Directors Report of VKS Projects Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting this Directors Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2015.

1. Financial Summary or performance of the company:

(Rs. in Lacs)

PARTICULARS YEAR ENDED YEAR ENDED 31.03.2015 31.03.2014

Income for the year 283.28 6,924.15

Profit before Interest, Depreciation and Tax (10.61) (186.76)

Less: Financial charges 03.05 374.24

Depreciation 117.75 232.96

Provision for Taxations / Deferred Tax (54.63) (274.83)

Prior Period Items / Extra Ordinary Items - -

Net Profit/Loss for the current year (76.72) (519.12)

2. OPERATIONS OF THE COMPANY

During the FY 2014-15, the Company has reported Net loss of Rs. (76.72) lacs and in previous year Company has reported Net Loss of Rs. (519.72) lacs

3. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was 6,300 lakhs. During the year under review, the Company has neither issued any shares nor granted stock options nor sweat equity

4. DIVIDEND

In view of the Loss incurred by the Company during the current financial year, your Directors do not recommend payment of any dividend for the year.

5. DIRECTORS

Mr. Nathan will retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note nos. 10 and 15 to the Standalone Financial Statements. The company has not made any investments.

7. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility has been an integral part of the way in which your company does business. Company had loss during Financial Year 2014-15, so no CSR amount spend during Financial Year 2014-15.

8. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively

9. AUDIT COMMITTEE

Your Directors have, in compliance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, constituted the Audit Committee of the Board. As on date, the members of the Audit Committee are

Mr. RonindraNathGhose, Dr. V. K. Sukumaran and Mrs. SandhyaManoharBeedkar

10. DIRECTORS / KEY MANAGERIAL PERSONNEL

Name of Director Mrs. Mr. RonindraNathGhose SandhyaManoharBeed

Type Non-Executives Non-Executive Independent Independent Director Director

Date of Birth 20/04/1978 04/01/1950

Date of Appointment 14/08/2014 11/02/2013

Qualification Graduate Mechanical Engineer

No. of Equity Shares NIL NIL

Expertise in Specific Legal and Corporate Business Consultant

Directorships held in 1 NIL other Companies

Particulars of Committee NIL NIL Chairmanship/ Members- hip held in other Companies

Relationship with other None None Directors inter-se

Mr. C.D.Nathan Dr. V. K. Sukumaran

Executive Director Managing Director And CFO

26/10/1957 28/01/1966

10/01/2013 17/02/1998

B.Com Mechanical Engineer

NIL 83,050,800

Finance Business Consultant

2 3

NIL NIL

None None

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the individual directors as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12. MEETINGS

During the year seven Board Meetings were convened and held, the details of which are given more specifically in the Corporate Governance Report.

13. COMMITTEES OF THE BOARD

The details of all the Committees of the Board including the Audit Committee, along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance which forms part of this Annual Report.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company hereby confirms:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) your 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 as at March 31, 2015 and its loss for the year ended on that date;

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

iv) your Directors had prepared the Annual Accounts for the year ended March 31, 2015 on a going concern basis.

v) the Directors had laid down internal financial controls which are followed by the company and that such internal financial controls are adequate and are operating effectively.

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. There are 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.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval, wherever required. Prior omnibus approvals of the Audit Committee were obtained for the Transactions of repetitive nature. The transactions entered into pursuant to the omnibus approval of the Audit Committee were placed before the Audit Committee for its review on a quarterly basis. The Company has framed a policy on Related Party Transaction for purpose of monitoring of such transactions.

16. FIXED DEPOSITS

Your Company has not accepted or renewed any deposits under Chapter V of Companies Act, 2013 during the year under review.

17. AUDITORS

a) STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, as amended from time to time, the Board of Directors ratify the appointment of M/s Maheshwari& Company, Chartered Accountants (Firm Registration No.105834W), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company to be held in the year 2016.

The Auditor's report on the Financial Statements of the Company for the financial year 2014-15 contain qualifications, reservations or adverse remark. The board is in the process to resolve the qualifications at the earliest.

b) SECRETARIAL AUDITORS

Pursuant to provision of Section 204 of Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company is in process to undertake to Secretarial Audit.

18. CORPORATE GOVERNANCE

Your Company as listed, in compliance with Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is enclosed as a part of this Annual Report in regards to compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is appended to this Annual Report and forms part of this Directors' Report.

19. EXTRACT OF ANNUAL RETURN

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

20. PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

21. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, provisions regarding conservation of energy and technology read with Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable.

22. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no Foreign Exchange earnings or outgo during the year under review.

23. SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by any Regulators or Courts or Tribunals during the year March 31, 2015 impacting the going concern status and company's operations in future.

24. Acknowledgments:

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions, shareholders debenture holders and employees of the Company for their continued support and encouragement.

For and on behalf of the Board of Directors

Place: Navi Mumbai

Dated:13th August, 2015 Dr V K Sukumaran

Chairman& Managing Director

DIN: 01097429

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the 16thAnnual Report together with Audited Financial Accounts of your Company for the Financial Year ended March 31,2014:

(Rs. in Lacs)

FINANCIAL RESULTS 2013-14 2012- 2013

Income for the year 6,924.15 20,603.99

Profit Before Interest, Depreciation and Tax (186.76) 1452.24

Less: Finance Charges 374.24 615.61

Depreciation 232.96 180.55

Provision for Taxations / Deferred Tax (274.83) 236.76

Prior Period Items / Extra Ordinary Items -

Net Profit/Loss for the current year (519.12) 419.31

OPERATIONS

During the FY 2013-14, the Company has reported Net loss of Rs. (519.12) lacs and in previous year Company has reported Net profit of Rs. 419.31 lacs.

DIVIDEND

In view of the Loss incurred by the Company during the current financial year, your Directors do not recommend payment of any dividend for the year.

DIRECTORS

Mr. Nathan will retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re- appointment.

Dr. V. K. Sukumaran has been appointed as Managing Director of the Company during the financial Year 2013-14.

The Board of Directors at its meeting held on 31st July, 2014 appointed Mrs. Sandhya Manohar Beedkar as an Additional and Independent Director of the Company. She will hold office upto the date of ensuing Annual General Meeting.

Further Board has decided to appoint Mrs. Sandhya Manohar Beedkar, Mr. Jaywant Bolaikar and Mr. Ronindra Nath Ghose as Independent Directors of the Company pursuant to provisions of the Companies Act, 2013 and rules made thereunder The Company has received notices in writing from members proposing the appointment of the Independent Directors of the Company for the office of Director, subject to shareholders'' approval to be obtained at the ensuing 142nd Annual General Meeting of the Company.

AUDITORS

M/s. Maheshwari & Co., Chartered Accountants, Auditors of the Company retire at the ensuing General Meeting and being eligible, offer themselves for reappointment for 4 consecutive years till the conclusion of 20th Annual General Meeting in the calendar year 2018

AUDIT COMMITTEE

Your Directors have, in compliance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement, constituted the Audit Committee of the Board. As on date, the members of the Audit Committee are Mr. Jaywant Bolaikar, Dr. V. K. Sukumaran and Mr. Ronindra Nath Ghose.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of your Company hereby confirms:

that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

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 as at the end of the financial year and of the Profit and Loss of the Company for the period;

that the Directors have 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;

That the Directors have prepared the annual accounts on a ''going concern'' basis.

MANAGEMENT DISCUSSION & ANALYSIS

A separate Report on Management Discussion & Analysis is appended to this Annual Report and forms part of this Directors''Report.

CORPORATE GOVERNANCE

Your Companyas listed,in compliance with Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from a Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is appended to this Annual Report and forms part of this Directors'' Report.

DEPOSITS

The Company has accepted Public Deposits from the public, during the Financial Year 2013-14. The Company is in the process of complying necessary Rules and Regulations of Companies Act, 1956.

ADDITIONAL INFORMATION

The information relating to Conservation of Energy, Technical Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956 read with The Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, as amended, is not applicable to the Company.

The requirement of the provisions of Section 217(2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the contributions made by the employees at all levels enabling the Company to achieve the performance during the year under review.

Your Directors are thankful to the Central Government, Government, Government agencies, bankers, local bodies, Registrar of Companies, stock exchanges, depositories, shareholders, customers, vendors, associates of the Company and other related organizations for their continuous co-operation and support in progress of the Company and also look forward to their continued confidence and trust in the Company.

For and on behalf of the Board

Dr. V. K.Sukumaran Chairman & Managing Director Registered Office: 507, Sai Sangam, Sector 15, CBD Belapur, Navi Mumbai, Maharashtra-400 706.

Date : 14thAugust, 2014 Place: Navi Mumbai

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Mar 31, 2013

To The Members,

The Directors are pleased to present the Annual Report together with Audited Financial Accounts of your Company for the Financial Year ended March 31, 2013:

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2012-2013 2011-2012

Revenue from Operations 20,585.03 14,408.27

Profit Before Interest, Depreciation and 19512.85 13411.79 Tax

Less: Finance Charges 615.61 339.46

Depreciation 180.55 134.65

Provision for Taxations / Deferred Tax 236.76 247.71

Prior Period Items / Extra Ordinary Items - (9.34)

Net Profit/Loss for the current year 419.31 562.26

OPERATIONS

During the FY 2012-13, the Company reported 42.86% growth in gross revenue from operations of Rs 20,585.03 lacs as against Rs. 14,408.27 lacs during the FY 2011-12. For the year 2012-13, the Company recorded Profit after Tax of Rs. 419.31 lacs as against previous year of Rs. 562.26 lacs.

SUB-DIVISION OF EQUITY SHARES

During the year, the face value of Equity Shares of the Company was sub-divided from Rs. 10/- to Re.1/- each vide ordinary resolution passed in the Extra Ordinary General Meeting held on 08th February, 2013.

BONUS ISSUE

During the year Company made Bonus Issue of Equity Shares in the proportion of 5:2 vide Special resolution passed in the Extra Ordinary General Meeting held on 22nd April, 2013.

DIVIDEND

To conserve resources for the long term needs of the Company, your Directors do not recommend payment of any dividend for the year.

DIRECTORS

Mr. Jaywant Bolaikar will retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Mr. Nathan has been appointed as Whole-Time Director of the Company during the financial Year 2012-13.

Mr. Nathan, Mr. Jayesh Raminkalal Udeshi and Mr. Ronindra Nath Ghose have been appointed as additional directors by the Board during the year and shall hold office up to the date of the ensuing Annual General Meeting pursuant to Section 260 of the Companies Act, 1956. The Company has received notice from its members the candidatures of Mr. Nathan, Mr. Jayesh Raminkalal Udeshi and Mr. Ronindra Nath Ghose for the office of Directorship under Section 257 of the Companies Act, 1956.

AUDITORS

M/s. Borkar & Muzumdar, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company. At the ensuing Annual General Meeting, Board of Directors of the Company recommends the appointment of M/s. Maheshwari & Company, Chartered Accountants, as the Statutory Auditors of the Company for the financial year 2013-14. The Company has obtained a certificate from them stating that their appointment, if considered and approved, will be within the limits of Section 224(1B) of the Companies Act, 1956. The Company has also obtained a certificate from them stating that they have subjected themselves to the Peer Review Process of Institute of Chartered Accountants of India (ICAI).

AUDIT COMMITTEE

Your Directors have, in compliance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement, constituted the Audit Committee of the Board. As on date, the members of the Audit Committee are Mr. Ronindra Nath Ghose, Mr. Jaywant Bolaikar and Dr. V. K. Sukumaran.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of your Company hereby confirms:

1) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

2) 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 as at the end of the financial year and of the Profit and Loss of the Company for the period;

3) that the Directors have 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;

4) that the Directors have prepared the annual accounts on a ''going concern'' basis.

MANAGEMENT DISCUSSION & ANALYSIS

A separate Report on Management Discussion & Analysis is appended to this Annual Report and forms part of this Directors'' Report.

CORPORATE GOVERNANCE

Your Company as listed, in compliance with Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from Statutory Auditors regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is appended to this Annual Report and forms part of this Directors'' Report.

DEPOSITS

The Company has accepted Public Deposits from the public, during the Financial Year 2012-13. The Company is in the process of complying necessary Rules and Regulations of Companies Act, 1956.

ADDITIONAL INFORMATION

The information relating to Conservation of Energy, Technical Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956 read with The Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, as amended, is not applicable to the Company.

The requirement of the provisions of Section 217(2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable to the Company.

ACKNOWLEDGMENT

Your Directors place on record their appreciation for the contributions made by the employees at all levels enabling the Company to achieve the performance during the year under review.

Your Directors are thankful to the Central Government, Government, Government agencies, bankers, local bodies, Registrar of Companies, stock exchanges, depositories, shareholders, customers, vendors, associates of the Company and other related organizations for their continuous co-operation and support in progress of the Company and also look forward to their continued confidence and trust in the Company.

For and on Behalf of the Board

Sd/-

Dr. V. K. Sukumaran

Chairman and Managing Director

Registered Office:

507, Sai Sangam, Sector 15,

CBD Belapur,

Navi Mumbai,

Maharashtra - 400 614.

Date: 13th August, 2013

Place: Navi Mumbai

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Mar 31, 2012

To The Members,

The Directors are pleased to present the Annual Report together with Audited Financial Accounts ofyour Company for the Financial Year ended March 31,2012:

FINANCIAL RESULTS 2011-2012 2010-2011 (Rs.) (Rs.)

Total Income 1,443,590,084 602,542,618

Profit before Taxes 81,930,540 47,220,381

Provisions for Taxation 25,704,982 15,623,146

Profit after Taxes 56,225,558 31,597,235

OPERATIONS

During the FY 2011-12, the Company reported gross revenue from operations of Rs. 14,408.27 lacs as against Rs. 6,025.13 lacs during the FY 2010-11. For the year 2011-12, the Company recorded PAT of Rs. 562.25 lacs as against previous year of Rs. 315.97 lacs.

INTIAL PUBLIC OFFER

The Company has successfully completed the process of Initial Public Offer and allotted 1,00,00,000 equity shares of Rs. 10/- each at the premium of Rs. 45/-. At present, the Equity shares of the Company are listed on BSE & NSE w.e.f. 18 th July, 2012. The management of the Company is thankful to the investors for overwhelming response in the Initial Public Offer of the Company.

DIVIDEND

To conserve resources for the long term needs of the Company, your Directors do not recommend payment of any dividend for the year.

DIRECTORS

Mr. Jaywant Bolaikar and Mr. Roy Daniel will retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Ms. Mohua Ranendranath Ghosh has been appointed as additional director by the Board during the year and shall hold office up to the date of the ensuing Annual General Meeting pursuant to Section 260 of the Companies Act, 1956. The Company has received notice from one of its members the candidature of Ms. Mohua Ranendranath Ghosh for the office of Directorship under Section 257 of the Companies Act, 1956.

AUDITORS

M/s Borkar & Muzumdar, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company. The Company has obtained a certificate from them stating that their appointment, if considered and approved, will be within the limits of Section 224(1B) of the Companies Act, 1956. The Company has also obtained a certificate from them stating that they have subjected themselves to the Peer Review Process of Institute of Chartered Accountants of India (ICAI). Being eligible, they offer themselves for re-appointment as Statutory Auditors for the FY 2012-13.

AUDIT COMMITTEE

Your Directors have, in compliance with the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement, constituted the Audit Committee of the Board. As on date, the members of the Audit Committee are Mr. Jaywant Bolaikar, Dr. V. K. Sukumaran and Mr. Roy Daniel.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of your Company hereby confirms:

1) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any; .

2) 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 as at the end of the financial year and of the Profit and Loss of the Company for the period;

3) that the Directors have 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;

4) that the Directors have prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion & Analysis is appended to this Annual Report and forms part of this Directors' Report.

CORPORATE GOVERNANCE

Your Company was not listed as on 31st March, 2012 and its shares got listed on BSE & NSE on 18th July, 2012. In compliance with Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from a Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is appended to this Annual Report and forms part of this Directors' Report.

DEPOSITS

The Company has accepted Public Deposits from the public, during the Financial Year 2011-12. The Company is in the process of complying necessary Rules and Regulations of Companies Act, 1956.

ADDITIONAL INFORMATION

The information relating to Conservation of Energy, Technical Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed pursuant to Section 217(l)(e) of the Companies Act, 1956 read with The Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, as amended, is not applicable to the Company.

The requirement of the provisions of Section 217(2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the contributions made by the employees at all levels enabling the Company to achieve the performance during the year under review.

Your Directors thank the Central Government, Government, Government agencies, bankers, local bodies, Registrar of Companies, stock exchanges, depositories, shareholders, customers, vendors, associates of the Company and other related organizations for their continuous co-operation and support in progress of the Company and also look forward to their continued confidence and trust in the Company.

For and on Behalf of the Board

Dr. V. K. Sukumaran

Chairman and Managing Director

Registered Office:

507, Sai Sangam, Sector 15,

CBD Belapur, Navi Mumbai,

Maharashtra-400 706

Date: 26/09/2012

Place: Navi Mumbai