Annual Report - Brandhouse Retails

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BRANDHOUSE R E T A I L S 7. SUBSIDIARIES: 8 TH ANNUAL REPORT 2011-12 The Company has one subsidiary, namely Brandhouse Oviesse Limited, which is a Joint Venture Company of the Company and Oviesse S.p.A., Italy. Details of Subsidiaries: Name of the Subsidiary Date of Incorporation Shareholding as on 31st March, 2012 Brandhouse Oviesse Limited 29th July, 2009 62.5% Material Non-Listed Indian Subsidiary: The revised Clause 49 defines a ‘Material Non-Listed Indian Subsidiary’ as an unlisted subsidiary, incorporated in India, whose turnover or net worth (i.e. paid-up capital and free reserves) exceeds 20% of the consolidated turnover or net worth respectively, of the listed holding Company and its subsidiaries in the immediately preceding accounting year. Therefore, the Company does not have any Material Non-Listed Indian Subsidiary. The Subsidiary commenced its operations during the Financial Year 2010-11 The minutes of the Board Meetings of the subsidiary except the financial statements are being placed from time to time before the meeting of the Board of Directors. The financial statements of the subsidiary are reviewed annually as part of the consolidated financial statements of the Company. 8. DISCLOSURES: a) Disclosure regarding materially significant related party transaction There are no materially significant related party transactions which have potential conflict with the interest of the Company at large. As the transactions with related parties are disclosed separately under Notes to Accounts in this Annual Report, the same are not reviewed separately at the Audit Committee. b) Details of Non-Compliance of statutory provisions of capital market The Company has complied with all statutory provisions of regulatory authorities. No penalties or strictures have been imposed on the Company by any Stock Exchange or SEBI or any other statutory authority on any matter related to capital market during the last three years. c) Compliance of Clause 49 of the Listing Agreement The Company has generally complied with the mandatory requirements of Clause 49 of the Listing Agreement subject to statements as made herein. Certification by CEO and CFO about the true & fairness of the accounts and financial statements of the Company for the year ended 31st March, 2012 has been duly received and was placed before the Board Meeting held on 30th May, 2012 for approving the accounts for the year ended on 31st March, 2012. d) Risk Management The Company has formulated a Risk Management Policy. e) Disclosure of relationship between Directors inter-se Mr. Nitin S. Kasliwal and Mrs. Jyoti N. Kasliwal are husband and wife. No other Director is related to any other Director. f) Management The Management Discussion and Analysis Report forms part of this Annual Report. Clause 49 of the Listing Agreement mandates to obtain a certificate from either the Auditors or Practicing Company Secretary regarding compliance of conditions of corporate governance stipulated in the clause and annex the certificate with the Directors’ Report, which is sent annually to all the shareholders. The company has obtained a certificate from the Practicing Company Secretary to this effect and the same is given as an annexure to the Directors’ Report. g) Proceeds from Issues, if any Not Applicable 25 Report on Corporate Governance
BRANDHOUSE R E T A I L S 8 TH ANNUAL REPORT 2011-12 9. MEANS OF COMMUNICATION: The Company has been promptly communicating any material developments in the Company to the shareholders. During the year, the financial results of the Company were published as follows: Period Date of the Board Meeting Date of publishing Newspapers Audited Financial Results for the Financial Year 2010-11 30th May, 2011 1st June, 2011 The Free Press Journal & Navashakti Unaudited Financial Results for the Quarter ended 30th June, 2011 (Q1) 10th August, 2011 12th August, 2011 The Free Press Journal & Navashakti Unaudited Financial Results for the Half Year ended 30th 12 September, 2011 (H1) th November, 2011 15th November, 2011 The Free Press Journal & Navashakti Unaudited Financial Results for the Quarter ended 31st 13 December, 2011 (Q3) th February, 2012 15th February, 2012 The Free Press Journal & Navashakti All material information including financials, presentations, press releases, corporate updates, shareholders information communicated to BSE, NSE is available on the respective websites of BSE and NSE and also on the website of the Company http://brandhouseretails.com. 10. GENERAL SHAREHOLDERS INFORMATION: 10.1 Annual General Meeting Date, Time and Venue: Thursday, 27th September, 2012 at 1:00 p.m. at Walchand Hirachand Hall, Indian Merchants’ Chamber Building, IMC Marg, Churchgate, Mumbai – 400020 10.2 Financial Year 1 st April to 31 st March Tentative Financial Calendar for the Financial Year 2012-13 is as follows: Board Meeting for considering Audited Financial Results for the Year ended 31st 30th May, 2012 March, 2012 Financial Results for the Quarter ending on 30th June, 2012 By 14th August, 2012 Financial Results for the Quarter / Half year ending on 30th September, 2012 By 12th November, 2012 Financial Results for the Quarter / Nine months ending on 31st December, 2012 By 14th February, 2013 Financial Results for the Quarter / Year ending on 31st March, 2013 (Audited Results) By 30th May, 2013 10.3 Date of Book Closure Saturday, 22 nd September, 2012 to Thursday, 27 th September, 2012 (both days inclusive) 26 Report on Corporate Governance
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BRANDHOUSE RETAILS LIMITED B-2, 5th
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Annual Report - Brandhouse Retails

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