The Members .
Your Directors have pleasure in presenting the 25th Annual Report of your Companytogether with the Audited Statements of Accounts for the year ended 31st March 2017. TheCompany had no commercial operations during the year. There was no operational income frommultimedia publishing during the year (previous year NIL). 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 funaing to enabje the Company to extinguish all liabilities from financialinstitutions.
| ||Year Ended ||Year Ended |
|Financial Results ||31.03.2017 ||31.03.2016 |
|Income ||0.00 ||2.30 |
|Profit/(Loss) before Tax & Extraordinary Items ||(10.49) ||(521.52) |
|Less : Provision for Taxation (Including Deferred Tax) ||0.00 ||0.00 |
|Profit/(Loss) after Tax ||(10.49) ||(521.52) |
|Add : Balance brought forward from PreviousYear ||(2218.73) ||(1697.21) |
|Balance carried forward to NextYear ||(2229.22) ||(2218.73) |
REDUCTION OF CAPITAL
Your Company's petition for reduction of capital is pending before the Honourable HighCourt of Karnataka. DIVIDEND AND RESERVES
Due to carried forward losses and because of losses earned during the year yourDirectors do not recommend any Dividend during the year under review. During the yearunder review nil amount was being transferred to General Reserves.
The paid up Equity Share Capital as on March 31 2017 was Rs. 14.60 Crore. During theyear under review the company has not issued shares with differential voting rights norgranted stock options nor sweat equity.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliance with the requirements theCompanies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India. Thefinancial statements have been prepared on historical cost basis. The estimates andjudgments relating to the financial statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Company's state of affairs profits/(loss) and cash flows for the year ended31st March 2017.
There is no audit qualification in the standalone financial statements by the statutoryauditors for the year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
The Company does not have any material subsidiary whose net worth exceeds 20% of theconsolidated net worth of the holding company in the immediately preceding accounting yearor has generated 20% of the consolidated income of the Company during tne previousfinancial year. Accordingly a policy on material subsidiaries has not been formulated.
RELATED PARTY TRANSACTIONS
The Company has not entered into any Related Parties transactions as defined under theCompanies Act 2013 and Regulation 23 of Listing Regulations during the financial yearthus disclosure in Form AOC-2 in term of Section 134 of Companies Act 2013 is notrequired. Suitable disclosure as required by the Accounting Standards (AS18) has been madein the notes to the Financial Statements wherever required^
MANAGEMENT DISCUSSIONS & ANALYSIS \
As required by Regulation 34 of Listing Regulations the Management Discussion andAnalysis is annexed and forms part of the Directors' Report.
There is no change in Management of the Company during the year under review.
During the year under review there is no change in the Board of Directors of theCompany. All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of Listing Regulations.
Mrs Padmaja S Kirloskar retires by rotation and proposal for the reappointment is inthe notice to AGM.
Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013.
As per provisions of Section 149 of the Companies Act 2013 independent directors shallhold office for a term up to five consecutive years on the board of a company but shallbe Eligible for re-appointment for another term up to five years on passing of a specialresolution by the company and disclosure of such appointment in Board's Report. FurtherSection 152 of the Act provides that the independent directors shall not be liable toretire by rotation in the Annual General Meeting ('AGM') of the Company.
As per requirements of Regulation 25 of Listing Regulations a person shall not serveas an independent director in more than seven listed entities: provided that any personwho is serving as a whole-time director in any listed entity shall serve as an independentdirector in not more than three listed entities. Further independent directors of thelisted entity shall hold at least one meeting in a year without the presence ofnon-independent directors and members of the management and all the independent directorsshall strive to be present at such meeting.
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
|SI. No. ||Name ||Designation ||Date of Appointment ||Date of Resignation |
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS TRIBUNALS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the financial position ofthe Company between the end of Financial Year and date of the report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationsobtained your Directors make the following statement in terms of Section 134(3)(c) of theCompanies Act 2013:
1. that in the preparation of the Annual Accounts for the year ended March 31 2017the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
2. the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profit ofthe Company for the year ended on that date;
3. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
4. the annual accounts have been prepared on a going concern basis;
5. that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
6. that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
BUSINESS RISK MANAGEMENT
Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee.
However provision of Regulation 21 of Listing Regulations for constitution of RiskManagement Committee is not applicable to the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis defined in the Internal Audit Charter. To maintain its objectivity and independencethe Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficiency and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies. Based on the report of internal audit function process ownersundertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee of the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature size of operations of your Company.
AUDITORS Statutory Auditors
The Auditors M/s Divakara & Associates. Chartered Accountants Bangalore who areStatutory Auditors of the Company is liable to retire by rotation under the provisions ofthe Companies Act 2013. The Audit Committee has recommended the name of M/s. Ashwin &Kishor Chartered Accountants Bangalore (FRN 016333S) for holding the office of theStatutory Auditor. M/s. Ashwin & Kishor Chartered Accountants if appointed shallhold office from the conclusion of the 25th Annual General Meeting up to the conclusion ofthe 30th Annual General Meeting (subject to ratification by the members at the AGM). Asrequired under the provisions of Section 139 & 142 of the Companies Act 2013 theCompany has obtained written confirmation from M/s. Ashwin & Kishor CharteredAccountants that their appointment if made would be in conformity with the limitsspecified in the said Section.
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 hasappointed M/s Saurabh Kumar & Associates Company Secretaries (S2016KR380000) toundertake the Secretarial Audit of the Company.
The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report.
REPLY TO QUALIFICATION BY SECRETARIAL AUDITOR
The Board of Directors take note of the qualifications outlined in his report. TheBoard states that the Company has made an attempt to comply with the basic requirementsunder various laws on a best-efforts basis notwithstanding the present state that theCompany is in and the limited means available with no business operations for close to adecade and a half its net-worth being wiped out and no prospect of revival.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 as requiredunder section 92 of the Companies Act 2013 is annexed elsewhere in this Annual Report.
PARTICULARS OF EMPLOYEES
During the year under review there were no employees who were in receipt of theremuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment andRemuneration) Rules 2014 and therefore no disclosures need to be made under the saidsection.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013 READWITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressalj Act 2013 read with Rules thereunder the Companyhas not received any complaint of sexual harassment during the year under review.
PARTICULARS UNDER SECTION 134(3)(m) OF THE COMPANIES ACT 2013
Since the Company is into the business of multimedia business; the informationregarding Conservation of Energy Technology Absorption Adoption and Innovation asdefined under section 134(3) (m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings during the yearunder review. PUBLIC DEPOSITS
During the year under review your Company has not accepted any deposits from thepubljc within the meaning of section 73 of the Companies Act 2013 and the rules thereunder. '
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged in the CompaniesAct 2013 and Listing Regulations. Pursuant to Regulation 27 of Listing Regulations aReport on the Corporate Governance and the Auditors Certificate on Corporate Governanceare annexed to this report.
Your Directors wish to place on record their gratitude to the Company's bankersvendors and members for their continued support of the Company.
| ||By Order of the Board |
|Date : August 31 2017 ||(Sd/-) |
|Place : Bangalore ||Sukumar R. Kirloskar |
| ||Chairman DIN 00424504 |