DIRECTORS' REPORT

Dear Members,

The Directors are pleased to present the 24^th Annual Report and the Audited Financial Statements for the financial year ended 31^st March, 2016.

Financial Performance:

(Rupees in Lacs)

Operations

During the year under review the company's income has decreased from Rs 4820.30Lakhs to Rs. 2435.67 Lakhs. And, the Company made a loss of Rs. 34.49 Lakhs as against the profit of Rs. 89.04 Lakhs reported in the previous financial year.

Dividend

Due to the loss incurred, the company has not recommended any dividend for the year under review.

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 31^st March, 2016 since the company has incurred losses during the period.

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.

Director appointment/ resignation:

During the year, the Board of Directors have appointed Mrs. Premlata Partani as an Additional Director of the company, in the capacity of Women Director, with effect from 06^th November, 2015 and on the same day, the Board has accepted the resignation of Mrs. Kavita Partani from the Directorship of the Company.

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 Directors proposed to be appointed / re-appointed are attached along with the Notice of 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 Board's 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 09 Board Meetings and 04 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 Arm's Length basis and are in compliance of the Companies Act, 2013 and the Listing Agreement.

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.

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 Company's 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.

Director's 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, 2016 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 31^stMarch, 2016 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, 2016 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 there under, the current auditors of the Company, M/s S.K. Bang, Chartered Accountants were appointed by the members at the 22^ndAnnual General Meeting to hold office until the conclusion of the 27^thAnnual General Meeting, subject to ratification by shareholders at each AGM.

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

The members are requested to ratify the appointment of M/s S.K. Bang, Chartered Accountants as statutory auditors of the Company for the year 2016-17.

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. Y. KoteswarRao, (M. No. 3785, Cp. No. 7427), Practicing Company Secretary to undertake the Secretarial Audit of the Company. Secretarial Auditor Report for the year 2015-16 given by Mr. Y. KoteswarRao, in the prescribed 'Form MR-3' is annexed to this report in Annexure -I. The remarks made by the Secretarial Auditor are self explanatory.

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 Company's 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 2015-16. 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.

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.

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 chandra Partani Suresh Chandra Partani

Date: 03-09-2016 Managing Director Director

(DIN: 02260773) (DIN: 01941799)