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Bijoy Hans Ltd.

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Bijoy Hans Ltd. (BIJOYHANS) - Director Report

Company director report

DIRECTORS REPORT

Dear Shareholders

Your directors wish to present the Twenty Ninth Annual Report together with the AuditedAccounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS: (Rs. In Lacs)

2013- 14 2012-13
Turnover/Income 62.65 55.00
Profit/(Loss)
Before Depreciation and tax 10.90 10.40
Depreciation 7.63 9.12
Profit/(Loss) before tax 3.27 1.29
Provision for Taxes 0.00 0.00
Profit/(loss) after Tax 3.27 1.29
Deferred Tax adjustments 0.31 0.60
Surplus brought forward 171.43 169.54
Balance carried to Balance Sheet 175.01 171.43

DIRECTORS:

Sri Ashok Kumar Patawari Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for reappointment.

AUDITORS:

Messrs Mohanlal Sharma & Co. Chartered Accountants retire as Auditors of theCompany and being eligible offer themselves for re-appointment.

The Company has received letter from them to the effect that their re-appointment ifmade would be within the prescribed limits under Section 141(3)(g) of the Companies Act2013 and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditor’s Report are selfexplanatory and do not call for any further comments.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges a report onCorporate Governance is given in Annexure A.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act 1956 the Directors confirmthat:

a) in preparation of the annual accounts the applicable accounting standards have beenfollowed and there has been no material departure;

b) the selected accounting policies were applied consistently and the Directors madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company as at 31st March 2014 and of the Profitof the Company for the year ended as on date;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act1956 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; and

d) the annual accounts have been prepared on a going concern basis.

COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT 1956:

A certificate issued by a Company Secretary in terms of the provisions of Section 383Aof the Companies Act 1956 to the effect that the Company has complied with the applicableprovisions of the said Act is attached to this report.

EMPLOYEES:

The Company has no employees in respect of whom the provisions of Section 217(2A) ofthe Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975 areapplicable.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN CURRENCY EXCHANGE EARNING ANDOUTGO:

The provisions of Section 217(1)(e) of the Companies Act 1956 read with Companies(Disclosure of Particulars in the report of the Board of Directors) Rules 1988 are notapplicable to the Company.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their deep appreciation to bankersshareholders the valued customers and employees and various other government agencies fortheir continued support and encouragement in ensuing all around operational performance.

By order of the Board
For Bijoy Hans Limited
Place: Guwahati
Date: 31st July 2014
Ashok Kumar Patawari Ashim Kumar Patawari
Managing Director Director

ANNEXURE A

CORPORATE GOVERNANCE REPORT

(Pursuant to Clause 49 of the Listing Agreement)

1. The Company’s Philosophy on Code of Governance:

The Company is committed to good Corporate Governance practices. The Company’sphilosophy is to achieve business excellence and optimize long term shareholder’svalue on a sustained basis by ethical business conduct. The Company is committed totransparency in all its dealings and places strong emphasis on business ethics.

2. Board of Directors:

The Company is managed by the Managing Director under the direction control andsupervision of the Board of Directors and it meets at regular intervals. The Board ofDirectors of the Company consists of five Directors comprising of one Managing Directorfour non-executive Directors of whom one is independent.

Composition of Board of Directors

Directors Name and DIN Category Other Directorship Board Committees
Ashok Kumar Patawari (DIN : 00154286) Managing Director Nil Nil
Ashim Kumar Patawari (DIN : 01972489) Non-Executive Director Nil Nil
Raj Kumar Harlalka (DIN : 00594512) Non-Executive & Independent
Hemraj Nahata (DIN : 00154291) Non-Executive & Independent Nil Nil
Sanjay Nahata (DIN : 02002161) Non-Executive & Independent Nil Nil

None of the Non-Executive Directors have any pecuniary relationship or transaction withthe Company in their personal capacity.

3. Board Meetings:

During the financial year ended 7 Board Meetings were held. The days on which Boardmeetings were held are 30.04.2013 01.05.2013 30.05.2013 31.07.2013 25.08.201331.10.2013 and 31.01.2014.

Attendance of the Directors at the Board meetings (7) and last Annual General Meeting:

Directors Attendance Particulars No. of Extra Ordinary
Board Meetings Last AGM General Meeting Attended
Ashok Kumar Patawari 7 Yes -
Hemraj Nahata 7 Yes -
Ashim Kumar Patawari 6 Yes -
Raj Kumar Harlalka 6 Yes -
Sanjay Nahata 7 Yes -

Although Remuneration Committee (being a non-mandatory requirement) has not beenconstituted by the Company all matters relating to review and approval of payment ofremuneration to the Executive Directors are considered by the Board within the overalllimits approved by the Members.

5. Audit Committee:

The Board of Directors has constituted an Audit Committee which consists of three Non-Executive Directors of whom two are Independent Directors.

The Audit committee reviews the Company’s financial reporting process disclosurenorms internal control systems risk management policies accounting policies andpractices as well as quarterly half yearly financial statements. It recommendsappointment of Statutory Auditors fixes audit fees and reviews internal control systemscope of observations of the auditors and adequacy of the internal audit function.

The members of the Audit committee met four (4) times on 30.04.2013 31.07.201331.10.2013 and 31.01.2014 during the financial year ending 31st March 2014.The Composition of the members are as under

Name of the Member Status No. of Audit Committee Meetings
Held Attended
Hemraj Nahata Chairman 4 4
Raj Kumar Harlalka Member 4 4
Ashim Kumar Patawari Member 4 4

6. Shareholders/Investors Grievance Committee:

The Committee has been formed to specifically look into shareholders and/or investorscomplaints. The Board has delegated the authority to approve the transfer/transmission ofshares issue of duplicate share certificate etc. to this Committee of Directors. TheCommittee would ensure that the grievances of the investors are attended to promptlybesides taking pro-active actions for high level of investor services.

The members of the Shareholders/Investors Grievance committee met once on 28.03.2014during the financial year ending 31st March 2014.

The details of the composition of the Committee and attendance of the members at themeeting are as under:

Name of the Member Status No. of Committee Meetings
Held Attended
Ashim Kumar Patawari Member 1 1
Hemraj Nahata Chairman 1 1
Raj Kumar Harlalka Member 1 1

There being no complaints received during the period under review the Committeereviewed the existing procedures for attending to complaints as and when they may arise.

7. General Body Meeting:

The last three Annual General Meeting were held at Registered Office of the Company atH P Brahmachari Road Rehabari Guwahati 781 008 as per the details given below:

YEAR DATE OF AGM DAY TIME
Twenty Sixth AGM 2011 30/09/2011 Friday 11 AM
Twenty Seventh AGM 2012 29/09/2012 Saturday 11 AM
Twenty Eighth AGM 2013 30/09/2013 Monday 11 AM

No special resolution was put through postal ballot last year and the Company does notpropose to pass any special resolution through postal ballot process this year.

8. Disclosures:

There were no materially significant related party transactions which had potentialconflict with the interest of the company at large. Suitably disclosure as required by theAccounting Standards (AS-18) Related Party Transactions has been made in the AnnualReport.

The Company has complied with all the requirements of the listing agreement with thestock exchanges as well as the regulations of SEBI. No penalties or strictures have beenimposed on the Company by the stock exchanges or any other statutory authority on anymatters related to capital market during the last 3 years.

The CEO (Managing Director) has furnished a certificate to the Board for the year ended31st March 2014 in compliance with the revised Clause 49 of the ListingAgreement as amended.

9. Means of Communication:

The Company publishes its annual half yearly and quarterly results in the leadingnewspapers. The Quarterly and Annual Financial Results of the Company are furnished to theStock Exchanges as per the requirements of the Listing Agreement.

10. General Shareholders Information:

a) The Twenty Ninth Annual General Meeting of the company will be held on 30thSeptember 2014 at 11 AM at the Registered Office of the Company at H P Brahmachari RoadRehabari Guwahati 781 008.

b) i) The financial year of the Company is from 1st April to 31stMarch.

ii) Quarterly Results :-
Quarter ended on June 2014 last week of July 2014
Quarter ended on September 2014 last week of Oct 2014
Quarter ended on December 2014 last week of January 2015
Quarter ended on March 2015 last week of May 2015

c) Date of Book Closure: From 23rd September 2014 to 30thSeptember 2014.

d) The Shares of the Company are listed on the following exchanges:

The Stock Exchange Mumbai

The Calcutta Stock Exchange Association Ltd (application pending for delisting)

Annual listing fees have been paid to the Stock Exchange Mumbai for the financial year2013-14 except Calcutta stock Exchange Association Limited.

e) Market price detail:

The Equity Shares of the Company are not traded and hence the market price data are notavailable.

f) Registrars and Share Transfer Agent:

The Company has its own in house department to look after the share transfer system.Therefore no Registrar and Share Transfer Agent has been appointed so far.

g) Share Transfer system:

The share transfer is processed by the Company’s own in house department andapproved by the Shareholders/Investors Grievance Committee if the document is complete inall respect within 15 days.

h) Dematerialization:

The Company is in the process of dematerialization of its entire Equity Shares withNSDL and CDSL. i) Distribution of Shareholdings as on 31st March 2014

No. of Equity Shares No. of % of No. of Shares % of Share
Held Shareholders Shareholders Holdings
Upto 500 1816 56.61 660307 22.01
501-1000 911 28.39 741500 24.71
1001-2000 318 9.91 481494 16.04
2001-3000 74 2.31 181700 6.06
3001-4000 5 0.16 18800 0.63
4001-5000 17 0.53 77600 2.59
5001-10000 38 1.22 257250 8.58
10001 & Above 27 0.87 581370 19.38
TOTAL 3203 100.00 3000021 100.00

j) Shareholding Pattern as on 31st March 2014

CATEGORY OF HOLDINGS NO. OF SHARES HELD PERCENTAGE (%)
Indian Promoters/Persons Acting in Concert 229300 8
Foreign Promoters - -
Financial Institutions/Banks/Mutual Funds - -
Resident Individuals & Corporates 2770721 92
TOTAL 30000021 100

 

11. Address for correspondence: Bijoy Hans Limited
H P Brahmachari Road Rehabari
Guwahati 781 008 (Assam)
12. Compliance Officer: Ashok Kumar Patawari
Bijoy Hans Limited
H P Brahmachari Road Rehabari
Guwahati 781 008 (Assam)

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCT

As provided under Clause 49 of the Listing Agreement relating to Corporate Governancewith the Stock exchanges all the Board Members and the senior management personnel of theCompany have affirmed compliance with the company’s code of conduct during thefinancial year 2013-14.

Place : Guwahati for BIJOY HANS LIMITED
Date : 31st July 2014
(Ashok Kumar Patawari)
Managing Director

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