Directors Report of Kirloskar Multimedia Ltd.

Mar 31, 2014

Dear Members,

The Directors present the 22nd Annual Report of your Company with Audited Financial Statements for the year ended 31st March 2014 along with the Auditors'' Report.

REVIEW OF OPERATIONS

The Company had no commercial operations duing the year. There was no operational income from multimedia publishing during the year (previous year NIL), while expenditure before interest and depreciation was at Rs. 0.35 million (previous year Rs. 0.27 million). Overall loss for the year was at Rs. 1.17 million (previous year Rs. 1.12 million). There is no change in the outlook with regard to the Company''s prospects for revival in the multimedia publishing industry.

REDUCTION OF CAPITAL

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

ENERGY, TECHNOLOGY, FOREIGN EXCHANGE

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo as per the Companies (Disclosure of Particulars in the Report of 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 employees drawing remuneration as per provisions of this Section.

DIRECTORS

Mrs. Padmaja S. Kirloskar retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

AUDITORS

M/s Divakara & Associates, retiring Auditors, have furnished a certificate of their eligibility 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 the Company.

REPLY TO AUDITOR''S OBSERVATIONS

No provision has been made till date in respect of interest on the loan balance claimed by Central Bank of India as the same has been contested by the Company and is undeterminable pending a settlement. As balances in question are old balances carried forward over the years and some are subject matter of legal action, the Directors feel that obtaining the confirmation of balances is prejudicial to the interests of the Company. No provision has been made till date in respect of the claim made by Tata Finance Limited as the arbitration award has been challenged by the Company before the City Civil Judge, Bangalore. No provision has been made till date in respect of the claim by the Income Tax Department, as the Company has challenged the claim. The Company does not have a formal internal audit system as the present level of operations do not justify the cost of implementing one.

ACKNOWLEDGEMENT

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

For and on behalf of the Board (Sd/-) Date : May 31, 2014 Sukumar R. Kirloskar Place : Bangalore Chairman

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Mar 31, 2012

The Directors present the 20th Annual Report of your Company with Audited Financial Statements for the year ended 31st March 2012 along with the Auditors' Report.

REVIEW OF OPERATIONS

The Company had no commercial operations duing the year. There was no operational income from multimedia publishing during the year (previous year NIL), while expenditure before interest and depreciation was at Rs. 0.29 million (previous year Rs. 0.38 million). Overall loss for the year was at Rs. 1.12 million (previous year Rs. 1.20 million). There is no change in the outlook with regard to the Company's prospects for revival in the multimedia publishing industry.

REDUCTION OF CAPITAL

Your Company's petition for reduction of capital is pending before the Honourable High Court of Karnataka. ENERGY, TECHNOLOGY, FOREIGN EXCHANGE

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo as per the Companies (Disclosure of Particulars in the Report of 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 employees drawing remuneration as per provisions of this Section.

DIRECTORS

Mr. Sukumar R. Kirloskar retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

AUDITORS

M/s Divakara & Associates, retiring Auditors, have furnished a certificate of their eligibility 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 the Company.

REPLY TO AUDITOR'S OBSERVATIONS

No provision has been made till date in respect of interest on the loan balance claimed by Central Bank of India as the same has been contested by the Company and is undeterminable pending a settlement. The confirmation of balances could not be obtained as the said balances are under dispute. No provision has been made till date in respect of the claim made by Tata Finance Limited as the arbitration award has been challenged by the Company before the City Civil Judge, Bangalore. No provision has been made till date in respect of the claim by the Income Tax Department, as the Company has challenged the claim. The Company does not have a formal internal audit system as the present level of operations do not justify the cost of implementing one.

ACKNOWLEDGEMENT

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

For and on behalf of the Board

(Sd/-)

Date : May 31, 2012 Sukumar R. Kirloskar

Place : Bangalore Chairman

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Mar 31, 2010

The Directors present the 18th Annual Report of your Company with Audited Financial Statements for the year ended 31st March 2010 along with the Auditors Report.

REVIEW OF OPERATIONS

The Company had no commercial operations duing the year. There was no operational income from multimedia publishing during the year (previous year NIL), while expenditure before interest and depreciation was at Rs. 0.35 million (previous year Rs. 0.23 million). Overall loss for the year was at Rs. 1.17 million (previous year Rs. 1.05 million). There is no change in the outlook with regard to the Companys prospects for revival in the multimedia publishing industry.

REDUCTION OF CAPITAL

Your Companys petition for reduction of capital is pending before the Honourable High Court of Karnataka.

ENERGY, TECHNOLOGY, FOREIGN EXCHANGE

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo as per the Companies (Disclosure of Particulars in the Report of 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 employees drawing remuneration as per provisions of this Section.

DIRECTORS

Mr. Ajay S. Kirloskar retires by rotation at the ensuing Annual General Meeting and being eligible offers

himself for re-appointment.

AUDITORS

M/s Divakara & Associates, retiring Auditors, have furnished a certificate of their eligibility 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 the Company.

REPLY TO AUDITORS OBSERVATIONS

No provision has been made till date in respect of interest on the loan balance claimed by Central Bank of India as the same has been contested by the Company and is undeterminable pending a settlement. No provision has been made till date in respect of the claim made by Tata Finance Limited as the arbitration award has been challenged by the Company before the City Civil Judge, Bangalore. No provision has been made till date in respect of the claim by the Income Tax Department, as the Company has challenged the claim. The Company does not have a formal internal audit system as the present level of operations do not justify the cost of implementing one.

ACKNOWLEDGEMENT

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

For and on behalf of the Board

Date : May 31, 2010 Sukumar R. Kirloskar

Place : Bangalore Chairman