Kohinoor Broadcasting Corporation Ltd.
|BSE: 531366||Sector: Media|
|NSE: N.A.||ISIN Code: INE414E01017|
|BSE 00:00 | 04 Mar||Kohinoor Broadcasting Corporation Ltd|
|NSE 05:30 | 01 Jan||Kohinoor Broadcasting Corporation Ltd|
|BSE: 531366||Sector: Media|
|NSE: N.A.||ISIN Code: INE414E01017|
|BSE 00:00 | 04 Mar||Kohinoor Broadcasting Corporation Ltd|
|NSE 05:30 | 01 Jan||Kohinoor Broadcasting Corporation Ltd|
Your Directors are pleased to present the 21st Annual Report together withthe Audited Statement of Accounts for the year ended 31st March 2015.
1. Financial Results
No Dividend has been declared for the current financial year due to loss incurred bythe company.
3. Transfer of Unclaimed Dividend to Investor Education and Protection Fund
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
4. Review of Business Operations and Future Prospects
KBC NEWS the Company's first Free-to-air channel has been aired and is available atSatellite- INSAT 4A 83 Degrees East Symbol Rate 3000 FEC % Downlink Frequency-3868Pole- Vertical. The channel is a news channel with focus on Northern India and can beviewed by dish set-up. The channel could not be made available on DTH and Cable Networkdue to working capital crunch.
5. Human Resources Development
The Company has continuously adopted structures that help attract best external talentand promote internal talent to higher roles and responsibilities. The Company has not hadany strikes or labour disputes since its inception. The Company's employees do not belongto any labour unions or other employee union. The Company emphasizes flexibility andinnovation. Employees are therefore selected on the basis of individual ability to learnas well as on academic/professional achievement conceptual knowledge and temperamentfor and fit with the Company's corporate culture. The employees members of theadministrative management and supervisory bodies of the Company do not hold any shares inthe Company. There is no provision and/or scheme of the Company to offer any stock optionfor involving any employee members of the administrative management supervisory bodiesor staff in the capital of the Company.
6. Material Changes and Commitments
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
7. Documents Placed on the Website
The following documents have been placed on the website in compliance with the Act:
i) Financial statements of the Company and consolidated financial statements along withrelevant documents as per third proviso to section 136(1).
ii) Separate audited accounts in respect of subsidiaries as per fourth proviso tosection 136(1).
iii) Details of vigil mechanism for directors and employees to report genuine concernsas per proviso to section 177(10).
iv) The terms and conditions of appointment of independent directors as per Schedule IVto the Act.
v) Details of familiarisation program of independent directors.
vi) Code of Conduct for prevention of Insider Trading.
vii) Code of Conduct of Independent Directors.
viii) Declaration on Code of Conduct as envisaged in Clause 49 of the Listing Agreementwith the Stock Exchange.
8. Corporate Governance Report and Management Discussion & Analysis
As per Clause 49 of the listing agreement entered into with the stock exchangesCorporate Governance Report with Auditors' certificate thereon and Management Discussionand Analysis report are attached and form part of this report.
9. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished inAnnexure-1 and is attached to this report.
10. Risk Management
The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis. For detailsplease refer to the Management Discussion and Analysis report which form part of the BoardReport.
11. Corporate Social Responsibility
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
12. Disclosure as per Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. However the company does nothave any women employee.
13. Particulars of Loans Guarantees or Investments made under Section 186 of theCompanies Act 2013
There was no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provisions are notapplicable.
14. Contracts/ Arrangements with Related Parties
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.
15. Explanation or Comments on qualifications reservations or adverse remarks ordisclaimers made by the auditors and the practicing company secretary
There were no qualifications reservations or adverse remarks made either by theAuditors or by the practicing company secretary in their respective report.
16. Nomination and Remuneration Committee
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isoverseen by Nomination and Remuneration Committee and is furnished under CorporateGovernance Report.
17. Extract of Annual Return
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure-2and is attached to this Report.
18. Number of Board Meetings
The Company had 6 Board meetings during the financial year under review. The details ofwhich are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.
19. Directors Responsibility Statement
In accordance with the provisions referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 the board hereby submit its responsibilitystatement
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof systems were adequate and operating effectively.
20. Subsidiaries Joint Ventures and Associate Companies
Your Company has two subsidiaries viz. KBC Power Corporation Limited and Asian ITEducation Private Limited. There are no associate companies within the meaning of Section2(6) of the Companies Act 2013 ("Act"). Further there has been no materialchange in the nature of business of the subsidiaries.
In terms of proviso to sub section (3) of Section 129 of the Act the salient featuresof the financial statement of the subsidiaries is set out in the prescribed form AOC-1 inAnnexure-3 which forms part of the annual report.
Performance and financial position of each of the subsidiary is included in theconsolidated financial statement.
21. Consolidated Financial Statements
In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statementsread with AS-23 on Accounting for Investments in Associates and AS-27 on FinancialReporting of Interests in Joint Ventures the audited consolidated financial statement isprovided in the Annual Report.
22. Internal Control
The information about internal controls is set out in the Management Discussion &Analysis report which is attached and forms part of this Report.
The Company has neither accepted nor renewed any deposits during the year under review.
24. Directors and Key Managerial Personnel
Mr. Gunjot Singh Whole time Director and Mr. Shivinder Pal Singh Independent Directorhas resigned from the Board of the Company on 30 September 2014 and 24 February 2015respectively. The Directors place on record their appreciation of the valuablecontribution made by him.
Mr. Daljeet Singh and Mr. Harjinder Singh Director retires by rotation and beingeligible has offered himself for re-appointment. The Board recommends the same for yourapproval.
Pursuant to the provisions of Section 203 of the Act the appointment of Mr. HarjinderSingh Whole Time Director & Mr. Mangal Singh Managing Director were formalized asthe Key Managerial Personnel of the Company.
25. Declaration of Independent Director
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
Further there has been no change in the circumstances which may affect their status asindependent director during the year.
26. Relationship between Directors Inter Se
None of the Directors are related to each other within the meaning of the term"relative" as per Section 2(77) of the Act and clause 49(VIII)(E)(2) of therevised listing agreements.
27. Familiarization Program for Independent Directors
The Company has practice of conducting familiarization program of the independentdirectors as detailed in clause 2. 2 of the Corporate Governance Report which forms partof the Annual Report.
28. Statutory Auditor
The Auditors M/s Amit K Arora & Co. Chartered Accountants Panchkula retire atthe ensuing Annual General Meeting and being eligible; offer themselves for reappointmentfor a period of one year from the conclusion of this Annual General Meeting till theconclusion of next AGM.
29. Audit Committee
The Company complies with the provisions of Section 177 of the Companies Act 2013 andclause 49 of the Listing Agreement pertaining to the Audit Committee and its functioning.The detail of Audit Committee is furnished under Corporate Governance Report.
30. Vigil Mechanism
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns. For details please refer to the Corporate Governance Reportattached to this Report.
31. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the performance evaluation of the Board its Committees and individualdirectors was conducted and the same was based on questionnaire and feedback from all theDirectors on the Board as a whole Committees and self-evaluation. Directors who weredesignated held separate discussions with each of the Directors of the Company andobtained their feedback on overall Board effectiveness as well as each of the otherDirectors. Based on the questionnaire and feedback the performance of every director wasevaluated in the meeting of the Nomination and Remuneration Committee (NRC). The meetingof NRC also reviewed performance of the Chief Executive Officer and Managing Director ongoals (quantitative and qualitative) set at the beginning of the year in April 2015.
A separate meeting of the independent directors ("Annual ID meeting") wasconvened which reviewed the performance of the Board (as a whole) the non-independentdirectors and the Chairman. Post the Annual ID meeting the collective feedback of each ofthe Independent Directors was discussed by the Chairman of the NRC with the Board'sChairman covering performance of the Board as a whole; performance of the nonindependentdirectors and performance of the Board Chairman.
Some of the key criteria for performance evaluation are as follows - Performanceevaluation of Directors:
Attendance at Board or Committee meetings.
Contribution at Board or Committee meetings.
Guidance/support to management outside Board / Committeemeetings.
Performance evaluation of Board and Committees:
Degree of fulfilment of key responsibilities.
Board structure and composition.
Establishment and delineation of responsibilities to Committees.
Effectiveness of Board processes information and functioning.
Board culture and dynamics.
Quality of relationship between Board and Management.
Efficacy of communication with external stakeholders.
32. Particulars of Employees
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5 (1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been appended as Annexure-4 to thisReport.
33. Cost Audit
The company has maintained Cost Accounting Records in terms of the provisions ofSection 148 and all other applicable provisions of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 applicable to the Company. M/s Balwinder Singh& Associates Cost Accountants issued Compliance report on the Cost Accounting Recordsmaintained by the Company for the year 2014-15.
34. Secretarial Audit Report
The Company has obtained Secretarial Audit Report on Annual basis from the CompanySecretary in practice for compliance with Section 204(1) of the Companies Act 2013Listing Agreement SEBI Regulations on Takeover Insider Trading and Depositories &Participants. Annual Secretarial Audit Report has been appended as Annexure-5 to thisReport. The company could not find a suitable candidate for appointment as companysecretary in view of the financial health of the Company.
35. Share Capital
a) The Company has not bought back any of its securities during the year under review.
b) The Company has not issued any Sweat Equity Shares during the year under review.
c) No Bonus Shares were issued during the year under review.
d) The Company has not provided any Stock Option Scheme to the employees.
The Directors wish to convey their appreciation to business associates for theirsupport and contribution during the year. The Directors would also like to thank theemployees shareholders customers suppliers alliance partners and bankers for thecontinued support given by them to the Company and their confidence reposed in themanagement.
Details on Conservation of Energy Technology Absorption and Foreign Exchange Earningsand Outgo
(a) Conservation of energy
(b) Technology absorption
(c) Foreign exchange earnings and Outgo
During the year the total foreign exchange used and earned was NIL.
FORM AOC - 1 (Pursuant to first proviso to sub-section (3) of section 129 read withrule 5 of Companies (Accounts) Rules 2014)
Statement containing salient features of the financial statement of subsidiaries
PART A: SUBISIDIARIES
1. There is no subsidiary which is yet to commence operations.
2. There is no subsidiary which has been liquidated or sold during the year.
Information required under Section 197 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014
A. Ratio of remuneration of each Director to the median remuneration of all theemployees of your Company for the financial year 2014-15 is as follows:
1. The Information provided above is on standalone basis.
2. * Sh. Gunjot Singh ceased to be Directors of the Company on 30thSeptember 2014. Accordingly the remuneration shown above is for part of the financialyear 2014-15.
3. The aforesaid details are calculated on the basis of remuneration for the financialyear 2014-15.
4. The remuneration to Directors includes sitting fees paid to them for the financialyear 2014-15.
B. Details of percentage increase in the remuneration of each Director and CFO &Company Secretary in the financial year 2014-15 are as follows:
1. * Percentage increase in remuneration not reported as they were holding Directorshipfor the part of the financial year 2013-14 and/or 2014-15 and remuneration isproportionately adjusted.
2. The remuneration to Directors includes sitting fees paid to them for the financialyear 2014-15.
3. During the year there was no increase in the remuneration of the Directors & KeyManagerial Personnel in view of the sluggish performance of the Company.
C. Percentage increase in the median remuneration of employees in the financial year:
D. Number of permanent employees on the rolls of the Company as on 31stMarch 2015:
There were 11 employees of the Kohinoor Broadcasting Corporation Limited as on March31 2015.
E. Explanation on the relationship between average increase in remuneration and companyperformance:
During the year there was no increase in the remuneration in view of the sluggishperformance of the Company. However as per policy the increase in remuneration is inline with the market trends.
F. Comparison of the remuneration of the Key Managerial Personnel against theperformance of your Company:
During the year there was no increase in the remuneration of the Key ManagerialPersonnel in view of the sluggish performance of the Company.
G. Details of Share price and market capitalization:
The details of variation in the market capitalization and price earnings ratio as atthe closing date of the current and previous financial years are as follows:
H. average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
The average increase in salaries of employees other than managerial personnel in2014-15 was 32%. There was no increase in the managerial remuneration in view of thesluggish performance of the Company.
I. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company
There was no increase in the remuneration of KMP's during the year.
J. the key parameters for any variable component of remuneration availed by thedirectors;
The managerial personnel does not avail any variable component in the remuneration.
K. Ratio of the remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year
There are no employees of the Company who receive remuneration in excess of the highestpaid Director of the Company.
Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 it is affirmed that the remuneration paid to the Directors KeyManagerial Personnel and senior management is as per the Remuneration Policy of yourCompany.
M. Statement containing the particulars of employees in accordance with Rule 5 (2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:
(i) There is no employee in the company who was employed throughout the financial yearand was paid remuneration not less than r 60 Lakhs per annum.
(ii) There is no employee in the company who was employed for the part of the financialyear and was paid remuneration at a rate which in aggregate was not less than q 5 lakhsper month.
Form No. MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st March 2015 [Pursuant to section 204(1) ofthe Companies Act 2013 and rule No. 9 of the Companies (Appointment and
Remuneration Personnel) Rules 2014]
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31. 03. 2015
Kohinoor Broadcasting Corporation Limited
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Kohinoor BroadcastingCorporation Limited (hereinafter called the company). Secretarial Audit was conducted in amanner that provided me/us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.
Based on my/our verification of the Kohinoor Broadcasting Corporation Limited bookspapers minute books forms and returns filed and other records maintained by the companyand also the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I/We hereby report that in my/ouropinion the company has during the audit period covering the financial year ended on 31stMarch 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter:
I have examined the books papers minute books as mentioned in Annexure-A forms andreturns filed and other records maintained by Kohinoor Broadcasting Corporation Limited("the Company") for the financial year ended on 31st March 2015according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'): -
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
d) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
e) The Company has complied with the requirements under the Equity Listing Agreementsentered into with BSE Limited; and
(vi) I have relied on the representation made by the Company and its officers forsystem and mechanism put in place by the Company for Compliances under other applicableAct laws and regulations to the Company.
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange.
I further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors NonExecutive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.
I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during the audit period the company has not carried out anyspecific event reportable under these provisions.
ANNEXURE B to the Secretarial Audit Report
Kohinoor Broadcasting Corporation Limited
SCO-87 2nd Floor Sector 46-C Chandigarh
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.
4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.