The Directors have pleasure in presenting before you the 30^th Board’s Report of the Company
together with the Audited Statements of Accounts for the year ended 31^st March, 2022.

1. FINANCIAL SUMMARY /HIGHLIGHT S:

The performance during the period ended 31^st March, 2022 has been as under:

2. REVIEW OF OPERATIONS:

During the Year under the review, the total revenue of the Company for the financial year 2021¬
22 was Rs. 74,83,379 as against Rs. 99,31,970 for the previous financial year. The net loss for the
financial year 2021-22 is Rs. (18,46,29,595) as against the net profit of Rs. 17,887 for the
previous year.

During the period under review and the date of Board’s Report there was no change in the nature
of Business.

3. DIVIDEND

The Directors have not recommended dividend for the year 2021-22.

4. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company’s affairs and related aspects is provided under Management
Discussion and Analysis report, which has been prepared, inter-alia, in compliance with
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and
forms part of this Report.

5. RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not
proposed to transfer any amount to general reserves account of the company during the year
under review.

No amount was transferred to reserves for the year ended 31^st March, 2022 since the company has
incurred losses in the previous years.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board’s Report there was no change in the nature
of Business.

7. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of the company
between 31st March, 2022 and the date of Board’s Report. (i.e., 08.09.2022)

8. REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year under review.

9. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY:

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.

10. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the
relevant circulars and amendments thereto, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the due date is required to be transferred to the
Investor Education and Protection Fund (“IEPF”), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and
therefore no amount is required to be transferred to Investor Education and Provident Fund under
the Section 125(1) and Section 125(2) of the Act.

11. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the
relevant circulars and amendments thereto, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the due date is required to be transferred to the
Investor Education and Protection Fund (“IEPF”), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and
therefore no amount is required to be transferred to Investor Education and Provident Fund under
the Section 125(1) and Section 125(2) of the Act.

12. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF
DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL

During the year no resignation or appointment took place except the appointment of Ms. Ruthu
Parampogi, Company Secretary & Compliance Officer w.e.f., 22.10.2021.

13. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from Mr. Muralikrishna Mohan Rao Kunapareddy,
Independent director of the company to the effect that they are meeting the criteria of
independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and
under regulation 16(1)(b) read with regulation 25 of SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015.

The Independent Directors have also confirmed that they have complied Company’s Code of
Conduct. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors

have confirmed that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors and
Committee(s).

14. BOARD MEETINGS:

The Board of Directors duly met five (5) times on 30.06.2021, 14.08.2021, 18.09.2021,
22.10.2021 and 12.02.2022 in respect of which meetings, proper notices were given and the
proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

15. BOARD EVALUATION:

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by
the Board, Nomination and Remuneration Committee and Independent Directors with specific
focus on the performance and effective functioning of the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No.
SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies Amendment
Act, 2017 the Company adopted the recommended criteria by Securities and Exchange Board of
India.

The criteria for performance evaluation covers the areas relevant to the functioning of the Board
and Board Committees such as its composition, oversight and effectiveness, performance, skills
and structure etc.

16. REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) of the Companies
(Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 a
remuneration of Rs. 4,50,000 /- is being paid to Mr. Ramesh Chandra Partani, Managing Director
of the Company and a remuneration of Rs. 4,50,000 /- is being paid to Mrs. Premlata Partani,
Director of the Company.

17. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of
their knowledge and ability, confirm 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.

18. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations,
commensurate with its size and operations. The organization is adequately staffed with qualified
and experienced personnel for implementing and monitoring the internal control environment.

The internal audit function is adequately resourced commensurate with the operations of the
Company and reports to the Audit Committee of the Board.

19. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2021-22, the Auditors have not reported any matter under section
143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section
134(3) (ca) of the Companies Act, 2013.

20. CEO/ CFO CERTIFICATION:

The Managing Director and Chief Financial Officer Certification on the financial statements u/r
regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015
for the year 2021-2022 is annexed in this Annual Report.

21. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION
OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company does not have any subsidiaries/associates/joint ventures.

22. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE
YEAR.

There have been no companies which have become or ceased to be the subsidiaries, during the
year.

23. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

The Company has not accepted any public deposits during the Financial Year ended March 31,
2022 and as such, no amount of principal or interest on public deposits was outstanding as on the
date of the balance sheet.

24. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm’s length
basis and were in the ordinary course of business. During the financial year 2021-22, there were
no materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the
Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions with
the related parties for the financial year is obtained from the Audit Committee. The transactions
with the related parties are routine and repetitive in nature.

The summary statement of transactions entered into with the related parties are reviewed and
approved by the Audit Committee and the Board of Directors on a quarterly basis.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2)
of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-1 to this report.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided
hereunder:

A. Conservation of Energy: Your Company’s operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever possible by using energy efficient
computers and purchase of energy efficient equipment.

B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology absorption
are not applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

26. COMMITTEES:

(I) . AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with
the provisions of Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchange read
with Section 177 of the Companies Act, 2013 are included in the Corporate Governance report,
which forms part of this report.

(II) . NOMINATION AND REMUNERATION COMMITTEE: The Nomination and
Remuneration Committee of the Company is constituted in line with the provisions of Regulation
19(1) of SEBI (LODR) Regulations with the Stock Exchange read with Section 178 of the
Companies Act, 2013 are included in the Corporate Governance report, which forms part of this
report.

(III) . STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship
Committee of the Company is constituted in line with the provisions of Regulation 20 of SEBI
(LODR) Regulations with the Stock Exchange read with Section 178 of the Companies Act, 2013
are included in the Corporate Governance report, which forms part of this report.

27. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000
Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the
Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the
Company need not adopt any Corporate Social Responsibility Policy.

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the
provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing
Regulations. The Company promotes ethical behaviour and has put in place a mechanism for
reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle¬
blower policy under which the employees are free to report violations of applicable laws and
regulations and the Code of Conduct. Employees may report their genuine concerns to the
Chairman of the Audit Committee. During the year under review, no employee was denied access
to the Audit Committee.

Vigil Mechanism Policy has been established by the Company for directors and employees to
report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013.

29. AUDITORS AND AUDITORS REPORT:

A) STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT

The members of the Company in accordance with Section 139 of the Companies Act, 2013 have
passed a resolution for appointment of M/s. L Siva Kumar & Associates., Chartered Accountants,
Hyderabad as Statutory Auditors of the Company for a period of 5 years in the 29^th AGM held on
30.09.2021 to hold office up to the conclusion of 33rd Annual General Meeting of the Company
to be held in the year 2025.

B) SECRETARIAL AUDIT REPORT:

The Company has not appointed Secretarial Audit for FY 2021-22.

C) ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has not appointed Secretarial Audit for FY 2021-22.

D) INTERNAL AUDITORS:

The Company does not have an Internal Auditor for FY 2021-22.

30. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of
Section 148(1) of the Act, are not applicable for the business activities carried out by the
Company.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under
Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as
Annexure- 2 to this report.

32. FAMILIARISATION PROGRAMMES:

The Company familiarizes its Independent Directors on their appointment as such on the Board
with the Company, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, etc. through familiarization programme. The Company also
conducts orientation programme upon induction of new Directors, as well as other initiatives to
update the Directors on a continuing basis.

33. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company. As
stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report
on Corporate Governance duly audited is appended as Annexure-3 for information of the
Members.

34. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions
with the Company which in the Judgment of the Board may affect the independence of the
Directors.

No compensation was paid to the Independent and Non-Executive Directors

35. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS
PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The assessment and appointment of Members to the Board is based on a combination of criterion
that includes ethics, personal and professional stature, domain expertise, gender diversity and
specific qualification required for the position. The potential Board Member is also assessed on
the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and
Regulation 27 of SEBI (LODR) Regulations, 2015.

In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI
(LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration
Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel
(KMPs) and Senior Management. The Policy is attached a part of Corporate Governance Report.
We affirm that the remuneration paid to the Directors is as per the terms laid down in the
Nomination and Remuneration Policy of the Company.

36. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable
Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures
to be followed, and disclosures to be made while dealing with shares of the Company, as well as
the consequences of violation. The policy has been formulated to regulate, monitor and ensure
reporting of deals by employees and to maintain the highest ethical standards of dealing in
Company securities.

37. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is
not required.

38. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were
failed to be implemented.

39. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities
except as mentioned:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee’s stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

40. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation and
assistance received from the investors, customers, business associates, bankers, vendors, as well
as regulatory and governmental authorities. Your Directors also thanks the employees at all
levels, who through their dedication, co-operation, support and smart work have enabled the
company to achieve a moderate growth and is determined to poise a rapid and remarkable growth
in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and
other financial institutions and shareholders of the Company, SEBI, BSE, ROC etc. for their
continued support for the growth of the Company.

For and on behalf of the Board
Matra Kaushal Enterprises Limited

Place: Hyderabad Ramesh Chandra Parthani Premlata Partani

Date: 08.09.2022 Managing Director Director

DIN: 01999844 DIN: 02200569