Matra Kaushal Enterprise Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 27th Annual Report and the Audited Financial Statements for the financial year ended 31stMarch,2019.

Financial Performance:

The financial performance of the Company for the financial year ended March 31, 2019 is summarized below:

(Rupees in Lacs)

Particulars FY 2018-2019 FY 2017-2018
Total Income 99.44 59.85
Profit before Interest & Depreciation 8.2 5.76
Less: Interest 0 0
Profit before Depreciation 8.2 5.76
Less: Depreciation 0.93 1.10
Profit after Depreciation 7.26 4.66
Less: Income Tax & FBT 1.89 1.41
for the Current Year
Profit after Tax 5.37 3.25
Balance of profit/loss brought (51.87) (55.12)
forward from previous period
Amount available for appropriation (46.50) (51.87)
Balance carried Over (46.50) (51.87)

Operations

During the year under review the companys income has increased from Rs. 59.85 Lakhs to Rs.99.44 Lakhs. Further, the Profit after tax has also increased from Rs.3.25 Lakhs to Rs. 5.37 Lakhs

However, members will notice that the company has previous years accumulated losses to the extent of Rs. 51.87 lakhs.

Dividend

Due to the conservation of profits, the company has not recommended any dividend for the year under review.

Change in the nature of business, if any:

There is no change in the nature of business of the Company, during the year under review.

Share Capital

The Authorized Share Capital of the Company stands at Rs. 24,00,00,000 (Rupees Twenty Four Crore only) divided into 2,40,00,000 (Two crores Forty Lakhs only) Equity Shares of Rs. 10/- (Rupees Ten) each.

The Paid up Share Capital is Rs. 20,17,17,850/- (Rupees Twenty Crore Fifty Seventeen Lakh Seventeen Thousand and Eight Hundred and Fifty Only) divided into 2,01,71,785 (Two Crore One Lakh Seventy One Thousand Seven Hundred and Eighty five Only) equity shares of Rs. 10/- each

No change in the Share Capital of the Company has occurred during the year.

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Subsidiary , associate companies

Company do not have any subsidiary, associate or Joint venture companies.

Deposits

The Company has not accepted any deposits from the public and no amount of principal or interest on public deposits was outstanding as on the balance sheet date within the meaning of Section 73 and section 74(1) of Companies Act, 2013 and Rule 2 ( c ) of Companies (Acceptance of Deposits) Rules, 2014.

Transfer to Reserves

No amount was transferred to reserves for the year ended 31stMarch, 2019 since the company has incurred losses in the previous years.

Directors and Key Managerial Personnel

Relevant information on composition of the Board and number of meetings is provided in ‘Board of Directors section of Corporate Governance Report which forms part of this Annual Report.

In compliance with Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, brief resume of all the Director proposed to be re-appointed is attached along with the Notice of the ensuing Annual General Meeting.

Mrs. PremlataPartani, the Director of the Company is also liable to retire by rotation at the ensuing Annual General Meeting and offers herself for re-appointment.

Mr. Dennis Alvares has resigned from the company as director w.e.f 07/03/2019 and Mr. Muralikrishna Mohan Rao Kunapareddy were appointed as Non- Executive Independent Director on 10th day of July,2019

Mr. Mohammad Kamran, holding Associate membership no: A49626 of the Institute of Company Secretaries of India was appointed as Company Secretary and compliance officer of the company w.e.f 06th December,2018

However, Mr. Mohammad Kamran has tendered his resignation as Company Secretary and compliance officer of the Company w.e.f 05th April,2019 due to personal reasons.

Appropriate resolutions for the appointment/ re-appointment of Directors are being placed before you for your approval at the ensuing Annual General Meeting.

Declaration by Independent Directors

Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, all the Independent Directors of your Company have given declaration that they have met the criteria of independence as required under the Act and the regulations.

Formal Annual Evaluation of the performance of the Board, its Committees and the Directors

Pursuant to the provisions of the Companies Act, 2013 and Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out performance evaluation taking into consideration of various aspects of the Boards functioning, composition of Board, and its Committees, execution, and performance of specific duties, obligations and governance. The Performance of evaluation of Independent Directors was completed. The Performance evaluation of Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with evaluation process.

Remuneration Policy

Your Directors has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy forms part of the Corporate Governance Report.

Board Committees

Detailed composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Grievances Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

Number of Meetings of the Board and Audit Committee

A calendar of meetings is prepared and circulated in advance, to the Directors. During the year 07Board Meetings and 06 Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report.

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 notes to the financial statements annexed to this Report.

Disclosure under the Sexual Harassment of Women at Workplace

In accordance with the provisions of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013, the company is required to have an Anti- sexual harassment policy though which an Internal Complaints Committee is constituted. The said committee meets at regular intervals to redress any complaints received by the committee in these lines and after due deliberation aims at disposing off the complaints. However there has been no such complaint filed within the company till date.

Related Party Transactions

All Related Party Transactions are entered on Arms Length basis and are in compliance of the Companies Act, 2013 and the SEBI(LODR) Regulations.

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. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on an annual basis.

Disclosures of transactions of the listed entity with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity, in the format prescribed in the relevant accounting standards for annual results.

Whistle Blower Policy / Vigil Mechanism

The Company has established a Vigil Mechanism/Whistle Blower Policy, pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 4(2)(d)(iv) of SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015 which enables its directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy and provides safeguards against victimization of director(s)/employee(s), who avail of the mechanism. The Policy has been appropriately communicated to the employees within the organization.

Directors responsibility statement

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 with respect to Directors Responsibility Statement, it is hereby confirmed.

(i) That in the preparation of the accounts for the financial year ended March 31, 2019 the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31stMarch, 2019 and of the loss of the Company for the year ended on that date

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors had prepared the accounts for the financial year ended March 31, 2019 on a going concern basis.

(v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively

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

Extract of Annual Return

The extract of Annual Return as provided under Sub-section (3) of Section 92 of the Companies Act, 2013, in the prescribed Form MGT- 9 is annexed to this report in Annexure – II, pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014.

Auditors

Pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, the current auditors of the Company, M/s Jeedigunta & Co., Chartered Accountants were appointed by the members at the 25thAnnual General Meeting to hold office until the conclusion of the 30thAnnual General Meeting, subject to ratification by shareholders at each AGM.

The Company has received a certificate from M/s Jeedigunta& co., Chartered Accountants, to the effect that if reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Pursuant to notification issued by the Ministry of Corporate Affairs on 7th May,2018 amending section 139 of the Companies Act,2013and the rules framed thereunder, the mandatory requirement for ratification of appointment of auditors by the members at every Annual General Meeting ("AGM") has been omitted, and hence the company is not proposing an item on ratification of appointment of Auditors at this AGM.

Management Reply to Auditors Report

There are no major qualifications mentioned by the Auditors in the Auditors Report except as follows:

Qualification:

During the Financial year the Company has not received the interest on Loans & Advances of Rs.13.71 crores outstanding in the books of accounts as on 31.03.2019. if the company has provided the interest @9% on loans & advances of Rs.13.71Crores the Profit is increased by an amount of Rs.1,23,39,357/- i.e. from Profit of Rs.7,25,799/- to Profit of Rs.1,30,65,156/-.

Reply

It is to be noted that, the parties to whom the Inter Corporate Loan is extended has written to company stating its inability to pay Interest on the Loan and advances outstanding for F.Y 2018-19. However the said parties has assured to return the outstanding Loans and advances of Rs.13.71crore during the current F.Y 2019-20. Hence the company thought it appropriate not to provide interest on the said Loans and advances.

Reporting of Fraud

The Auditors of the Company have not reported any frauds specified under Section 143(12) of the Companies Act, 2013.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed, Mr. Akhil Mittal (Membership No: ACS No 38717, CP No 21095) Practicing Company Secretary to undertake the Secretarial Audit of the Company. Secretarial Auditor Report for the year 2018-19 given by Mr. Akhil Mittal, in the prescribed Form MR-3 is annexed to this report in Annexure –I.

Observation by secretarial Auditor

WIDTH="635" DIR="LTR">
Sr.No Compliance Deviations Reply by the management
Requirement (Regulations/ circulars / guidelines including specific clause)
1. Regulation 27(2) The Company has delayed in filing of quarterly compliance report on Corporate Governance for quarter ended 30th June 2018 The Company has subsequently filed the quarterly compliance report with BSE.
2. Regulation 31(1) The Company has delayed in filing of quarterly shareholding pattern for quarter ended 31st March 2018 The Company has subsequently filed the quarterly shareholding pattern with BSE.
3. Regulation 31(2) The shareholding of one of the promoter is not in dematerialized form The Shareholding of AP INDUSTRIAL DEVL CORP LTD is still in physical form.
4. Regulation 34(1) The Company has submission to Exchange a copy report delayed in the Stock of annual The Company has subsequently filed the Annual Report with BSE.
5. Regulation 44(3) The Company has delayed in submission of details of voting results to the stock exchange The Company has subsequently filed the voting results with BSE.
6. Regulation 46(1) The Company has maintained a functional website containing the basic information about the Company but is not updated on regular basis. The Companys website is not updated on regular basis and the management is in process of updating the same.
7. Regulation 55(A) of SEBI (Depository Participants) Regulations 1996 The Company has delayed in filing of quarterly Reconciliation of Share capital for quarter ended 31st March 2018 The Company has subsequently filed the Reconciliation of Share capital with BSE.
8. Regulation 17(1) One of the Independent Directors of the Company has resigned on 7th March 2019 from the Board and the Company has 3 months time from the date of resignation of Independent Director to comply with the requirements of composition of Board of Directors The Company has 3 months time to comply with the requirement of composition of Board of Directors from the date of resignation of Independent Director. Further on 10.07.2019, company has appointed Mr. Muralikrishna Mohan Rao Kunapareddy as Independed Non-Executive Director
9. Section 21A of Securities Contract (Regulations) Act, 1956 read with Rule 21 of Securities Contract (Regulation) Rules, 1957 and SEBI (Regulatory Fees on stock Exchange) Regulations, 2006 Non payment of Listing fees The Company has still not paid listing fees and requested the exchange to grant extension of time for payment of listing fess.
10. BSE circular no. LIST/COMP/15/2018-19 dated July 5, 2018 and SEBI circular No. SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated April 20, 2018 The Company has sent the first intimation to shareholder along with Annual Report and 1st reminder through courier. the Company is in process of sending the 2nd reminder through Registered / Speed Post
11. regulation 47(1) of SEBI (LODR) Regulations 2015 Company has not provided records for the newspaper publication required for the quarter ended 31.03.2018, 30.06.2018 and intimation of notice of Annual General Meeting

12. BSE has sent a notice dated July 11, 2018, intimating Suspension of trading of securities due to non-compliances of certain regulations of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015. 13. Freezing of Promoter and Promoter group Demat accounts for nonpayment of fine of Rs.

3,30,067/- levied for Late/Non submission of certain Regulations of SEBI (LODR) Regulations, 2015 14. Freezing of Promoter and Promoter group Demat accounts for nonpayment of fine of Rs.

2,76,120/- levied for Late/Non submission of SEBI (LODR) Regulations, 2015

Reply to Point 12-14

Company and its Management will be taking steps for Revocation of suspension of trading and also for defreeze of demat accounts in accordance with requirements of BSE guidelines

Adequacy of Internal Financial Controls

The Company has established and is maintaining internal controls and procedures. The Board of Directors have evaluated the effectiveness of the Companys internal controls and procedures and confirm that they are adequate based on the size and the nature of its business.

Internal Audit

The Company has a well established system of Internal Audit which carries out audit on Risk Management framework covering all the functions.

Corporate Governance

Pursuant to Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a separate report on corporate governance has been included in this Annual Report in Annexure –V together with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance, the reports on Management Discussion and Analysis and General Shareholder Information.

All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year 2018-19. A declaration to this effect signed by the Chairman & Managing Director/CEO of the Company is contained in this Annual Report.

Development and Implementation of Risk Management Policy

Information on the development and implementation of a risk management policy for the Company including identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company is given in the report on Management Discussion and Analysis.

Management discussion and analysis report

Pursuant to Regulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is annexed as Annexure-IV as a part of the Annual Report.

Corporate Social Responsibility

The provisions relating to Corporate Social Responsibility do not apply to the Company.

Conservation of Energy, Technical Absorption and Foreign Exchange Earning and Outgo

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Sec.134 (3) (m) of the Companies Act 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in the Annexure-III forming part of this report.

Declaration about Compliance with Code of Conduct by Members of the Board and Senior Management Personnel

The Company has complied with the requirements about the Code of Conduct for Board members and Senior Management Personnel.

Significant and material orders passed by the regulators or court

There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations.

Material Changes & Commitments

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

Training of independent directors

Whenever new Non-executive and Independent Directors are inducted in the Board they are introduced to our Companys culture through appropriate orientation session and they are also introduced to our organization structure, our business, constitution, Board procedures, our major risks and management strategy.

Industrial Relation

Industrial relations remand cordial throughout the year and your Directors express their deep gratitude to all the employees. The Company is pursuing its policy to provide a congenial working environment at work place.

Listing

The Company‘s shares are listed on Bombay Stock Exchange.

Transfer of Unclaimed Dividend to Investor Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

Particulars of Employees

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not Applicable. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company.

Copies of this statement may be obtained by the members by writing to the Company at the Registered Office of the Company. The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not Applicable.

Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for the co-operation and continued support by Central and State Governments, Banks, Suppliers and business associates as well as shareholders. Your Directors also place on record their appreciation for the devoted services rendered by all employees for the dedication and sense of commitment shown by the employees at all levels and their contribution towards the performance of the company.

By the Order of the Board
For MatraKaushal Enterprise Limited
Sd/- Sd/-
Place: Secunderabad Ramesh chandraPartani Suresh Chandra Partani
Date: 05.09.2019 Managing Director Director
(DIN: 02260773) (DIN: 01941799)