The Members
 
 The Directors have pleasure in submitting the Seventeenth Annual Report
 together with the Audited Accounts for the year ended 31st March, 2011.
 
 Operating Results
 
                                                        (INR Million)
                                      31-03-2011           31-03-2010
 
 Gross Receipts                            24.83                85.02
 
 Profit before Interest, 
 Depreciation & Tax                         3.90                13.32
 
 Less: Interest                              -                    -
 
 Less: Depreciation and Amortization       72.01                21.77
 
 Less: Tax (Savings)                      (10.54)               (2.83)
 
 Net Profit (Loss) after Tax              (57.57)               (5.62)
 
 Assets Written Off                          -                  (2.06)
 
 Prior period expenses                     (0.01)                  -
 
 Profit (Loss) after 
 Extraordinary Items                      (57.57)               (7.68)
 
 Profit (Loss) Brought Forward            (46.44)              (40.18)
 
 Dividend and Tax thereon                    -                     -
 
 Transfer to Reserves                        -                     -
 
 Provisions (Excess Provisions 
 Written Back)                             (0.07)               (1.42)
 
 Provision for Doubtful Advances            0.90                   -
 
 Profit Carried to Balance Sheet         (104.85)              (46.44)
 
 Earnings Per Share (EPS)                  (0.52)               (0.05)
 
 
 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 M/s Bin Shabib, Chartered Accountants, Dubai, UAE, the Statutory
 Auditors of the Company.
 
 During the financial year under review, the Company has incorporated an
 Indian wholly owned subsidiary under the name of M/s KBC Power
 Corporation Limited. The Subsidiary company obtained its Certificate of
 Incorporation on 18th August 2010. The company will be engaged in the
 business of manufacture of solar cell and solar modules. The Subsidiary
 company has not yet started its commercial production. Hence the
 financial results in that respect at the close of the financial year
 2010-2011 are Nil.
 
 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 2011 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 14th May, 2011 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. The Company has applied for
 listing of its Equity Shares at National Stock Exchange, Mumbai and is
 awaiting the approval of the same.
 
 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 INR 840.53
 Million {US$ 18.83 Million} till the close of the financial year.
 During the year, the Company has received back its investment to the
 tune of INR 63.53 Million {US$ 1.6 Million}.
 
 During the year under review, the company made fresh investments in M/s
 KBC Power Corporation Limited (Indian Subsidiary) to the tune of INR
 3.68 Million and in M/s Tagore Theatres Private Limited (Entity over
 which Key Managerial persons are able to exercise significant
 influence) to the tune of INR 9.02 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, 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. Mangal Singh retires by
 rotation at the ensuing Annual General Meeting and being eligible
 offers himself for re-appointment.
 
 The Board of Directors appointed Mr. Shivinder Pal Singh as Additional
 Director and Independent Director of the company w.e.f. 12th August,
 2011. Mr. Shivinder Pal Singh shall cease to hold office at the ensuing
 Annual General meeting. The company has received notice u/s 257 of the
 Companies Act, 1956 from a member signifying his intention to propose
 Mr. Shivinder Pal Singh as a candidate for the office of Director at
 the forthcoming Annual General Meeting.
 
 The company has received notice u/s 257 of the Companies Act, 1956 from
 a member signifying his intention to propose Mr. Gunjot Singh as a
 candidate for the office of Whole-time Director at the forthcoming
 Annual General Meeting.
 
 A brief profile of all these Directors seeking appointment/
 re-appointment containing details of their qualifications, expertise,
 other directorships and committee memberships etc. has been disclosed
 in the Notice of the ensuing Annual General Meeting of the Company.
 
 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 2010-2011, 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 2010-2011, 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          %age of Total Capital 
                     Rs. 10 Each 
                   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. Priya Jain resigned from the company due to her
 medical condition. Ms. Nidhi Verma was appointed as the new Company
 Secretary & Compliance Officer vide Board Resolution dated 13th
 November, 2010.
 
 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.
 
 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
 
 2006-2007        19.25            4.5        108057655      103111
 
 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
 
 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 along
 with the certificate received from the Peer Review Board of the ICAI.
 
 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
 
 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, 12th August, 2011                             Director