Kohinoor Broadcast Corporation

The Directors have pleasure in submitting the Thirteenth Annual Report
 together with the Audited Accounts for the year ended 31st March 2007.
 
 OPERATING RESULTS
 
                                                       (INR Lacs)
                                             31-03-2007**    31-03-2006*
 
 Gross Receipts                                2263.48         3508.06
 Profit before Interest, Depreciation & Tax     415.52          546.94
 Less Interest
 Less Depreciation                              212.64          117.93
 Less Tax (Including Deferred Tax Liability)     69.55          182.38
 Net Profit after Tax                           133.33          246.63
 Extraordinary Items                               -               -
 Profit after Tax                               133.33          246.63
 
 (* For 15 months) (** For 22 months)
 
 FINANCE
 
 During the Year your company has received the in principal approval
 from Bombay Stock Exchange Limited for the GDR issue to the extent of
 INR 500 Million. Your Company proposes to raise around USS7 Million in
 the first trench.
 
 DIVIDEND
 
 Your company is incurring a large amount of capital expenditure for
 setting up production Studios and Earth Station. Therefore your
 Directors have decided to plough back the profits on the ongoing
 expansion plans of the Company. Therefore no dividend is declared for
 the year.
 
 SUBSIDIARY AND ASSOCIATE COMPANIES
 
 The company does not have any subsidiary or associate Company. The
 company is also not the subsidiary of any other company.
 
 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. Mangal 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 emphasises flexibility and
 innovation.  Employees are, therefore, selected on the basis of
 individual ability to learn as well as on academic 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 2006-2007, no public takeover or exchange
 offers by the third parties have been made in respect of the Companys
 shares. Further, during the financial year 2006-2007, 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.
 
 INVESTMENT POLICY
 
 During the years ended 31 March 2007 no major investments have been
 made by the Company.
 
 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        253950      1.95%        4.23%
 Total                   253950        253950
 
 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
 discloser 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.
 
 SHAREHOLDING PATTERN AS AT 31st MARCH 2007
 
 Shareholding of Promoter and 
 Promoter Group                     Number of Shares   % Of Total Equity
 
 -Indian                                253950               4.23
 -Foreign                                NIL                  NIL
 Public shareholding
 -Institutional                          NIL                  NIL
 -Body Corporate                       1413454              23.54
 -General Public                       4338296              72.23
 TOTAL                                 6005700             100.00
 
 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 sales prices quoted in Rupees for the equity Shares and
 the total and average trading volume for the equity Shares for the Last
 three financial years.
 
 Financial Year        Share Price (in Rs.)            Volume
                        High        Low     No. of Shares  No. of Trades
 
 2004-2005             28.00       2.60        6971862        13632
 2005-2006             24.85       5.04       35995620        82798
 2006-2007              9.79       3.05        6916956        17581
 
 CHANGE IN SHARES CAPITAL OF THE COMPANY
 
 At the beginning of the year the Companys authorized share capital is
 Rs. 70,000,000 divided into 7,000,000 equity Shares of Rs.10 each. The
 Shareholders at EGM on 4th December 2006 has decided to increase the
 Authorized capital of the company by 680,000,000. As at 31st March
 2007, the Companys authorized share capital is Rs.750,000,000 divided
 into 75,000,000 equity Shares of Rs.10 each.
 
 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.
 
 AUDITORS
 
 M/s Ashwani Aggarwal & Co., Chartered Accountants, Chandigarh, who are
 the statutory Auditors of the Company to hold office until the
 conclusion of the ensuing Annual General Meeting. It is proposed to
 reappoint them to examine and Audit the accounts of company for the
 financial year 2007-2008. 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
 
 All significant events occurring after the Balance Sheet date, which
 require adjustment in the figures as on the Balance Sheet date have,
 have been adjusted.
 
 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.
 
 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) FOREGIN 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$ 65,950
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under section 217(2AA) 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 2007, 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 2007 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
 
 The Directors would like to place on record their appreciation of all
 employees for rendering impeccable services to every constituent of the
 company be it Viewers, Shareholders, Bankers, Creditors, Producers or
 Regulatory Agencies. The Directors would also like to thank the
 Viewers, Shareholders, Customers, Suppliers, Bankers and all other
 Business Associates for the continuous support given by them to the
 
 Company and their confidence in its managements.
 
                                         For and on behalf of the Board
                              For Kohinoor Broadcasting Corporation Ltd.
 
                                                 (Mangal Singh)
                                               Managing Director
 
                                               (Harjinder Singh)
 Chandigarh, 31st May 2007                         Director