Kohinoor Broadcasting Corporation Ltd Directors Report

Dear Shareholders

Your Directors are pleased to present the 21^st Annual Report together with the Audited Statement of Accounts for the year ended 31^st March, 2015.

1. Financial Results

PARTICULARS	2014-2015	2013-2014	2014-2015	2013-2014
	(Rs. in Lacs)	(Rs. in Lacs)	(Rs. in Lacs)	(Rs. in Lacs)
	(Standalone)	(Standalone)	(Consolidated)	(Consolidated)
Sales and Other Income	8.16	8.16	8.16	8.16
Operating Profit (PBIDT)	-18.07	-32.54	-269.65	-37.58
Interest Cost	0.00	0.00	0.00	0.00
Profit before Depreciation (PBDT)	-18.07	-32.54	-269.65	-37.58
Depreciation	123.16	146.10	123.16	146.17
Profit before Tax	-196.88	-198.28	-392.81	(183.75)
Provision for Taxation/ Deferred Tax	17.40	29.62	17.40	29.08
Profit after Tax	-214.28	-227.90	-410.21	-212.83

2. Dividend

No Dividend has been declared for the current financial year due to loss incurred by the 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 was no dividend declared and paid last year.

4. Review of Business Operations and Future Prospects

KBC NEWS, the Companys first Free-to-air channel has been aired and is available at Satellite- INSAT 4A, 83 Degrees East, Symbol Rate 3000, FEC %, Downlink Frequency-3868, Pole- Vertical. The channel is a news channel with focus on Northern India and can be viewed by dish set-up. The channel could not be made available on DTH and Cable Network due to working capital crunch.

5. Human Resources Development

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. 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.

6. Material Changes and Commitments

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on 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 with relevant documents as per third proviso to section 136(1).

ii) Separate audited accounts in respect of subsidiaries as per fourth proviso to section 136(1).

iii) Details of vigil mechanism for directors and employees to report genuine concerns as per proviso to section 177(10).

iv) The terms and conditions of appointment of independent directors as per Schedule IV to 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 Agreement with the Stock Exchange.

8. Corporate Governance Report and Management Discussion & Analysis

As per Clause 49 of the listing agreement entered into with the stock exchanges, Corporate Governance Report with Auditors certificate thereon and Management Discussion and Analysis report are attached and form part of this report.

9. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure-1 and is attached to this report.

10. Risk Management

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Companys process and policies for determining risk tolerance and review managements measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. For details, please refer to the Management Discussion and Analysis report which form part of the Board Report.

11. Corporate Social Responsibility

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

12. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. However the company does not have any women employee.

13. Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

14. Contracts/ Arrangements with Related Parties

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

15. Explanation or Comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary

There were no qualifications, reservations or adverse remarks made either by the Auditors or by the practicing company secretary in their respective report.

16. Nomination and Remuneration Committee

The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is overseen by Nomination and Remuneration Committee and is furnished under Corporate Governance Report.

17. Extract of Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure-2 and is attached to this Report.

18. Number of Board Meetings

The Company had 6 Board meetings during the financial year under review. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings 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) of Section 134 of the Companies Act, 2013, the board hereby submit its responsibility statement—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of 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 IT Education Private Limited. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Further there has been no material change in the nature of business of the subsidiaries.

In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1 in Annexure-3, which forms part of the annual report.

Performance and financial position of each of the subsidiary is included in the consolidated financial statement.

21. Consolidated Financial Statements

In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided 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.

23. Deposits

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 Director has resigned from the Board of the Company on 30 September, 2014 and 24 February 2015 respectively. The Directors place on record their appreciation of the valuable contribution made by him.

Mr. Daljeet Singh and Mr. Harjinder Singh, Director, retires by rotation and being eligible, has offered himself for re-appointment. The Board recommends the same for your approval.

Pursuant to the provisions of Section 203 of the Act, the appointment of Mr. Harjinder Singh, Whole Time Director & Mr. Mangal Singh, Managing Director were formalized as the Key Managerial Personnel of the Company.

25. Declaration of Independent Director

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Further, there has been no change in the circumstances which may affect their status as independent 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 the revised listing agreements.

27. Familiarization Program for Independent Directors

The Company has practice of conducting familiarization program of the independent directors as detailed in clause 2. 2 of the Corporate Governance Report which forms part of the Annual Report.

28. Statutory Auditor

The Auditors, M/s Amit K Arora & Co., Chartered Accountants, Panchkula retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting till the conclusion of next AGM.

29. Audit Committee

The Company complies with the provisions of Section 177 of the Companies Act, 2013 and clause 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 report their genuine concerns. For details, please refer to the Corporate Governance Report attached to this Report.

31. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation. Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors. Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC). The meeting of NRC also reviewed performance of the Chief Executive Officer and Managing Director on goals (quantitative and qualitative) set at the beginning of the year in April 2015.

A separate meeting of the independent directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Boards Chairman covering performance of the Board as a whole; performance of the nonindependent directors and performance of the Board Chairman.

Some of the key criteria for performance evaluation are as follows - Performance evaluation of Directors:

• Attendance at Board or Committee meetings.

• Contribution at Board or Committee meetings.

• Guidance/support to management outside Board / Committee meetings.

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 required under Section 197 of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure-4 to this Report.

33. Cost Audit

The company has maintained Cost Accounting Records in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 applicable to the Company. M/s Balwinder Singh & Associates, Cost Accountants issued Compliance report on the Cost Accounting Records maintained by the Company for the year 2014-15.

34. Secretarial Audit Report

The Company has obtained Secretarial Audit Report on Annual basis from the Company Secretary in practice for compliance with Section 204(1) of the Companies Act, 2013, Listing Agreement, SEBI Regulations on Takeover, Insider Trading and Depositories & Participants. Annual Secretarial Audit Report has been appended as Annexure-5 to this Report. The company could not find a suitable candidate for appointment as company secretary 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.

36. Acknowledgements

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management.

	For and on behalf of the Board of Directors
	(Mangal Singh)
	Managing Director
	DIN: 00067225
	(Harjinder Singh)
Chandigarh	Director
30th June 2015	DIN: 00073230

Annexure-1

Details on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

(a) Conservation of energy

(i) the steps taken or impact on conservation of energy	NIL
(ii) the steps taken by the company for utilizing alternate sources of energy	NIL
(iii) the capital investment on energy conservation equipments	NIL

(b) Technology absorption

(i) the efforts made towards technology absorption	NIL
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported	NIL
(b) the year of import;	NIL
(c) whether the technology been fully absorbed	NIL
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NIL
(iv) the expenditure incurred on Research and Development	NIL

(c) Foreign exchange earnings and Outgo

During the year, the total foreign exchange used and earned was NIL.

	For and on behalf of the Board of Directors
	(Mangal Singh)
	Managing Director
	DIN: 00067225
	(Harjinder Singh)
Chandigarh	Director
30th June 2015	DIN: 00073230

Annexure-3

FORM AOC - 1 (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries

PART A: SUBISIDIARIES

1. Name of the Subsidiary	KBC Power Corporation Limited	Asian IT Education Private Limited
2. Reporting period for the subsidiary concerned, if different from the holding companys reporting period	1st April 2014 to 31st March 2015	1st April 2014 to 31st March 2015
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries	No, Indian Subsidiary	No, Indian Subsidiary

 

	Rs in Lacs	Rs in Lacs
4. Share Capital	153.00	54.00
5. Reserves & Surplus	(153.00)	(54.00)
6. Total Assets	-	-
7. Total Liabilities	-	-
8. Investments	-	-
9. Turnover	-	-
10. Profit before taxation	(150.12)	(45.81)
11. Provision for taxation	-	-
12. Profit after taxation	(150.12)	(45.81)
13. Proposed Dividend	-	-
14. % of Shareholding	100%	90.74%

Notes:

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.

	For and on behalf of the Board of Directors
	(Mangal Singh)
	Managing Director
	DIN: 00067225
	(Harjinder Singh)
Chandigarh	Director
30th June 2015	DIN: 00073230

Annexure-4

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 the employees of your Company for the financial year 2014-15 is as follows:

Name of Director	Total Remuneration (q)	Ratio of remuneration of director to the median remuneration
Mangal Singh	1,92,000	2.37
Daljeet Singh	1,50,000	1.85
Kulwinder Singh	1,50,000	1.85
Gunjot Singh*	96,000	1.19

Notes:

1. The Information provided above is on standalone basis.

2. * Sh. Gunjot Singh ceased to be Directors of the Company on 30^th September, 2014. Accordingly, the remuneration shown above is for part of the financial year 2014-15.

3. The aforesaid details are calculated on the basis of remuneration for the financial year 2014-15.

4. The remuneration to Directors includes sitting fees paid to them for the financial year 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:

Name of Director	Remuneration (in e)		Increase %
	2014-2015	2013-2014
Mangal Singh	1, 92, 000	1, 92, 000	-
Daljeet Singh	1, 50, 000	1, 50, 000	-
Kulwinder Singh	1, 50, 000	1, 50, 000	-
Gunjot Singh*	96, 000	1, 92, 000	*

Notes:

1. * Percentage increase in remuneration not reported as they were holding Directorship for the part of the financial year 2013-14 and/or 2014-15 and remuneration is proportionately adjusted.

2. The remuneration to Directors includes sitting fees paid to them for the financial year 2014-15.

3. During the year there was no increase in the remuneration of the Directors & Key Managerial Personnel in view of the sluggish performance of the Company.

C. Percentage increase in the median remuneration of employees in the financial year:

	2014-2015	2013-14	Increase (%)
	(in e)	(in e)
Median remuneration of all employees per annum	81,000	56,400	43.62%

D. Number of permanent employees on the rolls of the Company as on 31^st March 2015:

There were 11 employees of the Kohinoor Broadcasting Corporation Limited as on March 31, 2015.

E. Explanation on the relationship between average increase in remuneration and company performance:

During the year there was no increase in the remuneration in view of the sluggish performance of the Company. However, as per policy, the increase in remuneration is in line with the market trends.

F. Comparison of the remuneration of the Key Managerial Personnel against the performance of your Company:

During the year there was no increase in the remuneration of the Key Managerial Personnel 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 at the closing date of the current and previous financial years are as follows:

Particulars	Unit	As at March 31, 2015	As at March 31, 2014	Variation
Closing rate of Share at BSE	Rs	0.18	0.17	6%
Earning Per Share	Rs	(0.19)	(0.21)	9%
Market Capitalization	Rs/ lac	198.37	187.35	6%
Price Earnings Ratio	Ratio	(0.95)	(0.81)	(17%)

H. average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase in salaries of employees other than managerial personnel in 2014-15 was 32%. There was no increase in the managerial remuneration in view of the sluggish performance of the Company.

I. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company

There was no increase in the remuneration of KMPs during the year.

J. the key parameters for any variable component of remuneration availed by the directors;

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 who are not directors but receive remuneration in excess of the highest paid director during the year

There are no employees of the Company who receive remuneration in excess of the highest paid Director of the Company.

L. Affirmation

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of your Company.

M. Statement containing the particulars of employees in accordance with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(i) There is no employee in the company who was employed throughout the financial year and 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 financial year and was paid remuneration at a rate which in aggregate was not less than q 5 lakhs per month.

		For and on behalf of the Board of Directors
	(Mangal Singh)	(Harjinder Singh)
Chandigarh	Managing Director	Director
30th June 2015	DIN: 00067225	DIN: 00073230

Annexure-5

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31^st March, 2015 [Pursuant to section 204(1) of the 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

To,

The Members,

Kohinoor Broadcasting Corporation Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Kohinoor Broadcasting Corporation Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me/us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my/our verification of the Kohinoor Broadcasting Corporation Limited books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I/We hereby report that in my/our opinion, the company has, during the audit period covering the financial year ended on 31^st March, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books as mentioned in Annexure-A, forms and returns filed and other records maintained by Kohinoor Broadcasting Corporation Limited ("the Company") for the financial year ended on 31^st March, 2015 according 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 made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act): -

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) 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 Disclosure Requirements) Regulations, 2009;

d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

e) The Company has complied with the requirements under the Equity Listing Agreements entered into with BSE Limited; and

(vi) I have relied on the representation made by the Company and its officers for system and mechanism put in place by the Company for Compliances under other applicable Act, 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 of Executive Directors, NonExecutive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period the company has not carried out any specific event reportable under these provisions.

Place: Chandigarh	Shalini Bhatia
Date: 30th June 2015	C P No.: 4992

ANNEXURE B to the Secretarial Audit Report

To,

The Members,

Kohinoor Broadcasting Corporation Limited

SCO-87, 2^nd 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 the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Place: Chandigarh	Shalini Bhatia
Date: 30th June 2015	C P No.: 4992