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Directors Report of Kohinoor Broadcasting Corporation Ltd.

Mar 31, 2014

The Members of Kohinoor Broadcasting Corporation Limited

The Directors have pleasure in submitting the Twentieth Annual Report together with the Audited Accounts for the year ended 31st March, 2014

Operating Results (Rs. Million) 31-03-2014 31-03-2013

Gross Receipts 0.82 0.88

Profit (Loss) before Interest, Depreciation & Tax (3.25) (5.64)

Less: Interest - -

Less: Depreciation and Amortization 14.61 22.35

Profit (Loss) before Exceptional, Extraordinary Items & Tax 17.86 27.99

Less: Exceptional Items 2.22 493.12

Profit (Loss) before Extraordinary Items & Tax (20.08) (521.11)

Less: Extraordinary items (0.26) -

Profit (Loss) before Tax (19.82) (521.11)

Less: Tax (Savings) 2.96 3.16

Net Profit (Loss) after Tax (22.78) (524.27)

Earnings Per Share (EPS) (0.21) (4.76)

Dividend

In view of continued losses during the financial year under review, the Board of Directors expresses its inability to recommend any Dividend.

Subsidiary Companies

The Company is not a subsidiary of any other Company. The Company has an Indian wholly owned subsidiary, M/s KBC Power Corporation Limited. The company has been set up for manufacture of solar cell and solar modules. The Subsidiary company has not yet started its commercial production. The financial results in that respect at the close of the financial year 2013-14 have been prepared and consolidated in the Consolidated Financial Statements.

The Company has another Indian subsidiary with 90% shareholding, Asian IT Education Pvt. Ltd. The company is mainly engaged in the business of establishing and running Information Technology Education Centers and providing management related consultancy services. The financial results in that respect at the close of the financial year 2013-14 have been prepared and consolidated in the Consolidated Financial Statements. The wholly owned subsidiary M/s Kohinoor Broadcasting Corporation FZE has since been inoperative for past many years. The company does not have any turnover and assets during the year. Therefore no accounts have been prepared by that subsidiary company. However, proper effect of the investment has been incorporated in the accounts to the extent considered realizable.

In terms of General Circular No. 2/2011 dated 8th February 2011 read together with General Circular No. 3/2011 dated 21st February 2011, issued by the Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, granting general exemption to companies from attaching financial statements of subsidiaries, subject to the fulfillment of conditions stated in the circular, copies of Balance Sheet, Profit and Loss Account, Report of Board of Directors and Auditors thereon of the subsidiary companies for the year ended on 31st March 2014 are not attached to the Balance Sheet of the Company as the company shall fulfill the following conditions:

(i) The Board of Directors of the company has vide Board resolution dated 30* May, 2014 consented for not attaching the Balance Sheet (s) of the concerned subsidiaries.

(ii) The Company has presented in its Annual Report, the consolidated financial statements of holding company and all of its subsidiaries duly audited by its statutory auditors.

(iii) The Consolidated financial statements has been prepared in strict compliance with applicable accounting standards and where applicable, Listing Agreement as prescribed by the Securities and Exchange Board of India.

(iv) The Company has disclosed in its consolidated Balance Sheet the following information in aggregate for each subsidiary :- (a) Capital (b) Reserves (c) Total Assets (d) Total Liabilities (e) details of investment (except in case of investment in subsidiaries) (f) Turnover (g) Profit before taxation (h) provision for taxation (i) Profit after taxation (j) proposed dividend, as applicable.

(v) The annual accounts and other related detailed information of the subsidiaries viz. M/s KBC Power Corporation Limited and M/s Asian IT Education Pvt Ltd shall be made available to the shareholders of the holding company and subsidiary companies seeking such information at any point of time.

(vi) Further, the annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder at the Head office/Registered Office of the company and of the subsidiary companies concerned and the Company shall furnish a hard copy of the details of accounts of subsidiaries to any shareholder on demand.

(vii) The holding as well as subsidiary companies in question shall regularly file such data to the various regulatory and Government authorities as may be required by them.

(viii) The Company has given Indian rupee equivalent of the figures given in foreign currency appearing in the accounts of the subsidiary companies along with the exchange rate as on closing day of the financial year. As a good Corporate Governance practice, a statement pursuant to Section 129 of the Companies Act 2013 containing the details of subsidiaries of the company, forms part of the Annual accounts of the company.

Listing

The Ordinary Equity Shares of the Company are listed at Bombay Stock Exchange Limited. The Global Depositary Receipts issued by the Company are listed at Luxembourg Stock Exchange. However the trading has been suspended in respect of GDRs by the Luxembourg Stock Exchange.

Consolidated Financial Statements

The Audited Consolidated financial statements of the Company have been drawn as per Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India and has been attached with the Annual Report.

Investment

The Company has not made any investment in its Indian subsidiaries, KBC Power Corporation Limited and Asian IT Education Pvt. Ltd during the year.

Public Deposits

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and rules there under.

Insurance

None of the properties of the Company including its buildings, equipment etc. have been insured.

Directors

The Board of Directors of the Company is duly constituted as per the requirements of Corporate Governance. There was no change in the board during the financial year under review. Mr. Mangal Singh and Mr. Kulwinder Singh retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re- appointment.

Human Resources & Industrial Relations

The Company has not had any strikes or labour disputes since its inception. The Company''s employees do not belong to any labour unions or other employee union. The Company emphasizes flexibility and innovation. Employees are, therefore, selected on the basis of individual ability to learn as well as on academic/professional achievement, conceptual knowledge, and temperament for, and fit with, the Company''s corporate culture. The employees, members of the administrative, management and supervisory bodies of the Company do not hold any shares in the Company. There is no provision and/ or scheme of the Company to offer any stock option for involving any employee, members of the administrative, management, supervisory bodies or staff in the capital of the Company.

Public Takeovers and Exchange Offers

During the financial year 2013-14, no public takeover or exchange offers by the third parties have been made in respect of the Company''s shares. Further, during the financial year 2013-14, no public exchange offers have been made by the Company in respect of the shares of other Companies.

Details of the Interruptions in the Business of the Company

There has been no interruption in the business of the Company, which may have any significant effect on the Company''s financial position. However, the Company could not escape from the impact of global recession.

Arrangement to Enable Directors to Acquire Shares and Debentures

Neither at the end nor at any time during the financial year was the Company a party to any arrangement, whose object is to enable the Directors to acquire benefits by means of acquisition of shares or Debentures of the Company or other body corporate.

Nature and Extent of the Interests of the Members of the Company

There are no unusual transactions, with regard to the interests of the administrative, management and supervisory bodies, which are unusual in their nature or conditions during the preceding financial year and the current financial year.

Directors'' Interest in Shares and Debentures of the Company

The interest of Directors, holding office at the end of the financial year, in the Shares and Debentures of the Company, according to the Register of Directors'' Shareholdings were as follows:-

Equity Shares of Rs. 10 Each %age of Total Capital Beginning End of year Beginning End of year

Mr. Mangal Singh (Managing Director) 400000 400000 0.36% 0.36%

Total 400000 400000 0.36% 0.36%

Except as disclosed in this report, no Director, who held office at the end of the Financial year, had interest in Shares, Debentures, warrants or Share options of the Company either at the beginning (or date of appointment if later) and at the end of the Financial year.

Directors'' Receipt and Entitlement to Contractual Benefits

During the year, no Director has, either directly or indirectly, received or become entitled to receive a benefit which requires disclosure under the provisions of Companies Act 2013 and erstwhile Companies Act 1956 by reason of a contract made by the Company or a related corporation with the Director or a firm of which he is a member or with a Company in which he has a substantial financial interest except as disclosed in the Financial Statement.

Change in Shares Capital of the Company

There is no change in the Share Capital of the Company during the year. The Authorized Share Capital of the Company remained at Rs. 1,160,000,000 divided into 116,000,000 Equity Shares of Rs. 10 each both at the beginning and at the end of the year.

Compliance Report in respect of Cost Records

The company has maintained Cost Accounting Records in accordance with Cost Accounting Record (Rules) 2011 applicable to the Company. M/s Balwinder & Associates, Cost Accountants, have issued Compliance Report on the Cost Accounting Records maintained by the Company for the year 2013-14.

Secretarial Audit Report

Secretarial audit has been performed on the company to ensure that the affairs of the Company are being conducted in accordance with the legal requirements. Accordingly the secretarial audit report has been issued by CSShaliniBhatia.

Corporate Governance

A separate report on Corporate Governance is included in Annual Report and the Certificate from Company''s Auditors confirming the compliance of conditions on Corporate Governance as stipulated in the Clause 49 of the listing agreement with the stock exchange is annexed thereto.

Management Discussion and Analysis

The report on the Management Discussion and Analysis is enclosed and forms part of this Report.

Trading Pattern of Company''s Shares at BSE

The Company''s Equity Shares are listed and traded on the BSE. The prices for Equity Shares as quoted in the official list of the BSE are expressed in Indian Rupees. The following table sets forth the reported high and low share prices quoted in Rupees for the Equity Shares and the Trade Volume in terms of number of shares and number of trades for the Equity Shares of the Company for the last three financial years. (Source: www.bseindia.com)

Financial Year Share Price (in Rs.) Volume High Low No. of Shares No. of Trades

2011-2012 2.37 0.56 53547031 18905

2012-2013 1.23 0.24 46207249 15526

2013-2014 0.29 0.11 20058630 6003

Auditors

M/s Amit K Arora & Co., Chartered Accountants, Panchkula, who are the Statutory Auditors of the Company to hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re- appointment.

Ownership of the Properties of the Company

All the assets of the Company are registered in the name of the Company.

Events Occurring After the Balance Sheet Date

There were no significant events occurred after the Balance Sheet date, which require adjustment in the figures as on the Balance Sheet date.

Particulars of Employees Pursuant to Section 217 (2A)

None of the employees is covered under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended. There was no employee of the Company who, if employed throughout the year, was in receipt of remuneration of Rs. 60,00,000 or more per annum and who, if employed for part of the year, was in receipt of remuneration of Rs. 5,00,000 or more per month.

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo.

The Company is in to Service Industry and is not significant user of Power. The particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 to the extent applicable to the Company are as follows:

A) Conservation Of Energy:

a) Energy conservation measures taken/under implementation. Nil

b) Additional investments and proposals, if any, being implemented for reduction in Nil consumption of energy.

c) Impact of measures at (a) and (b) above for reduction in energy consumption and Nil consequent impact on the cost of production of goods.

d) The total energy consumption and energy consumption per unit of production. N.A.

B) Technology Absorption:

a) Research and Development Nil

b) Technology absorption, adaptation and innovation Nil

C) Foreign Exchange Earnings and Outgo:

a) Activities relating to exports, initiative taken to increase exports, development of Nil new export markets for products and services and export plans.

b) Total Foreign Exchange Earnings and Outgo during the year:

Earnings NIL

Outgo NIL

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed: i) That in the preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the of the financial year and of the profit and loss of the Company for the year under review;

ill) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''Going Concern'' basis.

Replies to the comments of auditors

The observations of the Auditors in their report read with the accounts are self-explanatory and therefore do not require further explanation.

Acknowledgements

Your Directors take this opportunity to place on record their appreciation of the dedication and commitment of employees at all levels in maintaining the sustained growth of your Company and remain in forefront of media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from Central and State Governments mainly the Ministry of Information and Broadcasting and the Department of Telecommunication and other stakeholders including, producers, venders, banks, investors, service providers as well as regulatory and governmental authorities.

For and on behalf of the Board For Kohinoor Broadcasting Corporation Ltd.

(Mangal Singh) Managing Director DIN: 00067225

(Harjinder Singh) Director Chandigarh, U* August, 2014 DIN: 00073230


Mar 31, 2013

To The Members

The Directors have pleasure in submitting the Nineteenth Annual Report together with the Audited Accounts for the year ended 31st March, 2013

Operating Results

(Rs.Million)

31-03-2013 31-03-2012

Gross Receipts 0.88 7.05

Profit (Loss) before Interest, Depreciation & Tax (5.64) (18.40)

Less: Interest - -

Less: Depreciation and Amortization 22.35 62.40

Profit (Loss) before Exceptional, Extraordinary Items & Tax (27.99) (80.80)

Less: Exceptional Items 493.12 280.20

Profit (Loss) before Extraordinary Items & Tax (521.11) (361.00)

Less: Extraordinary items - -

Profit (Loss) before Tax (521.11) (361.00)

Less: Tax (Savings) 3.16 (7.21)

Net Profit (Loss) after Tax (524.27) (353.79)

Earnings Per Share (EPS) (4.76) (3.21)

Dividend

In view of inadequacy of profits during the financial year under review, the Board of Directors expresses its inability to recommend any Dividend.

Subsidiary Companies

The Company is not a subsidiary of any other Company. The Company has a wholly owned subsidiary viz M/s Kohinoor Broadcasting Corporation FZE situated at Hamriyah Free Zone, Sharjah - UAE. The main object of the Subsidiary Company has been set out as General Trading. The Accounts of the Subsidiary Company has been drawn in accordance with UAE Commercial Companies Laws and has been duly audited by independent auditors.

The Company has an Indian wholly owned subsidiary, M/s KBC Power Corporation Limited. The company has been set up for manufacture of solar cell and solar modules. The Subsidiary company has not yet started its commercial production. The financial results in that respect at the close of the financial year 2012-13 have been prepared and consolidated in the Consolidated Financial Statements.

The Company has another Indian subsidiary with 90% shareholding, Asian IT Education Pvt Ltd. The company is mainly engaged in the business of establishing and running Information Technology Education Centers and providing management related consultancy services. The financial results in that respect at the close of the financial year 2012-13 have been prepared and consolidated in the Consolidated Financial Statements.

In terms of General Circular No. 2/2011 dated 8th February 2011 read together with General Circular No. 3/2011 dated 21st February 2011, issued by the Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, granting general exemption to companies from attaching financial statements of subsidiaries, subject to the fulfillment of conditions stated in the circular, copies of Balance Sheet, Profit and Loss Account, Report of Board of Directors and Auditors thereon of the subsidiary companies for the year ended on 31st March 2013 are not attached to the Balance Sheet of the Company as the company shall fulfill the following conditions:

(i) The Board of Directors of the company has vide Board resolution dated 30th May, 2013 consented for not attaching the Balance Sheet (s) of the concerned subsidiaries.

(ii) The Company has presented in its Annual Report, the consolidated financial statements of holding company and all of its subsidiaries duly audited by its statutory auditors.

(iii) The Consolidated financial statements has been prepared in strict compliance with applicable accounting standards and where applicable, Listing Agreement as prescribed by the Securities and Exchange Board of India.

(iv) The Company has disclosed in its consolidated Balance Sheet the following information in aggregate for each subsidiary :- (a) Capital (b) Reserves (c ) Total Assets (d) Total Liabilities (e ) details of investment (except in case of investment in subsidiaries) (f) Turnover (g) Profit before taxation (h) provision for taxation (i) Profit after taxation (j) proposed dividend, as applicable.

(v) The annual accounts and other related detailed information of the subsidiaries viz., M/s Kohinoor Broadcasting Corporation FZE, M/s KBC Power Corporation Limited and M/s Asian IT Education Pvt Ltd shall be made available to the shareholders of the holding company and subsidiary companies seeking such information at any point of time.

(vi) Further, the annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder at the Head office/Registered Office of the company and of the subsidiary companies concerned and the Company shall furnish a hard copy of the details of accounts of subsidiaries to any shareholder on demand.

(vii) The holding as well as subsidiary companies in question shall regularly file such data to the various regulatory and Government authorities as may be required by them.

(viii)The Company has given Indian rupee equivalent of the figures given in foreign currency appearing in the accounts of the subsidiary companies along with the exchange rate as on closing day of the financial year.

As a good Corporate Governance practice, a statement pursuant to Section 212(3) and 212(5) of the Companies Act 1956 containing the details of subsidiaries of the company, forms part of the Annual accounts of the company.

Listing

The Ordinary Equity Shares of the Company are listed at Bombay Stock Exchange Limited. The Global Depositary Receipts issued by the Company are listed at Luxembourg Stock Exchange.

Consolidated Financial Statements

The Audited Consolidated financial statements of the Company have been drawn as per Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India and has been attached with the Annual Report.

Investment

The Company has made an investment to the tune of X 10784554 in its Indian subsidiary, KBC Power Corporation Limited. The Company has invested in its associate company (now subsidiary), Asian IT Education Pvt Ltd an amount of X 4900000.

Public Deposits

The Company has not accepted any deposits from the public within the meaning of Section 58-A of the Companies Act, 1956 and rules there under.

Insurance

All the properties of the Company including its buildings, equipment etc. are adequately insured.

Directors

The Board of Directors of the Company is duly constituted as per the requirements of Corporate Governance. There was no change in the board during the financial year under review. Mr. Harjinder Singh and Mr. Gunjot Singh retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

Human Resources & Industrial Relations

The Company has not had any strikes or labour disputes since its inception. The Company''s employees do not belong to any labour unions or other employee union. The Company emphasizes flexibility and innovation. Employees are, therefore, selected on the basis of individual ability to learn as well as on academic/professional achievement, conceptual knowledge, and temperament for, and fit with, the Company''s corporate culture. The employees, members of the administrative, management and supervisory bodies of the Company do not hold any shares in the Company. There is no provision and/or scheme of the Company to offer any stock option for involving any employee, members of the administrative, management, supervisory bodies or staff in the capital of the Company.

Public Takeovers and Exchange Offers

During the financial year 2012-13, no public takeover or exchange offers by the third parties have been made in respect of the Company''s shares. Further, during the financial year 2012-13, no public exchange offers have been made by the Company in respect of the shares of other Companies.

Details of the Interruptions in the Business of the Company

There has been no interruption in the business of the Company, which may have any significant effect on the Company''s financial position. However, the Company could not escape from the impact of global recession.

Arrangement to Enable Directors to Acquire Shares and Debentures

Neither at the end nor at any time during the financial year was the Company a party to any arrangement, whose object is to enable the Directors to acquire benefits by means of acquisition of shares or Debentures of the Company or other body corporate.

Nature and Extent of the Interests of the Members of the Company

There are no unusual transactions, with regard to the interests of the administrative, management and supervisory bodies, which are unusual in their nature or conditions during the preceding financial year and the current financial year.

Except as disclosed in this report, no Director, who held office at the end of the Financial year, had interest in Shares, Debentures, warrants or Share options of the Company either at the beginning (or date of appointment if later) and at the end of the Financial year.

Directors'' Receipt and Entitlement to Contractual Benefits

During the year, no Director has, either directly or indirectly, received or become entitled to receive a benefit which requires disclosure under the Companies Act 1956 by reason of a contract made by the Company or a related corporation with the Director or a firm of which he is a member or with a Company in which he has a substantial financial interest except as disclosed in the Financial Statement.

Change in Shares Capital of the Company

There is no change in the Share Capital of the Company during the year. The Authorized Share Capital of the Company remained at X 1,160,000,000 divided into 116,000,000 Equity Shares of X 10 each both at the beginning and at the end of the year.

Compliance Report in respect of Cost Records

The company has maintained Cost Accounting Records in accordance with Cost Accounting Record (Rules) 2011 applicable to the Company. M/s Balwinder & Associates, Cost Accountants, have issued Compliance Report dated 14th August 2013 on the Cost Accounting Records maintained by the Company for the year 2012-13.

Corporate Governance

A separate report on Corporate Governance is included in Annual Report and the Certificate from Company''s Auditors confirming the compliance of conditions on Corporate Governance as stipulated in the Clause 49 of the listing agreement with the stock exchange is annexed thereto.

Management Discussion and Analysis

The report on the Management Discussion and Analysis is enclosed and forms part of this Report.

Trading Pattern of Company''s Shares at BSE

The Company''s Equity Shares are listed and traded on the BSE. The prices for Equity Shares as quoted in the official list of the BSE are expressed in Indian Rupees. The following table sets forth the reported high and low share prices quoted in Rupees for the Equity Shares and the Trade Volume in terms of number of shares and number of trades for the Equity Shares of the Company for the last three financial years. (Source: www.bseindia.com)

Auditors

M/s Amit K Arora & Co., Chartered Accountants, Panchkula, who are the Statutory Auditors of the Company to hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have u/s 224(1) of the Companies Act, 1956 furnished a certificate of their eligibility for re-appointment.

Ownership of the Properties of the Company

All the assets of the Company are registered in the name of the Company.

Events Occurring After the Balance Sheet Date

There were no significant events occurred after the Balance Sheet date, which require adjustment in the figures as on the Balance Sheet date.

Particulars of Employees Pursuant to Section 217 (2A)

None of the employees is covered under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

There was no employee of the Company who, if employed throughout the year, was in receipt of remuneration of X 60,00,000 or more per annum and who, if employed for part of the year, was in receipt of remuneration of X 5,00,000 or more per month.

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo

The Company is in to Service Industry and is not significant user of Power. The particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 to the extent applicable to the Company are as follows:

A) Conservation Of Energy:

a) Energy conservation measures taken/under implementation. Nil

b) Additional investments and proposals, if any, being implemented for reduction in Nil consumption of energy.

c) Impact of measures at (a) and (b) above for reduction in energy consumption and Nil consequent impact on the cost of production of goods.

d) The total energy consumption and energy consumption per unit of production. N.A.

B) Technology Absorption:

a) Research and Development Nil

b) Technology absorption, adaptation and innovation Nil

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the of the financial year and of the profit and loss of the Company for the year under review;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a ''Going Concern'' basis.

Replies to the comments of auditors

The observations of the Auditors in their report read with the accounts are self-explanatory and therefore do not require further explanation.

Acknowledgements

Your Directors take this opportunity to place on record their appreciation of the dedication and commitment of employees at all levels in maintaining the sustained growth of your Company and remain in forefront of media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from Central and State Governments mainly the Ministry of Information and Broadcasting and the Department of Telecommunication and other stakeholders including, producers, venders, banks, investors, service providers as well as regulatory and governmental authorities.

For and on behalf of the Board

For Kohinoor Broadcasting Corporation Ltd.

(Mangal Singh)

Managing Director



(Harjinder Singh)

Chandigarh, 14th August, 2013 Director


Mar 31, 2012

The Directors have pleasure in submitting the Eighteenth Annual Report together with the Audited Accounts for the year ended 31st March, 2012.

Operating Results (Rs. Million) 31-03-2012 31-03-2011

Gross Receipts 7.05 24.83

Profit (Loss) before Interest, Depreciation & Tax (18.40) 0.01

Less: Interest - -

Less: Depreciation and Amortization 62.40 69.02

Profit (Loss) before Exceptional, Extraordinary Items & Tax (80.80) (69.01)

Less: Exceptional Items 280.20 (0.07)

Profit (Loss) before Extraordinary Items & Tax (361.00) (68.94)

Less: Extraordinary items - -

Profit (Loss) before Tax (361.00) (68.94)

Less: Tax (Savings) (7.21) (10.53)

Net Profit (Loss) after Tax (353.79) (58.41)

Earnings Per Share (EPS) (3.21) (0.53)

Dividend

In view of inadequacy of profits during the financial year under review, the Board of Directors expresses its inability to recommend any Dividend.

Subsidiary Companies

The Company is not a subsidiary of any other Company. The Company has a wholly owned subsidiary viz M/s Kohinoor Broadcasting Corporation FZE situated at Hamriyah Free Zone, Sharjah - UAE. The main object of the Subsidiary Company has been set out as General Trading. The Company proposes to use the subsidiary Company as its distribution arm in Middle East. The Accounts of the Subsidiary Company has been drawn in accordance with UAE Commercial Companies Laws and has been duly audited by independent auditors.

The Company has an Indian wholly owned subsidiary, M/s KBC Power Corporation Limited. The company is engaged in the business of manufacture of solar cell and solar modules. The Subsidiary company has not yet started its commercial production. The financial results in that respect at the close of the financial year 2011-12 have been prepared and consolidated in the Consolidated Financial Statements.

In terms of General Circular No. 2/2011 dated 8th February 2011 read together with General Circular No. 3/2011 dated 21st February 2011, issued by the Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, granting general exemption to companies from attaching financial statements of subsidiaries, subject to the fulfillment of conditions stated in the circular, copies of Balance Sheet , Profit and Loss Account, Report of Board of Directors and Auditors thereon of the subsidiary companies for the year ended on 31st March 2012 are not attached to the Balance Sheet of the Company as the company shall fulfill the following conditions:

(i) The Board of Directors of the company has vide Board resolution dated 15th May, 2012 consented for not attaching the Balance Sheet (s) of the concerned subsidiaries.

(ii) The Company has presented in its Annual Report, the consolidated financial statements of holding company and all of its subsidiaries duly audited by its statutory auditors.

(iii) The Consolidated financial statements has been prepared in strict compliance with applicable accounting standards and where applicable, Listing Agreement as prescribed by the Securities and Exchange Board of India.

(iv) The Company has disclosed in its consolidated Balance Sheet the following information in aggregate for each subsidiary :- (a) Capital (b) Reserves (c ) Total Assets (d) Total Liabilities (e ) details of investment (except in case of investment in subsidiaries) (f) Turnover (g) Profit before taxation (h) provision for taxation (i) Profit after taxation (j) proposed dividend, as applicable.

(v) The annual accounts and other related detailed information of the subsidiaries viz., M/s Kohinoor Broadcasting Corporation FZE and M/s KBC Power Corporation Limited shall be made available to the shareholders of the holding company and subsidiary companies seeking such information at any point of time.

(vi) Further, the annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder at the Head office/Registered Office of the company and of the subsidiary companies concerned and the Company shall furnish a hard copy of the details of accounts of subsidiaries to any shareholder on demand.

(vii) The holding as well as subsidiary companies in question shall regularly file such data to the various regulatory and Government authorities as may be required by them.

(viii) The Company has given Indian rupee equivalent of the figures given in foreign currency appearing in the accounts of the subsidiary companies along with the exchange rate as on closing day of the financial year.

As a good Corporate Governance practice, a statement pursuant to Section 212(3) and 212(5) of the Companies Act 1956 containing the details of subsidiaries of the company, forms part of the Annual accounts of the company.

Listing

The Ordinary Equity Shares of the Company are listed at Bombay Stock Exchange Limited. The Global Depositary Receipts issued by the Company are listed at Luxembourg Stock Exchange.

Consolidated Financial Statements

The Audited Consolidated financial statements of the Company have been drawn as per Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India and has been attached with the Annual Report.

Investment

The total value of the Investment translated in to INR in the wholly owned subsidiary M/s Kohinoor Broadcasting Corporation FZE, registered at Hamriyah Free Trade Zone, Sharjah - UAE amounted to Rs. 958.50 Million (US$ 18.79 Million} till the close of the financial year. The Company has made an investment to the tune of Rs. 71785 in its Indian subsidiary, KBC Power Corporation Limited.

Public Deposits

The Company has not accepted any deposits from the public within the meaning of Section 58-A of the Companies Act, 1956 and rules there under.

Insurance

All the properties of the Company including its buildings, equipment etc. are adequately insured.

Directors

The Board of Directors of the Company is duly constituted as per the requirements of Corporate Governance. There was no change in the board during the financial year under review. Mr. Daljeet Singh and Mr. Shivinder Pal Singh retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

Human Resources & Industrial Relations

The Company has not had any strikes or labour disputes since its inception. The Company's employees do not belong to any labour unions or other employee union. The Company emphasizes flexibility and innovation. Employees are, therefore, selected on the basis of individual ability to learn as well as on academic/professional achievement, conceptual knowledge, and temperament for, and fit with, the Company's corporate culture. The employees, members of the administrative, management and supervisory bodies of the Company do not hold any shares in the Company. There is no provision and/or scheme of the Company to offer any stock option for involving any employee, members of the administrative, management, supervisory bodies or staff in the capital of the Company.

Public Takeovers and Exchange Offers

During the financial year 2011-12, no public takeover or exchange offers by the third parties have been made in respect of the Company's shares. Further, during the financial year 2011-12, no public exchange offers have been made by the Company in respect of the shares of other Companies.

Details of the Interruptions in the Business of the Company

There has been no interruption in the business of the Company, which may have any significant effect on the Company's financial position. However, the Company could not escape from the impact of global recession.

Arrangement to Enable Directors to Acquire Shares and Debentures

Neither at the end nor at any time during the financial year was the Company a party to any arrangement, whose object is to enable the Directors to acquire benefits by means of acquisition of shares or Debentures of the Company or other body corporate.

Nature and Extent of the Interests of the Members of the Company

There are no unusual transactions, with regard to the interests of the administrative, management and supervisory bodies, which are unusual in their nature or conditions during the preceding financial year and the current financial year.

Directors' Interest in Shares and Debentures of the Company

The interest of Directors, holding office at the end of the financial year, in the Shares and Debentures of the Company, according to the Register of Directors' Shareholdings were as follows:-

Equity Shares of Rs. 10 Each %age of Total Capital Beginning End of year Beginning End of year

Mr. Mangal Singh (Managing Director) 400000 400000 0.36% 0.36%

Total 400000 400000 0.36% 0.36%

Except as disclosed in this report, no Director, who held office at the end of the Financial year, had interest in Shares, Debentures, warrants or Share options of the Company either at the beginning (or date of appointment if later) and at the end of the Financial year.

Directors' Receipt and Entitlement to Contractual Benefits

During the year, no Director has, either directly or indirectly, received or become entitled to receive a benefit which requires disclosure under the Companies Act 1956 by reason of a contract made by the Company or a related corporation with the Director or a firm of which he is a member or with a Company in which he has a substantial financial interest except as disclosed in the Financial Statement.

Company Secretary

During the financial year under review, the Company Secretary and Compliance Officer, Ms. Nidhi Verma resigned due to her health condition. The fresh appointment is being made.

Change in Shares Capital of the Company

There is no change in the Share Capital of the Company during the year. The Authorized Share Capital of the Company remained at Rs. 1,160,000,000 divided into 116,000,000 Equity Shares of Rs. 10 each both at the beginning and at the end of the year.

Compliance Report in respect of Cost Records

The company has maintained Cost Accounting Records in accordance with Cost Accounting Record (Rules) 2011 applicable to the Company. M/s Balwinder & Associates, Cost Accountants, have issued Compliance Report dated 14th August 2012 on the Cost Accounting Records maintained by the Company for the year 2011-12.

Corporate Governance

A separate report on Corporate Governance is included in Annual Report and the Certificate from Company's Auditors confirming the compliance of conditions on Corporate Governance as stipulated in the Clause 49 of the listing agreement with the stock exchange is annexed thereto.

Management Discussion and Analysis

The report on the Management Discussion and Analysis is enclosed and forms part of this Report.

Trading Pattern of Company's Shares at BSE

The Company's Equity Shares are listed and traded on the BSE. The prices for Equity Shares as quoted in the official list of the BSE are expressed in Indian Rupees. The following table sets forth the reported high and low share prices quoted in Rupees for the Equity Shares and the Trade Volume in terms of number of shares and number of trades for the Equity Shares of the Company for the last five financial years. (Source: www.bseindia.com)

Financial Year Share Price (in Rs.) Volume

High Low No. of Shares No. of Trades 2007-2008 20.75 2.58 175786590 138600

2008-2009 9.91 2.00 80256640 65793

2009-2010 9.88 1.93 197089694 159113

2010-2011 3.19 1.15 55596534 25908

2011-2012 2.37 0.56 53547031 18905

Auditors

M/s Amit K Arora & Co., Chartered Accountants, Panchkula, who are the Statutory Auditors of the Company to hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have u/s 224(1) of the Companies Act, 1956 furnished a certificate of their eligibility for re-appointment.

Ownership of the Properties of the Company

All the assets of the Company are registered in the name of the Company.

Events Occurring After the Balance Sheet Date

There were no significant events occurred after the Balance Sheet date, which require adjustment in the figures as on the Balance Sheet date.

Particulars of Employees Pursuant to Section 217 (2A)

None of the employees is covered under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

There was no employee of the Company who, if employed throughout the year, was in receipt of remuneration of Rs. 60,00,000 or more per annum and who, if employed for part of the year, was in receipt of remuneration of Rs. 5,00,000 or more per month.

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo

The Company is in to Service Industry and is not significant user of Power. The particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 to the extent applicable to the Company are as follows:

A) Conservation Of Energy:

a) Energy conservation measures taken/under implementation. Nil

b) Additional investments and proposals, if any, being implemented for reduction in consumption of energy. Nil

c) Impact of measures at (a) and (b) above for reduction in energy consumption and Nil consequent impact on the cost of production of goods.

d) The total energy consumption and energy consumption per unit of production. N.A.

B) Technology Absorption:

a) Research and Development Nil

b) Technology absorption, adaptation and innovation Nil

C) Foreign Exchange Earnings and Outgo:

a) Activities relating to exports, initiative taken to increase exports, development of new Nil export markets for products and services and export plans.

b) Total Foreign Exchange Earnings and Outgo during the year:

Earnings NIL

Outgo US$ 7250

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2012, the applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the of the financial year and of the profit and loss of the Company for the year under review;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a 'Going Concern' basis.

Replies to the comments of auditors

The observations of the Auditors in their report read with the accounts are self-explanatory and therefore do not require further explanation.

Acknowledgements

Your Directors take this opportunity to place on record their appreciation of the dedication and commitment of employees at all levels in maintaining the sustained growth of your Company and remain in forefront of media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from Central and State Governments mainly the Ministry of Information and Broadcasting and the Department of Telecommunication and other stakeholders including, producers, venders, banks, investors, service providers as well as regulatory and governmental authorities.



For and on behalf of the Board For Kohinoor Broadcasting Corporation Ltd.

(Mangal Singh) Managing Director

(Harjinder Singh) Director

Chandigarh, 14th August, 2012


Mar 31, 2010

The Directors have pleasure in submitting the Sixteenth Annual Report together with the Audited Accounts for the year ended 31st March 2010.

Operating Results

(INR Million)

31-03-2010 31-03-2009

Gross Receipts 85.02 253.08

Profit before Interest, Depreciation & Tax 13.32 218.03

Less Interest

Less Depreciation and Amortization 21.77 25.51

Less Tax (Savings) (2.83) (4.73)

Net Profit (Less) after Tax (5.62) 197.25

Assets Written Off (2.06) (48.38)

Profit (Loss) after Extraordinary Items (7.68) 148.87

Profit (Loss) Brought Forward (40.18) 42.30

Dividend and Tax thereon

Transfer to Reserves - 231.24

Provisions (Excess Provisions Written Back) (1.42) 0.10

Profit Carried to Balance Sheet (46.44) (40.18)

Earning Per Share (EPS) (0.05) 1.79



Dividend

Keeping in view the global recession and slow down in the Indian economy that has impacted the results of the Company, the Board of Directors does not recommend any Dividend.

Subsidiary and Associate Companies

The Company is not a subsidiary of any other Company. The Company has a wholly owned subsidiary viz M/s Kohinoor Broadcasting Corporation FZE situated at Hamriyah Free Zone, Sharjah - UAE. The main object of the Subsidiary Company has been set out as General Trading. The Company proposes to use the subsidiary Company as its distribution arm in Middle East.

The Accounts of the Subsidiary Company has been drawn in accordance with UAE Commercial Companies Laws and has been duly audited by Al Saif Auditors & Accountants, UAE, the Statutory Auditors of the Company. The accounts along with Auditors report thereon has been attached with the Annual Report.

Listing

The Ordinary equity shares of the Company are listed at Bombay Stock Exchange Limited. The Global Depositary receipts issued by the Company are listed at Luxembourg Stock Exchange. The Company has applied for listing of its equity shares at National Stock Exchange, Mumbai.

Consolidated Financial Statements

The Audited Consolidated financial statements of the Company has been drawn as per Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India, and has been attached with the Annual Report.

Investment

The total value of the Investment translated in to INR in the wholly owned subsidiary M/s Kohinoor Broadcasting Corporation FZE, registered at Hamriyah Free Trade Zone, Sharjah - UAE amounted to INR 921.96 Million (US$ 20.42 Million) till the close of the financial year. During the year the Company has received back of its investment to the tune of INR 19.07 Million {US$ 0.5 Million).

Public Deposits

The Company has not accepted any deposits from the public within the meaning of Section 58-A of the Companies Act 1956 and rules there under.

Insurance

All the properties of the Company including its Buildings, Equipments etc. are adequately insured.

Directors

The Board of Directors of the Company is duly constituted as per the requirements of Corporate Governance. There was no change in the board during the year. Mr. Kulwinder Singh retires by rotation at the ensuing Annual General Meeting being eligible offers himself for reappointment.

Human Resources & Industrial Relations

The Company has not had any strikes or labour disputes since its inception. The Companys employees do not belong to any labour unions or other employee union. The Company emphasizes flexibility and innovation. Employees are, therefore, selected on the basis of individual ability to learn as well as on academic/professional achievement, conceptual knowledge, and temperament for, and fit with, the Companys corporate culture. The employees, members of the administrative, management and supervisory bodies of the Company do not hold any Shares in the Company. There is no provision and/or scheme of the Company to offer any stock option for involving any employee, members of the administrative, management, supervisory bodies or staff in the capital of the Company.

Public Takeovers and Exchange Offers

During the financial year 2009-2010, no public takeover or exchange offers by the third parties have been made in respect of the Companys shares. Further, during the financial year 2009-2010, no public exchange offers have been made by the Company in respect of the shares of other Companies.

Details of the Interruptions in the Business of the Company

There has been no interruption in the business of the Company, which may have any significant effect on the Companys financial position. However the Company could not escape from the impact of global recession.

Arrangement to Enable Directors to Acquire Shares and Debentures

Neither at the end nor at any time during the financial year was the Company a party to any arrangement, whose object is to enable the Directors to acquire benefits by means of acquisition of shares or Debentures of the Company or other body corporate.

Nature and Extent of the Interests of the Members of the Company

There are no unusual transactions, with regard to the interests of the administrative, management and supervisory bodies, which are unusual in their nature or conditions during the preceding financial year and the current financial year.

Directors Interest in Shares and Debentures of the Company

The interest of Directors, holding office at the end of the financial year, in the Shares and Debentures of the Company, according to the Register of Directors Shareholdings were as follows:-

Equity Shares of %age of Total Capital

Rs. 10 Each

Beginning End of year Beginning End of year

Mr. Mangal Singh (Managing Director) 253950 400000 0.23% 0.36%

Total 253950 400000 0.23% 0.36%

Except as disclosed in this report, no Director, who held office at the end of the Financial year, had interest in Shares, Debentures, warrants or Share options of the Company either at the beginning (or date of appointment if later) and at the end of the Financial year.

Directors Receipt and Entitlement to Contractual Benefits

During the year, no Director has, either directly or indirectly, received or become entitled to receive a benefit which is require disclosure under the Companies Act 1956 by reason of a contract made by the Company or a related corporation with the Director or a firm of which he is a member or with a Company in which he has a substantial financial interest except as disclosed in the financial Statement.

Change in Shares Capital of the Company

The is no change in the Share Capital of the Company during the year. The Authorized Share Capital of the Company remained at Rs. 1,160,000,000 divided into 116,000,000 equity Shares of Rs.10 each both at the beginning and at the end of the year.

Corporate Governance

A separate annexure on corporate governance is included in annual report and the certificate from Companys Auditors confirming the compliance of conditions on corporate governance as stipulated in the clause 49 of the listing agreement with the stock exchange is annexed thereto.

Management Discussion and Analysis

The report on the Management Discussion and Analysis is enclosed and forms part of this Report.

Trading Pattern of Companys Shares at BSE

The Companys equity Shares are listed and traded on the BSE. The prices for equity Shares as quoted in the official list of the BSE are expressed in Indian Rupees. The following table sets forth the reported high and low share prices quoted in Rupees for the equity Shares and the Trade Volume in terms of number of shares and no. of trades for the equity Shares of the Company for the Last Five financial years.

Financial Year Share Price (in Rs.) Volume

High Low No. of Shares No. of Trades

2006-2007 9.79 3.05 6916956 17581

2007-2008 20.75 5.21 165319496 166697

2008-2009 11.00 2.19 139867832 74610

2009-2010 9.91 2.05 76284090 101320

Auditors

M/s Amit K Arora & Co., Chartered Accountants, Chandigarh, who are the statutory Auditors of the Company to hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have, U/s 224(1) of the Companies Act. 1956, furnished a certificate of their eligibility for re-appointment along with the certificate received from the Peer Review Board of the IC AI.

Ownership of the Properties of the Company

All the assets of the Company are registered in the name of the Company.

Events Occurring After the Balance Sheet Date

There were no significant events occurred after the Balance Sheet date, which require adjustment in the figures as on the Balance Sheet date.

Particulars of Employees Pursuant to Section 217 (2A)

None of the employees is covered under section 217 (2A) of the Companies Act, 1956 read with the Companies

(Particulars of Employees) Rules, 1975 as amended.

There was no employee of the Company who, if employed throughout the year, was in receipt of remuneration of Rs. 24,00,000 or more per annum and who, if employed for part of the year, was in receipt of remuneration of Rs. 2,00,000 or more per month.

Particulars regarding conservation of energy, technology absorption and foreign exchange earning and outgo

The Company is in to service Industry and is not significant user of Power. The particulars required to be furnished under the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 to the extent applicable to the Company are as follows.

A) Conservation Of Energy:

a) Energy conservation measures taken/under implementation. Nil

b) Additional investments and proposals, if any, being implemented for reduction in Nil consumption of energy.

c) Impact of measures at (a) and (b) above for reduction in energy consumption and consequent Nil impact on the cost of production of goods.

d) The total energy consumption and energy consumption per unit of production. N.A.

B) Technology Absorption:

a) Research and Development Nil

b) Technology absorption, adaptation and innovation Nil

C) Foreign Exchange Earnings and Outgo:

a) Activities relating to exports, initiative taken to increase exports, development of new export Nil markets for products and services and export plans.

b) Total Foreign Exchange Earnings and Outgo during the year:

Earnings US$ 500,000

Outgo US$ 5500

Directors Responsibility Statement

Pursuant to the requirement under section 217C2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the of the financial year and of the profit and loss of the Company for the year under review;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

Replies to the comments of auditors

The Directors have pleasure in reporting that the statutory auditors of the Company have not made any adverse remarks which require comments of the directors.

Acknowledgements

Your Directors take this opportunity to place on record their appreciation of the dedication and commitment of employees at all levels in maintaining the sustained growth of your Company and remain in forefront of media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from central and state Governments mainly the Ministry of Information and Broadcasting and the Department of Telecommunication and other stakeholders including, producers, venders, banks, investors, service providers as well as regulatory and governmental authorities.

For and on behalf of the Board

For Kohinoor Broadcasting Corporation Ltd.

(Mangal Singh)

Managing Director

(Harjinder Singh)

Chandigarh, 2nd July 2010 Director

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