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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) - Director Report

Company director report

The Directors present the 24th Annual Report of your Company with Audited FinancialStatements for the year ended 31st March 2016 along with the Auditors' Report.

REVIEW OF OPERATIONS

The Company had no commercial operations duing the year. There was no operationalincome from multimedia publishing during the year (previous year NIL). The Company enteredinto a One-Time Settlement with Central Bank of India which resulted in a loss of Rs.52.15 million for the year (previous year Rs. 0.82 million). The promotors providedfunding to conclude this One-Time Settlement. The Company's proposal forOne-Time-Settlement with Karnataka State Financial Corporation under its MCAR scheme isawaiting the outcome of adjudication before the Hon'ble High Court of Karnataka. TheCompany is awaiting a favourable outcome on the basis of which the promoters will arrangethe necessary funding to enable the Company to extinguish all liabilities from financialinstitutions.

REDUCTION OF CAPITAL

Your Company's petition for reduction of capital is pending before the Honourable HighCourt of Karnataka.

ENERGY TECHNOLOGY FOREIGN EXCHANGE

A statement giving details of conservation of energy technology absorption foreignexchange earnings and outgo as per the Companies (Disclosure of Particulars in the Reportof Board of Directors) Rules 1988 is annexed to this Report.

PUBLIC DEPOSITS

The Company has not accepted any deposit from the public during the year under review.

PERSONNEL

The Statement under Section 217(2A) of the Companies Act 1956 read with the Companies(Particulars of Employees) Rules 1975 as amended is not given as there are no employeesdrawing remuneration as per provisions of this Section.

DIRECTORS

Mr. Ajay S. Kirloskar retires by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment.

AUDITORS

M/s Divakara & Associates retiring Auditors have furnished a certificate of theireligibility for re-appointment as required under the provisions of Companies Act 1956.The members of the Company are requested to appoint them as statutory Auditors of theCompany.

REPLY TO AUDITOR'S EMPHASIS ON MATTERS

Although the net-worth of the Company is negative and the Company has no operationalsource of revenue the promoters have been bringing in funds for the Company's needs fromtime-to-time to ensure that the Company is a going concern.

The Company has not acknowledged interest claims from lenders or claims from theIncome Tax Department as these amounts are disputed and are challenged by the Company andremain undeterminable pending the outcome of proposals for settlement or litigation thatremain pending as provisioning towards interest amounts or claims would be prejudicial tothe interests of the Company.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the support ofshareholders bankers and financial institutions.

For and on behalf of the Board
(Sd/-)
Date : May 31 2016 Sukumar R. Kirloskar
Place : Bangalore Chairman

I. ANNEXURE TO THE DIRECTORS' REPORT

A. CONSERVATION OF ENERGY

The Operations of your Company are not energy intensive. Adequate measures have beentaken to reduce energy consumption. Efforts are being made on an on-going basis toconserve and optimize the use of energy in regular operations by investments in latesttechniques and equipments.

B. RESEARCH AND DEVELOPMENT

Specific areas where the company carries out R & D

Company carries out R & D in the field of multimedia content development althoughno R & D was carried out during the Year.

Benefits derived

Development of new multimedia products and upgradation of existing products.

Future Plan on R & D

In view of the Company's financial situation no future plan on R&D is planned atpresent.

Expenditure on R & D

R & D is undertaken by the projects department when there are financial resourcesallocated and no separate records of the expenditure incurred on R & D as such ismaintained.

Technology Absorption

The Company has not absorbed any technology from foreign companies / parties.

C. FOREIGN EXCHANGE EARNING & OUTGO

The information on Foreign Exchange earning and outgo are contained in the notes to theaccounts in Schedule 11(B9&10).

II. ANNEXURE TO THE DIRECTORS' REPORT

In compliance of Section 217(2AA) of the Companies Act 1956 as amended by theCompanies Act 2000 the Directors of the Company confirm:

1. That the applicable accounting standards have been followed in the preparation offinal accounts and that there are no material departures;

2. That such accounting policies have been selected and applied consistently and suchjudgements and estimates made are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2016 and of the loss of theCompany for the year ended on that date;

3. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

4. That the annual accounts have been prepared on a going concern basis.

For and on behalf of the Board
(Sd/-)
Date : May 31 2016 Sukumar R. Kirloskar
Place : Bangalore Chairman