Kohinoor Broadcast Corporation

1.  We have audited the attached Balance Sheet of Kohinoor Broadcasting
 Corporation Ltd. as at 31st March 2009 and also the Profit and Loss
 Account and the Cash Flow Statement for the year ended on that date
 both annexed thereto.  These financial statements are the
 responsibility of the Companys management. Our responsibility is to
 express an opinion on these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with Auditing Standards,
 Generally Accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  On the basis of written representation received from the directors
 as on 31st March 2009 and taken on record by board of Directors, we
 report that none of the directors is disqualified as on 31st March 2009
 from being appointed as director in terms of clause (g) of sub-section
 (1) of section 274 of the Companies Act, 1956
 
 4.  As required by the Companies (Auditors Report) Order, 2004 (As
 Amended) issued by Ministry of Finance Department of Company Affairs,
 in terms of Section 227 (4-A) of the Companies Act, 1956, we annexed
 hereto a statement on the matters specified in paragraphs 4 and 5 of
 the said order.
 
 5.  Further to our comments in the annexure referred to in paragraph 4
 above, we report that:
 
 (i) We have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for the purpose of our audit.
 
 (ii) In our opinion, proper books of accounts as required by law have
 been kept by the company, so far as appears from our examination of the books.
 
 (iii) The Balance Sheet, Profit and Loss Account and Cash Flow
 Statement dealt with by this report are in agreement with books of accounts.
 
 (iv) In our opinion, the Balance Sheet, Profit and Loss Account and
 Cash Flow Statement dealt with by this report comply with the Accounting 
 Standards referred to in the sub section (3c) of section 211 of the 
 companies Act, 1956 and rules there under; and
 
 (v) In our opinion and to the best of our information and according to
 explanations given to us, the said accounts read together with other 
 notes appearing in schedule 16 and their effect on the accounts if any, 
 give the information required by the Companies Act, 1956 in the manner 
 so required and also give a true and fair view in conformity with the 
 accounting principals generally accepted in India:
 
 (a) In the case of the Balance Sheet, of the state of affairs of the
 company as at March 31st, 2009;
 
 (b) In the case of Profit & Loss Account, of the profits for the year
 ended on that date; and
 
 (c) In the case of Cash Flow Statement, of the Cash Flows for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT
 
 (Annexure referred to in paragraph 4 of our Report of even Date) (i)
 
 (a) The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 (b) As explained to us major assets of the Company were physically
 verified by the Management in terms of a phased programme. No
 discrepancies were noticed on verification carried out.
 
 (c) According to the information and explanation given to us no
 substantial part of fixed assets have been disposed off during the
 year. Since no substantial part of fixed assets have been disposed off
 during the year, the concept of going concern has not beertaffected.
 
 (ii)
 (a) Physical Verification of finished goods, stores and spare parts and
 raw materials and components has been conducted by the Management
 during the year at reasonable intervals.
 
 (b) Procedure of physical verification of stocks followed by the
 company are reasonable and adequate in relation to the size of the
 company and nature of its business.
 
 (c) As explained to us the company is maintaining proper records of
 inventory. The discrepancies noticed on physical verification of stocks
 were not material as compared to the book records and have been
 properly dealt with in the books of accounts.
 
 (iii) The company has not taken or granted loans, Secured or Unsecured,
 from/to the Companies, Firms or other parties listed in the register
 maintained under section 301 of the Companies Act, 1956 within the
 meaning of section 370 (1- B) of the Companies Act, 1956. So,
 sub-clauses (b) (c) (d) relating to rate of interest and other terms
 and conditions of loans, repayment of the principal amount and interest
 thereon, steps taken for recovery/repayment of the principal and
 interest thereon, in our opinion not applicable in respect of the
 company.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business with regards to purchase of inventories and fixed assets and
 also with regards to sale of goods. We have not noticed any continuing
 failure to correct major weaknesses in internal control;
 
 (v)
 
 (a) In our opinion and according to the information and explanations
 given to us, no transaction is required to be entered into in the
 register in pursuance of section 301 of the Act.
 
 (b) According to the information and explanations given to us, there is
 no transaction made in pursuance of the contracts or agreements entered
 in the register maintained under Section 301 of the Companies Act, 1956
 and aggregating during the year to Rs. five lacs p.a. or more in
 respect of each party.
 
 (vi) The company has not accepted or renewed deposits from the public
 during the year to which provisions of section 58-A of the Companies
 Act, and the applicable rules framed there under including the
 directives issued by the Reserve Bank of India apply.
 
 (vii) The company has its own internal audit system, which in our
 opinion is commensurate with the size of the company and the nature of
 its business.
 
 (viii) As per information supplied to us, the Central government has
 not prescribed the maintenance of cost records under section 209 (1)
 (d) of Companies Act, 1956 for any of the Companys Product.
 
 (ix)(a) As explained to us, the Company is regular in paying
  undisputed statutory dues including Provident Fund, Investor 
 Education and Protection Fund, Employees State Insurance, Income Tax,
 Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other
 statutory dues with the appropriate authorities. As per the information
  provided to us, the extent of the arrears of outstanding statutory dues
 as at the last day of the financial year concerned for a period of more
 than six months from the date they became payable is Nil.
 
 (b) According to the information and explanations given to us, there
 are no dues pending, which have not been deposited due to the disputes.
 
 (x) In our opinion, the company has been registered for a period not
 less than five years and it has no accumulated losses at the end of the
 financial year. We further report that the company has not incurred any
 cash losses in the current financial year and also the immediately
 preceding current financial year.
 
 (xi) As per information provided to us the company has not taken any
 loans, credit facilities or other loans of whatsoever nature from any
 financial institution and/or bank and/or debenture holders.
 
 (xii) According to the information and explanations given to us, the
 company has not granted loans and advances on the basis of security by
 way of pledge of shares, debentures and other securities. Thus the
 directions regarding maintenance of adequate documents and records are
 not applicable to the company.
 
 (xiii) As explained to us the company is not a nidhi / mutual benefit
 fund / society and the provisions of any special statute are not
 applicable in respect of the company. Thus the sub-clauses (a) to (d)
 of this clause are not applicable.
 
 (xiv) According to the information and explanations given to us, the
 company is not dealing or trading in shares, securities, debentures and
 other investments, thus the discloser regarding maintenance of records
 and holding securities in its own name are not applicable in respect of
 the company.
 
 (xv) According to the information and explanations given to us, the
 company has not given any guarantee for loans taken by others from bank
 or financial institutions, Thus the discloser regarding the terms and
 conditions is not required.
 
 (xvi) According to the information and explanations given to us, the
 company has not obtained any term loan during the year accordingly
 there is nothing to report under this clause.
 
 (xvii) According to the information and explanations given to us, the
 company has not raised any funds on Short term or long term Basis
 during the year.
 
 (xviii) As explained to us, the company has not made any preferential
 allotment of shares to parties and companies covered in the Register
 maintained under section 301 of the Act. Thus the discloser regarding
 pricing under this clause is not applicable.
 
 (xix) As explained to us, the company has not issued any debentures
 during the year. Thus the discloser regarding securities is not
 applicable.
 
 (xx) As explained to us, the company has not raised any money by way of
 public issue during the year. Thus the discloser regarding end use of
 money is not applicable.
 
 (xxi) According to the information and explanations given to us, and
 further as certified by the management, no fraud on or by the company
 has been noticed or reported during the year.
 
                                             For Amit K Arora & Co.
                                               Chartered Accountants,
                                                  (Amit Kumar Arora)
                                                         Proprietor 
 Chandigarh, 30th July 2009                  Membership No. F-096831