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VKS Projects Ltd			Industry : Engineering - Turnkey Services


BSE Code:	534567	NSE Symbol:	VKSPL	P/E(TTM):	0

ISIN Demat:	INE213M01024	Div & Yield %:	0	EPS(TTM):	0

Book Value(Rs):	-1.38444	Market Cap ( Cr.):	2.52	Face Value(Rs):	1

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Dear Members,

Your 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 31^st March, 2016.

1. Financial Summary or performance of the company:

		(Rs. in Lacs)
PARTICULARS	YEAR ENDED 31.03.2016	YEAR ENDED 31.03.2015
Income for the year	450.80	283.28
Profit before Interest, Depreciation and Tax	(10.892.31)	(131.41)
Less: Financial charges	-	03.05
Depreciation	181.63	117.75
Provision for Taxations/Deferred Tax	-	(54.63)
Prior Period Items/Extra Ordinary Items	-	-
Net Profit/Loss for the current year	(10,892.31)	(76.72)

2. OPERATIONS OF THE COMPANY

During the FY 2015-16, the Company has reported Net loss of Rs. (10,892.31) lacs and in previous year Company has reported Net Loss of Rs. (76.72) lacs

3. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2016 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

Dr. V. K. Sukumaran 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. 11 and 16 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 2015-16, so no CSR amount spend during Financial Year 2015-16.

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 SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015, constituted the Audit Committee of the Board. As on date, the members of the Audit Committee are Mr. Ronindra Nath Ghose, Dr. V. K. Sukumaran and Mrs. SandhyaManoharBeedkar

10. DIRECTORS/KEY MANAGERIAL PERSONNEL

Name of Director	Mrs. Sandhya Manohar Beed	Mr. Ronindra Nath Ghose	Mr. C.D. Nathan	Dr. V.K. Sukumaran
Type	Non-Executive Independent Director	Non-Executive Independent Director	Executive Director And CFO	Managing Director
Date of Birth	20/04/1978	04/01/1950	26/10/1957	28/01/1966
Date of Appointment	14/08/2014	11/02/2013	10/01/2013	17/02/1998
Qualification	Graduate	Mechanical Engineer	B.Com	Mechanical Engineer
No. of Equity Shares	NIL	NIL	NIL	83,050,800
Expertise in Specific	Legal and Corporate	Business Consultant	Finance	Business Consultant
Directorships held i n other Companies	1	NIL	2	7
Particulars of Committee Chairmanship/ Members hip held in other	NIL	NIL	NIL	NIL
Relationship with other Directors inter-se	None	None	None	None

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Clause 49 of the Listing Agreement SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015, 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 Four 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, 2016 and its loss for the year ended on that date;

iii) your Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with theprovisions of the Act for safeguarding theassets of the Company and for preventing anddetecting fraud and other irregularities

iv) your Directors had prepared the AnnualAccounts for the year ended March 31, 2016 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 systemsto 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 theTransactions of repetitive nature. The transactions entered into pursuant to the omnibus approval ofthe 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 thereunder, as amended from time to time, the Board of Directors recommend the appointment of M/s J.Maitra & Associates, Chartered Accountants (Firm Registration No.119676W), 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 2017.

The Auditor's report on the Financial Statements of the Company for the financial year 2015-16 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 SEBI Listing Obligations & Disclosure Requirement, 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 SEBI Listing Obligations & Disclosure Requirement, 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, 2016 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: 11th May, 2016	Dr V K Sukumaran
	Chairman & Managing Director
	DIN:01097429