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Kirloskar Multimedia Ltd.

BSE: 532352 Sector: IT
NSE: N.A. ISIN Code: INE175B01010
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Kirloskar Multimedia Ltd. (KIRLMULTIMEDIA) - Auditors Report

Company auditors report

To the Members of Kirloskar Multimedia Limited

Report on the Standalone Financial Statements

We have audited the accompanying standaone financial statements of KIRLOSKARMULTIMEDIA LIMITED ("the Company") which comprise the Balance Sheet as atMarch 312016 and the Statement of Profit and Loss the Cash Flow Statement for the yearthen ended and a summary of the significant accounting policies and other explanatoryinformation.

Management's Responsibility for the Financial Statements:

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules2014. This responsibility includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implemenation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the of the financial statementsthat give a true and fair view and are free from material misstatement whether due tofraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Financial Statements based on ouraudit. We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal control relevant to the Company's preparation and fair presentation ofthe financial statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances. An audit also includes evaluatingthe appropriateness of accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

Emphasis of Matters

We draw your atention to the following matters in the Notes to the financial statement(a) Note 16 in the financial statements the net-worth of the Company is negative and alsohas incurred cash loss during the year. In view of the Director's commitment to bringfunds as and when required the financials have been prepared as an on going concernbasis.

(b) Note 18 in the financial statements being balances under Secured Loan - NonCovertible Debentures from KSFC and Other Liabilities are subject to confirmation whereverapplicable. Our opinion is not modified in respect of above matters.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Financial Statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity requiredwith the accounting principles generally accepted in India of the state of affairs of theCompany as at 31st March 2016 and its Loss and its cash flows for the year ended on thatdate.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the Annexure-A statement on the matters specified in paragraphs 3 and4 of the Order.

2. As required by section 143 (3) of the Act we report that:

a. we have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

c. the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealtwith by this Report are in agreement with the books of account.

d. in our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

e. The going concern matter described in sub-paragraph (a) under the Emphasis ofMatters paragraph above in our opinion may have adverse effect on the functioning of theCompany.

f. On the basis of written representations received from the Directors as on 31.03.2016taken on record by the Board of Directors none of the Directors is disqualified as on31.03.2016 from being appointed as Director in terms of Section 164(2) of the Act.

g. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".

h. With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financialposition except suit filed by Karnataka State Financial Corporation for recovery of thedebenture redemption amount along with interest.

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long term contracts includingderivative contracts.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

for DIVAKARA & ASSOCIATES.
Chartered Accountants
Firm Regn No. 000763S
(Sd/-)
PLACE : Bangalore POLALI DIVAKAR RAO
DATE : May 31 2016 (Proprietor)

ANNEXURE - A to the Independent Auditors' Report

1 The Company has maintained proper records showing all particulars includingquantitative details and situation of Fixed Assets. The Company does not own any immovableproperties as on date. The Company has not acquired any Fixed Assets during the year.

2 The Company is a Service Company primarily rendering Information TechnologiesServices – Multimedia. Further as informed to us the Company does not hold anyphysical inventories.

3 The Company has not granted any loan secured or unsecured to companies firms orother parties listed in the register maintained under Section 189 of the Companies Act. Assuch reporting on whether the terms and conditions of the grand of such loans are notprejudicial to the Company's interest and reporting on compliance with the provisions ofSection 185 & 186 of the Act does not arise.

4 The Company has not accepted any deposits from the public.

5 According to the information and explanations given to us for the activities carriedout by the Company Central Government has not prescribed maintenance of cost recordsunder Section 148(1) of the Act as per the Companies (Cost Records and Audit) Rules 2014.

6 a) The Company has not carried any activity and has no employees on its rolls duringthe year. According to the explanations given to us no disputed amounts payable inrespect of of Income Tax/Wealth Tax/Sales Tax/Customs Duty and Cess or any other statutorydues were in arrears as at 31st March 2016 for a period of more than six months fromthe date they became payable. Further the transfer of funds to the Investor Education andProtection in accordance with the provisions of the Companies Act and Rules thereunder arenot applicable.

b) According to the information and explanations given to us and on the basis of ourexamination of the accounts there are no disputed amounts of Income Tax/Sales Tax/ServiceTax/Customs Duty/Excise Duty/Cess as on 31st March 2016 except a claim against the Companyby the Income Tax Department towards Income Tax and Interest amounting to Rs. 3.93 Lakhsfor which the Companyhas not made any provision in the Books of Accounts.

7 The Company has defaulted in the repayment of dues to financial institutions as perthe details given below:

Name of Financial Institution Amount of Default Period of Default
Karnataka State Financial Corporation Principal: Rs. 4000000 Since 2003
Interest: Rs. 9201000

8 The Company has not raised moneys by way of public offer or further public offer(including debt instrument) and term loans during the year under review. Accordinglyclause 3(ix) of the Order is not Applicable.

9 According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.

10 According to the information and explanations given to us the Company is not aNidhi company. Accordingly paragraph 3(xii) of the Order is not applicable.

11 According to the information and explanations given to us and on our examination ofthe records of the Company transactions with related parties are in comliance withSections 177 and 188 of the Act where applicable and details of such transactions havebeen disclosed in the financial statements as required by the applicable accountingstandards.

12 According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.

13 According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into any non-cashtransactions with directors or persons connected to them. Accordingly paragraph 3(xv) ofthe Order is not applicable.

14 The Company is not required to be registered under Section 45-IA of the Reserve Bankof India Act 1934.

for DIVAKARA & ASSOCIATES.
Chartered Accountants
Firm Regn No. 000763S
(Sd/-)
POLALI DIVAKAR RAO
PLACE : Bangalore (Proprietor)
DATE : May 31 2016 Membership No. 23377

ANNEXURE - B to the Auditor's Report

Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of KirloskarMultimedia Limited ("the Company") as of 31 March 2016 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountans of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of fauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under Section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects. Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A Company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactionsdispositions of the assets of the Company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the Company are being made only in accordance with authorisations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate. In our opinionthe Company has in all material respects an adequate internal financial controls systemover financial reporting and such internal financial controls over financial reportingwere operating effectively as at 31 March 2016 based on the internal control overfinancial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofindia.

for DIVAKARA & ASSOCIATES.
Chartered Accountants
Firm Regn No. 000763S
(Sd/-)
POLALI DIVAKAR RAO
PLACE : Bangalore (Proprietor)
DATE : May 31 2016 Membership No. 23377