. The significant improvement in performance of the Company may be attributed to greater focus on achieving operating efficiencies, cost containment and concentration on products with high margins.

DIVIDEND

Your Directors feel that Company should re- invest the profit in the business and to target growth in the existing business areas.

In order to meet its growing fund requirement and to conserve its resources for future expansions, the Directors have decided not to recommend the dividend for the current year.

CHANGE OF REGISTERED OFFICE OF THE COMPANY

The Registered office of the Company was changed from 27, Kilokari village, opposite Thappar business centre, Sunlight colony, New Delhi – 110 014 to B-25, Ist floor, Dayanand Colony, Lajpat Nagar, New Delhi – 110 024 with effect from January 1, 2013 for the purpose of administrative convenience.

INCREASE IN AUTHORIZED SHARE CAPITAL

During the year under review, the authorized share capital of the Company was increased from Rs. 25 Lakhs divided into 2,50,000 equity shares of Rs. 10/- each to Rs. 5.25 Crores divided into 52,50,000 equity shares of Rs. 10/- each.

CONVERSION OF COMPANY INTO A PUBLIC LIMITED COMPANY

During the FY 2012-13, the Company was a private limited Company. Subsequently, our Company was converted into a public limited Company under the Companies Act, 1956 and the name of the Company was changed to “VKJ Infradevelopers Limited" pursuant to issue of fresh certificate of incorporation consequent upon change of name on conversion to public limited Company dated May 29, 2013.

LISTING ON SME PLATFORM

Your Directors are pleased to inform you that the Company''s securities have now been listed on the SME Platform of BSE Limited on August 30, 2013 and the Company has paid listing fee to the Exchange for the year 2013-14.

INITIAL PUBLIC OFFERING

During the year the Company came out with an initial public offering of 51,00,000 Equity shares of the face value of Rs. 10/- each for cash at a price of Rs. 25/- per share (including a share premium of Rs. 15/- per Equity share) aggregating to Rs. 1275 Lacs.

The public issue opened for subscription on 12th August, 2013 and closed on 16th August, 2013. The basis of allotment was finalized in consultation with the Designated Stock Exchange – Bombay Stock Exchange Limited on 26th August, 2013.

The Company''s shares got listed on the SME platform of BSE Limited on 30th August, 2013.

DEMATERIALIZATION OF SHARES

In the year currently under review, the Company''s equity shares have been dematerialized to be traded in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), Mumbai.

Further, the Company has appointed M/s Sharepro Services (I) Private Limited as the Registrar to the Company.

SUBSIDIARIES

Presently, there is no subsidiary of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

Since there is no subsidiary of the Company at present, hence no consolidated financial statements have been prepared

PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any fixed deposits from the public.

PARTICULARS OF EMPLOYEES

Your Directors'' would like to place on record their deep appreciation of all employees for dedicated and sincere services rendered by them.

The Statement of employees required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 1975 is not annexed, as there is no employee drawing salary exceeding the present limits as provided under the Act i.e. drawing monthly remuneration exceeding Five Lakh Rupees and annual remuneration exceeding Sixty Lakh Rupees.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The provisions of Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the report of Board of Directors'') Rules, 1988 regarding conservation of energy and technology absorption are not applicable. Therefore the information relating to conservation of energy or technology absorption etc is not given. There has been no foreign exchange earnings and outgo during the year under report.

AUDITORS & AUDITORS'' REPORT

M/s Thakur Saroj & Co, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. They have offered themselves for re-appointment as Statutory Auditors and have provided a certificate that their re-appointment, if made, will be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956. The Board of Directors and the Audit Committee recommend their appointment for the ensuing year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors hereby confirm that:-

(i) In the preparation of the annual accounts for the year ended March 31, 2013, the applicable Accounting Standards have been followed and proper explanations were provided for material departures, if any.

(ii) 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 as at the end of the financial year and of the profit of the Company for period under review.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors had prepared the annual accounts for the financial year ended March 31, 2013, on a going concern basis.

MANAGEMkENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 52 of the Listing Agreement to be entered into with Bombay Stock Exchange Ltd., Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors Report.

CORPORATE GOVERNANCE

Your Company was not a listed company as on 31st March, 2013. Your Company''s Equity Shares got listed on August 30, 2013 on SME platform of BS E Ltd. (BSE). Though strictly not necessary a detailed report on the Corporate Governance in compliance with Clause 52 of the

Listing Agreement is presented as a part of the Annual Report. A Certificate from the Auditor on the compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

ACKNOLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

By Order of the Board

For VKJ Infradevelopers Limited

Sd/-

Manoj Kumar Director

DIN: 06590962

Date: 05.09.2013

Place: New Delhi