bisan limited - asx · 1 bisan limited abn 75 006 301 800 & controlled entities company...

Bisan Limited

ABN 75 006 301 800

&

Controlled Entities

ANNUAL REPORT

FOR THE YEAR ENDED

30 JUNE 2012

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Bisan Limited ABN 75 006 301 800

& Controlled Entities

Company Directory

Directors

Mr Michael Goldhirsch

Mr David Herszberg

Mr Maurice Silman

Secretary

Mr Marc Spicer

Solicitors to the Company

Quinert Rodda & Associates

500 Collins Street

Melbourne. Vic. 3000

Bankers

National Australia Bank Limited

Camberwell Business Centre

990 Toorak Road

Camberwell. Vic. 3124

Registered Office

Level 12

390 St Kilda Road


Share Registry

Computershare Investor Services Pty Ltd

Yarra Falls

452 Johnston Street

Abbotsford. Vic. 3067

Auditors

Grant Thornton Audit Pty Ltd

Level 30

525 Collins Street


Contents Page

Directors' Report 2 – 9

Auditor's Independence Declaration 10

Directors’ Declaration 11

Independent Audit Report 12-13

Statement of Financial Position 14

Statement of Comprehensive Income 15

Statement of Changes in Equity 16

Statement of Cash Flows 17

Notes to the Financial Statements 18-38

Corporate Governance Statement 39-44

Stock Exchange Information 45-46

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Directors Report Bisan Limited


Your Directors present their report on the financial

statements of the consolidated entity for the

financial year ended 30 June 2012.

DIRECTORS

The Directors in office at any time during or since

the end of the year are:

S Chalabian (resigned 13 July 2011)

M Goldhirsch

D Goldhirsch (resigned 10 May 2012)

D Herszberg (appointed 10 May 2012)

J Robinson (appointed 21 December 2011,

resigned 10 May 2012)

S Shnider (resigned 10 May 2012)

M Silman (appointed 10 May 2012)

Unless otherwise stated Directors have been in

office since the start of the financial year to the

date of this report.

PRINCIPAL ACTIVITIES

The principal activities, during the financial year,

of the consolidated entity were investment and

trading activities. There were no significant

changes in those activities during the year.

OPERATING RESULTS

The consolidated profit of the consolidated entity

after income tax amounted to $119,939 (2011: loss

of $189,650).

DIVIDENDS PAID OR RECOMMENDED

It is not recommended that a dividend be declared,

and no dividend has been declared or paid since the

end of the previous financial year.

REVIEW OF OPERATIONS

The consolidated entity derived income from its

investment activities which are currently

insufficient to meet administrative costs, resulting

in losses for the year.

As a consequence of a rationalization program in

previous financial years, the consolidated entity

remains debt free.

On 15th August 2011, the Company completed a

placement of 7,496,960 shares at $0.025 per share

to raise $187,424 before costs.

On 29th November 2011, the Company completed

a placement of 22,523,290 shares at $0.04 per

share to raise $900,932 before costs. In addition,

for every Placement share subscribed for, the

Company issued to the subscribers one free option

exercisable at $0.08 at any time on or before 31

December 2015.

On 21st December 2011, Mr James Robinson was

appointed as a director of Bisan Ltd. On 10th May

2012, Mr David Hershberg and Maurice Silman

were appointed as directors of Bisan Ltd and Mr

Daniel Goldhirsch, Mr James Robinson and Mr

Stephen Shnider resigned as directors of Bisan Ltd.

The company continues to assess opportunities to

enhance shareholder wealth.

SIGNIFICANT CHANGES IN STATE OF

AFFAIRS

During the financial year there were no significant

changes in the state of affairs of the consolidated

entity other than that referred to above and in the

financial statements or notes thereto.

AFTER REPORTING PERIOD EVENTS

No other matters or circumstances have arisen after

the end of the financial year that have significantly

affected or may significantly affect:

(a) the operations of the company or of the

consolidated entity;

(b) the results of those operations; or

(c) the state of affairs in financial years

subsequent to 30 June 2012 of the

company or consolidated entity.

FUTURE DEVELOPMENTS

Likely developments in the operations of Bisan

Limited and the expected results of those

operations in future financial years have not been

included in this report as the inclusion of such

information is likely to result in unreasonable

prejudice to the company.

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Directors Report (Continued) Bisan Limited


INFORMATION ON DIRECTORS

At the date of this report, the names, particulars

of the qualifications, experience and special

responsibilities (if any) of each director are:

Mr Michael Goldhirsch LLB

Executive Chairman

Appointed:16th

May 1987

Experience and expertise

Mr Goldhirsch is a solicitor and partner in the

legal firm of Goldhirsch & Shnider.

Other current listed directorships

World Oil Resources Ltd

Former listed company directorships (in the last

three years)

None

Special responsibilities

Due to the number of directors and size of the

company, with its limited activities, the

directors’ role encompasses all responsibilities.

Mr David Herszberg

Director

Appointed: 10th

May 2012


Mr Herszberg has more than twenty years of

corporate and management experience. He has

served in various positions as President or

Director of a number of private companies, both

in Australia and the United States. Mr Herszberg

has extensive consumer electronics experience

and was active in brining electronic products to

Australia. He has extensive experience in the

commercial property market in both

developments and investments.


Altius Mining Limited

Cohiba Minerals Limited


three years)

None



company, with its limited activities, the

directors’ role encompasses all responsibilities.

Mr Maurice Silman

Director

Appointed: 10th

May 2012


Mr Silman has thirty years of experience in

property development and investment. In the past

eight years he has overseen the diversification of

business interests into commercial fish farming,

various sustainability enterprises, biomedical

product development, incubation of new

technology businesses, and a number of other

entrepreneurial activities.


None


three years)

None



company, with its limited activities, the directors’

role encompasses all responsibilities.

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Directors' Report (Continued) Bisan Limited


MEETINGS OF DIRECTORS

During the year 7 directors meetings were held. The number of meetings at which directors were in

attendance is as follows:

Number of meetings attended by:

S Chalabian -

D Goldhirsch 6

M Goldhirsch 7

D Hershberg 2

J Robinson 1

S Shnider 5

M Silman 2

AUDIT COMMITTEE

Due to the number of directors on the Board, and the size of the company, the consolidated entity

does not consider it necessary to appoint an audit committee.

INDEMNIFYING OFFICERS OR AUDITOR

The consolidated entity has not, during or since the financial year, in respect of any person who is or

has been an officer or auditor of the company or of a related body corporate:

indemnified or made any relevant agreement for indemnifying against a liability incurred as an

officer or auditor, including costs and expenses in successfully defending legal proceedings; or

paid or agreed to pay a premium in respect of a contract insuring against a liability incurred as an

officer for the costs or expenses to defend legal proceedings.

DIRECTORS INTERESTS

Particulars of Directors’ interests in the shares of Bisan Ltd as at the date of this report are as follows:

M. Goldhirsch

2,420,000 Fully Paid Shares

5,000,000 Performance Rights ($0.20 Hurdle)

D. Herszberg


1,000,000 Options

M. Silman


2,000,000 Options

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REMUNERATION REPORT (AUDITED)

Remuneration of key management personnel

The company's policy for determining the nature and amounts of emoluments of directors and senior

executives of the company is as follows;

The Board of Directors of Bisan Limited is responsible for determining and reviewing compensation

arrangements for the directors. The Remuneration Committee assesses the appropriateness of the

nature and amount of emoluments of directors on a periodic basis, with the overall objective of

ensuring shareholder benefit.

There is no specific relationship between the remuneration policy and Bisan’s trading performance.

During the year, the directors waived the rights to receive remuneration for the year.

Remuneration for the year ended 30 June 2012

Consolidated and Parent Entity

Remuneration for the year ended 30 June 2011

Short term Post Employment Long Term

Share-

based

payment

Salary

& Fees

Non

monetary

benefits

Other Superannuation Retirement

benefits

Options

Other

Total

$ $ $ $ $ $ $ $

M. Goldhirsch (Chairman) - - - - - - - -

S. Chalabian - Director (*) - - - - - - - -

D. Goldhirsch – Director (*) - - - - - - - -

D. Herszberg – Director (*) - - - - - - - -

J. Robinson - Director (*) - - - - - - - -

S. Shnider –

Director/Secretary (*) - - - - - - - -

M Silman - Director (*) - - - - - - - -

- - - - - - - -

(*) On 13 July 2011, Mr S Chalabian resigned as a director of the Company. On 21 December 2011, Mr J Robinson was

appointed as a director of the Company. On 10 May 2012, Mr D Goldhirsch, Mr J Robinson & Mr S Shnider resigned as

directors of the Company. On 10 May 2012, Mr D Herszberg & Mr M Silman were appointed directors of the Company.

Short term Post Employment Long Term

Share-based

payment

Salary

& Fees

Non

monetary

benefits

Other Superannuation Retirement

benefits

Options

Other

Total

$ $ $ $ $ $ $ $

M. Goldhirsch 4,980 - - - - - - 4,980

C. Turner (**) 3,320 - - - - - - 3,320

S. Shnider 4,980 - - - - - - 4,980

D. Goldhirsch 4,980 - - - - - - 4,980

S. Chalabian (**) 4,980 - - - - - - 4,980

23,240 - - - - - - 23,240

(**) On 11 March 2011, Mr C Turner resigned as a director of the Company. On 13 July 2011, Mr S Chalabian resigned as a director of the

Company.

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REMUNERATION REPORT (AUDITED) (Continued)

Remuneration – Long Term Incentive

The establishment of the Bisan Limited Performance Rights Plan was approved by shareholders at the

Annual General Meeting on 30th July 2007. The Performance Rights Plan has been designed to

provide long-term incentives for employees and directors to deliver long-term shareholder returns.

Under the plan, participants are granted performance rights which only vest if certain performance

standards are met. Participation in the plan is at the Board’s discretion and no individual has a

contractual right to participate in the plan to receive any guaranteed benefits. The holder of the

performance rights is entitled to be issued for nil consideration one fully paid share in the Company

for each performance right exercised. There is no board policy for limiting the person’s exposure to

risk in relation to the securities.

Plan

Type

Grant

Date

Expiry

Date

Exercise

Price

Balance

at start of

the year

Performance

Hurdle Granted

during the

year

Exercised

during

the year

Expired

during

the year

Balance at

end of the

year

Performance

Rights

31/8/07 31/8/12 - 11,500,000 $0.20 -- -- 6,000,000 5,500,000

TOTAL - 11,500,000 $0.20 -- -- 6,000,000 5,500,000

5,500,000 Performance Rights may only be exercised if the fully paid shares of the Company trade at

or above $0.20 on ASX for five consecutive trading days on a volume weighted average price basis

before 31 August 2012 ($0.20 Performance Hurdle). The fair value at grant date using a Monte Carlo

model was $0.102

Performance Rights

Grant date share price 0.104

Exercise price --

Expected volatility 132%

Option life 5 year

Risk-free interest rate 6.11%

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REMUNERATION REPORT (AUDITED) (Continued)

Compensation options: Granted and vested during the year

Terms and Conditions for each Grant Vested

30 June 2012

Granted No. Grant Date Fair value

per option

at grant date

($)

Exercise

price per

option

($)

Expiry

Date

First

exercise

date

Last

exercise

date

No. %

M Goldhirsch - - - - - - - - -

D Herszberg - - - - - - - - -

S Shnider - - - - - - - - -

D Goldhirsch - - - - - - - - -

S Chalabian - - - - - - - - -

J Robinson - - - - - - - - -

M Silman - - - - - - - - -

(*) On 13 July 2011, Mr S Chalabian resigned as a director of the Company. On 21 December 2011, Mr J Robinson was appointed as a director of the

Company. On 10 May 2012, Mr D Goldhirsch, Mr J Robinson & Mr S Shnider resigned as directors of the Company. On 10 May 2012, Mr D Herszberg & Mr M Silman were appointed directors of the Company.

Terms and Conditions for each Grant Vested

30 June 2011

Granted No. Grant Date Fair value

per option at grant

date

($)

Exercise

price per option

($)

Expiry

Date

First

exercise date

Last

exercise date

No. %

M Goldhirsch - - - - - - - - -

C Turner (**) - - - - - - - - -

S Shnider - - - - - - - - -

D Goldhirsch - - - - - - - - -

S Chalabian - - - - - - - - -

(**) On 11 March 2011, Mr C Turner resigned as a director of the Company. On 13 July 2011, Mr S Chalabian resigned as a director of the Company.

Options granted as part of remuneration

Value of options

granted during

the year

$

Value of options

exercised during

the year

$

Value of options

lapsed during the

year

$

Remuneration

consisting of

options for the

year

%

M Goldhirsch - - - -

D Herszberg - - - -

S Shnider - - - -

D Goldhirsch - - - -

S Chalabian - - - -

J Robinson - - - -

M Silman - - - -

As at 30 June 2012, no shares were issued on exercise of compensation options.

This marks the end of the Audited Remuneration Report.

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OPTIONS AND RIGHTS HOLDINGS

At the date of this report, the unissued ordinary shares of Bisan Limited under option are as follows:

Grant Date Date of Expiry Exercise Price Number under option

Issued in prior years:

31-08-07 31-08-11 NIL 14,500,000 (a)

31-08-07 31-08-11 $0.08 18,000,000 (a)

30-11-09 31-08-11 $0.08 5,300,000 (a)

29-11-10 31-08-11 $0.08 6,285,720 (a)

Balance as at 1 July 2011 44,085,720

(a) The 44,085,750 options exercisable at $0.08 on or before 31 August 2011 have all expired

unexercised.

Issued in current year:

29-11-11 31-12-15 $0.08 22,523,290

Balance as at 30 June 2012 22,523,290

During the year ended 30 June 2012, no options\rights were exercised.

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Directors' Report (Continued) Bisan Limited & Controlled Entities CORPORATE GOVERNANCE

In recognising the need for the highest standards of corporate behaviour and accountability, the directors of Bisan Limited support and have adhered to the principles of corporate governance. The consolidated entity's corporate governance statement is contained on pages 39 to 44 of this financial statement.

PROCEEDINGS ON BEHALF OF COMPANY

No person has applied for leave of court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings.

The company was not a party to any such proceedings during the year.

NON AUDIT SERVICES Auditors’ remuneration is disclosed in note 9 to the financial statements. No other services were provided. AUDITORS’ INDEPENDENCE DECLARATION A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 10. DATED at Melbourne this 29th day of August 2012 and signed in accordance with a resolution of the Directors.

Michael Goldhirsch, Director

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The Rialto, Level 30

525 Collins St

Melbourne Victoria 3000

GPO Box 4736


T +61 3 8320 2222

F +61 3 8320 2200

E [email protected]

W www.grantthornton.com.au

Grant Thornton Audit Pty Ltd ABN 91 130 913 594 ACN 130 913 594

a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton

Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.

Liability limited by a scheme approved under Professional Standards Legislation

10

Auditor’s Independence Declaration

To the Directors of Bisan Limited

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead

auditor for the audit of Bisan Limited for the year ended 30 June 2012, I declare that, to the

best of my knowledge and belief, there have been:

a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

b no contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Bisan Limited and the entities it controlled during the

period.

GRANT THORNTON AUDIT PTY LTD

Duane Rogers Partner - Audit & Assurance

Melbourne, 29th day of August 2012

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Directors’ Declaration Bisan Limited & Controlled Entities The directors of the company declare that: 1. The financial statements, comprising the statement of comprehensive income, statement of financial position,

statement of cash flows, statement of changes in equity and accompanying notes, are in accordance with the Corporations Act 2001 and:

(a) comply with Accounting Standards and the Corporations Regulations 2001; and

(b) give a true and fair view of the consolidated entity’s financial position as at 30 June 2012 and of its

performance for the year ended on that date. 2. The company has included in the notes to the financial statements an explicit and unreserved statement of

compliance with International Financial Reporting Standards. 3. In the directors’ opinion, there are reasonable grounds to believe that the company will be able to pay its debts as

and when they become due and payable. 4. The remuneration disclosures set out on page 5 of the directors’ report (as part of audited Remuneration Report),

for the year ended 30 June 2012, comply with section 300A of the Corporations Act 2001. 5. The directors have been given the declarations by the Managing Director and Finance Manager required by

section 295A. This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by:

Michael Goldhirsch, Director Melbourne Dated the 29th day of August, 2012.

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The Rialto, Level 30

525 Collins St


GPO Box 4736


T +61 3 8320 2222

F +61 3 8320 2200

E [email protected]

W www.grantthornton.com.au

Grant Thornton Audit Pty Ltd ABN 91 130 913 594 ACN 130 913 594

a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton

Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.

Liability limited by a scheme approved under Professional Standards Legislation

12

Independent Auditor’s Report to the Members of Bisan Limited

Report on the financial report

We have audited the accompanying financial report of Bisan Limited (the “Company”),

which comprises the consolidated statement of financial position as at 30 June 2012, the

consolidated statement of comprehensive income, consolidated statement of changes in

equity and consolidated statement of cash flows for the year then ended, notes comprising a

summary of significant accounting policies and other explanatory information and the

directors’ declaration of the consolidated entity comprising the Company and the entities it

controlled at the year’s end or from time to time during the financial year.

Directors responsibility for the financial report

The Directors of the Company are responsible for the preparation of the financial report

that gives a true and fair view of the financial report in accordance with Australian

Accounting Standards and the Corporations Act 2001. This responsibility includes such

internal controls as the Directors determine are necessary to enable the preparation of the

financial report to be free from material misstatement, whether due to fraud or error. The

Directors also state, in the notes to the financial report, in accordance with Accounting

Standard AASB 101 Presentation of Financial Statements, that compliance with the

Australian equivalents to International Financial Reporting Standards ensures that the

financial report, comprising the financial statements and notes, complies with International

Financial Reporting Standards.

Auditor’s responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We

conducted our audit in accordance with Australian Auditing Standards which require us to

comply with relevant ethical requirements relating to audit engagements and plan and

perform the audit to obtain reasonable assurance whether the financial report is free from

material misstatement.

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An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error.

In making those risk assessments, the auditor considers internal control relevant to the

Company’s preparation and fair presentation of the financial report in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control. An audit also includes

evaluating the appropriateness of accounting policies used and the reasonableness of

accounting estimates made by the Directors, as well as evaluating the overall presentation of

the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide

a basis for our audit opinion.

Independence

In conducting our audit, we have complied with the independence requirements of the

Corporations Act 2001.

Auditor’s opinion

In our opinion:

a the financial report of Bisan Limited is in accordance with the Corporations Act 2001, including: i giving a true and fair view of the consolidated entity’s financial position as at 30

June 2012 and of its performance for the year ended on that date; and ii complying with Australian Accounting Standards and the Corporations

Regulations 2001; and b the financial report also complies with International Financial Reporting Standards

as disclosed in the notes to the financial statements.

Report on the remuneration report

We have audited the remuneration report included in pages 5 to 7 of the directors’ report

for the year ended 30 June 2012. The Directors of the Company are responsible for the

preparation and presentation of the remuneration report in accordance with section 300A of

the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration

report, based on our audit conducted in accordance with Australian Auditing Standards.

GRANT THORNTON AUDIT PTY LTD

Duane Rogers Partner - Audit & Assurance

Melbourne, 29th day of August 2012

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Bisan Limited & Controlled Entities – Statement of Financial Position

As at 30 June 2012

CONSOLIDATED ENTITY

NOTE 2012 2011

$ $

Restated

(Note19)

CURRENT ASSETS

Cash and cash equivalents 16(a) 913,901 51,736

Receivables 4 18,998 -

TOTAL CURRENT ASSETS 932,899 51,736

NON CURRENT ASSETS

Receivables 4 - 18,998

Other financial assets 5 258,670 393,205

TOTAL NON CURRENT ASSETS 258,670 412,203

TOTAL ASSETS 1,191,569 463,939

CURRENT LIABILITIES

Trade and other payables 6 14,491 18,333

TOTAL CURRENT LIABILITIES 14,491 18,333

TOTAL LIABILITIES 14,491 18,333

NET ASSETS 1,177,078 445,606

EQUITY

Contributed equity 7 11,993,951 10,959,651

Option reserve 1,446,000 1,446,000

Revaluation reserve 205,705 388,594

13,645,656 12,794,245

Accumulated losses (12,468,578) (12,348,639)

TOTAL EQUITY 1,177,078 445,606

The accompanying notes form part of these financial statements.

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Bisan Limited & Controlled Entities – Statement of Comprehensive Income

For the Year ended 30 June 2012

CONSOLIDATED ENTITY

NOTE 2012 2011

$ $

Restated

(Note 19)

Revenue from continuing operations 2 25,385 79,935

Auditors remuneration 2 (37,517) (36,146)

Employee benefits expense (33,360) (34,165)

Occupancy expense (24,324) (18,745)

Share registry expense (29,076) (34,344)

Diminution in value of shares (942) -

Legal fees expense (12,324) (775)

Directors fee expense 10 - (23,240)

Travel expense - (4,677)

Registration fees expense (3,029) (2,880)

Advertising expense - (22,727)

Impairment of joint venture receivable - (87,242)

Foreign exchange (gain\loss) - (516)

Other expenses (4,752) (4,128)

Loss before income tax expense

3(b) (119,939) (189,650)

Income tax expense (benefit)

3 - -

Loss after income tax expense (119,939) (189,650)

Other comprehensive income

Revaluation for available-for-sale

financial assets

(182,889) (250,704)

Total comprehensive income (302,828) (440,354)

Earnings per share for loss from

continuing operations attributable to

owners

Cents

Basic earnings (loss) per share

14 (0.17) (0.21)

Diluted earnings (loss) per share

14 (0.17) (0.21)


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Bisan Limited & Controlled Entities – Statements of Changes in Equity


Consolidated Entity

Contributed

Equity

$

Available for

sale investments

revaluation

reserve

$

Option

Reserve

$

Accumulated

Losses

$

Total

Equity

$

At 1 July 2011

10,959,651

388,594

1,446,000

(12,348,639)

445,606

Loss for the period - - - (119,939) (119,939)

Available for sale asset

Revaluation

-

(182,889)

-

-

(182,889)

Total comprehensive

income for the period

-

(182,889)

-

(119,939)

(302,828)

Transactions with equity

holders in their capacity

as equity holders

Issue of new shares 1,088,356 - - - 1,088,356

Share issue costs (54,056) - - - (54,056)

At 30 June 2012 11,993,951 205,705 1,446,000 (12,468,578) 1,177,078

At 1 July 2010

10,959,651

639,298

1,446,000

(12,158,989)

885,960

Profit for the period - - - 65,350 65,350

Prior year adjustments - - - (255,000) (255,000)

Adjusted loss for the period - - - (189,650) (189,650)

Available for sale asset

Revaluation

-

(250,704)

-

-

(250,704)

Total comprehensive

income/(loss) for the period

-

(250,704)

-

(189,650)

(440,354)

At 30 June 2011 (restated)

(Note 19)

10,959,651 388,594 1,446,000 (12,348,639) 445,606


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Bisan Limited & Controlled Entities – Consolidated Statement of Cash Flows


CONSOLIDATED ENTITY

NOTE 2012 2011

$ $

Cash flows from operating activities:

Payments to suppliers and employees (148,224) (196,858)

Dividends and trust distribution received - 75,000

Interest received 25,385 3,660

Net cash outflows from operating

activities

16(b)

(122,839)

(118,198)

Cash flows from investing activities:

Proceeds from sale of investments - 45,947

Advances to joint venture entities - (87,242)

Purchase of listed investments (49,296) -

Net cash outflow from investing activities (49,296) (41,295)

Cash flows from financing activities:

Proceeds from issue of shares (net of

share issue costs)

1,034,300

-

Net cash inflows from financing activities 1,034,300 -

Net increase/(decrease) in cash held 862,165 (159,493)

Cash and cash equivalent at beginning of

the financial year

51,736 211,229

Cash and cash equivalent at end of the

financial year

16(a)

913,901

51,736


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Bisan Limited & Controlled Entities

Notes to the Financial Statements as at 30 June 2012 1. Summary of Significant Accounting Policies

The financial statements cover, the consolidated entity of Bisan Limited and controlled entities. Bisan Limited is a

listed public company incorporated and domiciled in Australia. The financial statements have been prepared on an

accruals basis and are based on historical convention, as modified by the revaluation of available-for-sale financial

assets and financial assets at fair value through profit and loss. Cost is based on the fair values of the consideration

given in exchange for assets.

The functional and presentation currency of the financial statements is the Australian Dollar.

The following is a summary of the material accounting policies adopted by the consolidated entity in the preparation

of the financial statements. The accounting policies have been consistently applied, unless otherwise stated.

( a ) Statement of Compliance

The financial statements are general purpose financial statements which have been prepared in accordance with

Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board

and the Corporations Act 2001.

The financial statements also comply with International Financial Reporting Standards (IFRS) as issued by the

International Accounting Standards Board.

( b ) Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Bisan Limited

(‘company’ or 'parent entity’) as at 30 June 2012 and the results of all subsidiaries for the year then ended.

Subsidiaries are all those entities (including special purpose entities) over which the Group has the power to govern

the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of

comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-

consolidated from the date that control ceases. The purchase method of accounting is used to account for the

acquisition of subsidiaries by the Group.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated.

Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset

transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the

policies adopted by the Group.

Investments in subsidiaries are accounted for at cost less any impairment losses in the parent entity financial

statements of Bisan Limited.

The financial information for the parent entity, Bisan Limited, included in note 20, has been prepared on the same

basis as the consolidated financial statements.

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Notes to the Financial Statements as at 30 June 2012 1. Summary of Significant Accounting Policies (continued)

( c ) Income tax

The income tax expense for the year is the tax payable on the current period’s taxable income based on the national

income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary

differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to

unused tax losses.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not

a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;

or

in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint

ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the

temporary differences will not reverse in the foreseeable future.

Deferred tax assets are only recognised for all deductible temporary differences, carry-forward of unused tax losses and

credits, to the extent that it is probable that taxable profit will be available against which the deductible temporary

differences, and the carry-forward of unused tax assets and unused tax losses can be utilised, except:

where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of

an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither

the accounting profit nor taxable profit or loss; or

in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in

joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the

temporary differences will reverse in the foreseeable future.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no

longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be

utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset

is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the

reporting date.

Current and deferred tax balances relating to items recognised directly in equity are also recognised in equity and not in the

profit or loss.

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Notes to the Financial Statements as at 30 June 2012

1. Summary of Significant Accounting Policies (continued)

( d ) Investments

All investments are initially recognised at cost, being the fair value of the consideration given including all directly

attributable transaction costs.

After initial recognition, investments, which are classified as held for trading and available-for-sale, are measured at fair

value. Gains or losses on investments held for trading are recognised in the profit or loss.

Gains or losses on available-for-sale investments are recognised as a separate component of equity until the investment is

sold, or otherwise disposed of, or until the investment is determined to be impaired, at which time the cumulative gain or

loss previously reported in equity is included in the profit or loss.

Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as held-to-maturity

when the Group has the positive intention and ability to hold to maturity. Investments intended to be held for an undefined

period are not included in this classification.

For investments that are actively traded in active markets, fair value is determined by reference to Stock Exchange quoted

market bid prices at the close of business on the reporting date.

For investments where there is no quoted market price, fair value is determined by reference to the current market value

of another instrument which is substantially the same or is calculated based on the expected cash flows of the underlying

net asset base of the investment. Assumptions used are based on observable market prices and rates at reporting date.

Purchases and sales of financial assets that require delivery of assets within the time frame generally established by

regulation or convention in the market place are recognised on the trade date i.e. the date that the Group commits to

purchase the asset.

Joint Venture Entities

Interests in joint venture entities are accounted for in the consolidated financial statements using the equity method.

Under the equity method of accounting, the group's share of post-acquisition profits or losses of joint venture entities

are recognised in consolidated profit or loss and the group's share of the movements in reserves of joint venture

entities are recognised in consolidated other comprehensive income. The cumulative post-acquisition movements are

adjusted against the carrying amount of the investment. Details of joint venture entities are set out in Note 5.

( e ) Employee benefits

Wages & Salaries, Annual Leave & Sick Leave

Liabilities for wages and salaries, including non monetary benefits, annual leave and accumulating sick leave expected

to be settled within 12 months of the reporting date are recognised in other payables in respect of employees' services

up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.

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( e ) Employee benefits (continued)

Long Service Leave

The liability for long service leave is recognised in the provision for employee benefits and measured as the present

value of expected future payments to be made in respect of services provided by employees up to the reporting date

using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience

of employee departures and periods of service. Expected future payments are discounted using market yields at the

reporting date on national government bonds with terms to maturity and currency that match, as closely as possible,

the estimated future cash outflows.

Contributions made by the consolidated entity to employee superannuation funds are charged as expenses when

incurred.

( f ) Controlled entities

Investments in controlled entities are measured at cost less any impairment losses in the parent entity financial

information in note 20.

( g ) Earnings (loss) per share

Basic earnings (loss) per share

Basic earnings (loss) per share is determined by dividing the profit or loss for the year after related income tax

attributable to members of Bisan Limited, excluding any costs of servicing equity other than ordinary shares, by the

weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in

ordinary shares issued during the year.

Diluted earnings (loss) per share

Diluted earnings (loss) per share adjusts the figures used in the determination of basic earnings (loss) per share to take

into account after income tax effect of interest and other financing costs associated with dilutive potential ordinary

shares and the weighted average number of shares assumed to have been issued for no consideration in relation to

dilutive potential ordinary shares.

( h ) Going concern

The consolidated entity's financial statements have been prepared on a going concern basis, which contemplates

continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course

of business.

The directors believe the going concern basis is appropriate as the consolidated entity has a surplus in net tangible

assets and working capital.

The directors have reduced all asset values to that which they consider realisable in the ordinary course of business.

The directors remain confident of profitable operations in the future.

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( i ) Revenue

Revenue is recognised at the fair value of consideration received or receivable.

Revenue from the sale of investments and disposal of other assets is recognised when the consolidated entity has

passed risk and rewards of the investments or other assets to the purchaser, and can be reliably measured.

Interest revenue is recognised on a time proportion basis using the effective interest method.

Dividends and trust distributions are recognised when the right to receive the dividend and/or trust distribution has

been established.

All revenue is stated net of the amount of goods and services tax (GST).

( j ) Trade and other payables

Trade and other payables are recognised when the consolidated entity becomes obliged to make future payments

resulting from the purchase of goods and services. They are measured initially at fair value and subsequently at

amortised cost. The amounts are unsecured and are usually paid within 30 days of recognition.

( k ) Trade and other receivables

Trade and other receivables are recognised initially at fair value, and subsequently at amortised cost, less any

impairment. Trade receivables are generally due to settlement within 30 days.

Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are

written off by reducing the carrying amount directly. All allowance account (provision for impairment of trade

receivables) is used when there is objective evidence that the Group will not be able to collect all amounts due

according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the

debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered

indicators that the trade receivable is impaired. The amount of the impairment allowance is the difference between the

asset’s carrying amount and the present value of the estimated future cash flows, discounted at the original effective

interest rate. Cash flows relating to short-term receivables are not discount if the effect of discounting is not material.

( l ) Leases

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged

as expenses in the periods in which they are incurred on a straight line basis.

( m ) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is

not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of

acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial

position are shown inclusive of GST.

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( n ) Impairment of Assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment or more

frequently if events of circumstances indicate that they might be impaired. Assets that are subject to amortisation are

reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be

recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its

recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.

For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately

identifiable cash flows (cash generating units). Non financial assets, other than goodwill, that suffered an impairment

are reviewed for possible reversal of the impairment at each reporting date.

( o ) Cash and Cash Equivalents

For Statement of Cash Flow presentation purposes, cash and cash equivalents includes cash on hand, deposits held at

call with financial institutions, other short-term, highly liquid investments with original maturities of three months or

less that are readily convertible to known amounts of cash.

( p ) Contributed Equity

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of

tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition

of a business are not included in the cost of the acquisition as part of the purchase consideration.

If the entity reacquires its own equity instruments, eg as the result of a share buy-back, those instruments are deducted

from equity and the associated shares are cancelled. No gain or loss is recognised in the profit or loss and the

consideration paid including any directly attributable incremental costs (net of income taxes) is recognised directly in

equity.

( q ) Share-based Payments

Share based compensation benefits are provided to employees via the employee share scheme.

The fair value of options granted under the employee share scheme is recognised as an employee benefit expense with

a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during

which the employees become unconditionally entitled to the options.

The fair value at grant date is independently determined using a Black Scholes option pricing model that takes into

account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected

price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the

option.

The fair value of the options granted is adjusted to reflect market vesting conditions, but excludes the impact of any

non market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are

included in assumptions about the number of options that are expected to become exercisable. At each reporting date,

the entity revises its estimate of the number of options that are expected to become exercisable. The employee benefit

expense recognised each period takes into account the most recent estimate. The impact of the revision to original

estimates, if any, is recognised in the profit or loss with a corresponding adjustment to equity.

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( r ) Significant and Critical Judgements and Estimates

The group makes estimates and assumptions concerning the future. The resulting estimates may not always equal the

related results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying

amounts of assets and liabilities are:

i) Going Concern

The financial statements have been prepared on a going concern basis as explained in Note 1(h). If this basis is

not appropriate the carrying amount of assets and liabilities may be significantly different.

( s ) Standards and Interpretations in issue not yet adopted

At the date of authorisation of the financial statements, the Standards and Interpretations listed below were in issue but

not yet effective.

AASB 9: Financial instruments - amends the requirements for classification and measurement of financial assets and

derecognition requirements for financial assets and liabilities. The standard is applicable for annual reporting periods

commencing on or after 1 January 2013. As adoption is only mandatory for the 30 June 2014 year end, the entity has

not yet made an assessment of the impact of these amendments.

( t ) Segment Information

No information is disclosed for operating segments as no management accounts are regularly provided to the Board of

Directors, other than those of the consolidated entity. As such no operating segments exist.

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CONSOLIDATED ENTITY

NOTE 2012 2011

$ $

2. Revenue and Expenses

Loss before income tax includes the

following revenues and expenses whose

disclosure is relevant in explaining the

performance of the entity:

a ) Expenses

Auditor’s remuneration 9

37,517

36,146

Bank charges 313 328

Impairment loss:

- shares in listed bodies corporate

942

-

Rental expense on operating leases 18,093 11,749

Defined contribution superannuation

expense

2,592

2,808

b ) Revenue

Revenue from continuing operations

Interest received from other persons and /

or bodies corporate

25,385

3,660

Fair value gains on held-for-trading

investments

-

1,275

Dividends and trust distributions received - 75,000

25,385 79,935

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CONSOLIDATED ENTITY

NOTE 2012 2011

$ $

3. Income Tax

(a) The components of tax benefit comprise:

Current Tax - -

Deferred Tax - -

Total - -

(b) The prima facie tax payable (benefit) on the loss before income tax is reconciled to

the income tax expense (benefit) as follows:

Profit/Loss before income tax 119,939 189,650

Prima facie tax payable (benefit) at 30%

(2011 at 30%)

35,982

56,895

Share of equity accounted associated body

corporate loss

-

-

35,982 56,895

Temporary differences not brought to

account

-

-

Income tax losses not brought to account (35,982) (56,895)

(c) Unrecognised deferred tax assets:

Deferred tax assets have not been

recognised in the statement of financial

position for the following items:

- Unused tax losses 1,882,874 1,846,892

- Deductible temporary differences - -

1,882,874

1,846,892

Potential deferred tax asset not bought

to account at 30 June 2012 calculated

at the corporate tax rate of 30% (2011:

30%)

564,862

554,068

These benefits will only be obtained if:

(i) The consolidated entity derives future assessable income of a nature and of an amount sufficient to enable the

benefit from the deductions for the loss to be realised.

(ii) The consolidated entity continues to comply with the conditions for deductibility imposed by the law; and

(iii) No changes in tax legislation adversely affect the consolidated entity in realising the benefit from the deduction

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CONSOLIDATED ENTITY

NOTE 2012 2011

$ $

(d) Balance of franking account at year

end adjusted for franking credits

arising from payment of provision

for income tax and dividends

recognised as receivables, franking

debits arising from payment of

proposed dividends and franking

credits that may be prevented from

distribution in subsequent financial

years

180,302 180,302

(d) No decision has yet been made in relation to the Consolidations Tax Regime and its applicability to the

consolidated entity. As there are no deferred tax balances brought to account in the financial statements it is unlikely

this regime will have a material impact on the consolidated entity.

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Notes to Financial Statements as at 30 June 2012

CONSOLIDATED ENTITY

NOTE 2012 2011

$ $

4. Trade and other receivables

Current

Other receivables 18,998 -

18,998 -

Non- Current

Other receivables - 18,998

- 18,998

5. Other Financial Assets (Non Current)

Available-for-sale financial assets and held for trading investments comprise:

(a) Investments quoted on a prescribed stock exchange:

Shares in other bodies corporate at fair value * 258,520 393,055

(b) Unquoted shares at fair value - -

(c) Units in unit trusts 150 150

* Continued dilution of the investment in World Oil Resources Ltd (formerly Eromanga Hydrocarbons Ltd) in the 30

June 2008 financial year resulted in Bisan no longer holding significant influence, and therefore this investment has

been accounted for as an available-for-sale financial asset. This investment was previously accounted for as an equity

accounted investment with a carrying value of $nil.

(f) Aggregate quoted market value of

investments listed on a prescribed stock exchange

at reporting date amount to:

258,520

393,055

(g) Business Undertakings:

The consolidated entity has a 50% investment in the issued units of Dynamic Earth Unit Trust. This investment is in a

joint venture accounted for using the equity method. The Trust is currently dormant and therefore there was no

distribution of income or any change in the carrying value of the investment during the year ended 30 June 2012.

The trust owed Bisan Limited $90,029 (2011: $90,029). A provision for impairment has been raised in relation to the

receivable in the amount of $90,029 (2011: $90,029).

There are no liabilities associated with the investment that Bisan are jointly and severally liable for.For

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CONSOLIDATED ENTITY

NOTE 2012 2011

$ $

5. Other Financial Assets (Non Current) (continued)

(h) Jointly controlled entity:

On 1st July 2008, the Company announced that it had executed a shareholders’ agreement with Dr Len Breytenbach et

al. that governs a jointly controlled company, Size Technologies Australia Pty Ltd (“STA”). On 24th August 2009, the

Company announced that it was increasing its shareholding (by 3% to 53%) and providing additional funding to its

joint venture Size Technologies (Australia) P/L ("STA") in order that commercial operations of its pelletizing and

briquetting technologies for coal and iron ore may commence. Under the shareholders’ agreement, all parties to the

joint venture are required to agree unanimously on all major decisions, thus the investment is still accounted for as a

jointly controlled entity.

This jointly controlled entity is accounted for using the equity method (refer to Note 1 (d)). As Bisan Limited was not

required to pay for their 53% shareholding in this jointly controlled entity, the initial investment was nil. However

pursuant to the terms of the shareholders’ agreement the Company had advanced $87,242 to STA as at 30 June 2011.

This amount was initially recorded as a receivable in the consolidated statement of financial position, but was reduced

first by Bisan’s share of the loss of the jointly controlled entity in accordance with the equity method of accounting,

then the remaining balance was fully impaired due to the uncertainty of the revenue generating ability of STA until

commencement of production.

Due to the fact that STA has only incurred losses to date, any contribution by Bisan Ltd has been written off in full.

The Board has resolved on 7th April 2011 to not advance any more funds to STA given that STA has continued

making losses.

During the year ended June 2012 Bisan was not able to obtain financial information for STA. Therefore Bisan is

unable to recognise its share of partnerships assets, liabilities, revenue, and expenses. The board applied their best

efforts to understand the results for the year and used their judgement that there was no share of profits to be recorded

and that the financial asset was appropriately carried at nil.

Contingent liabilities relating to the joint venture

All partners in the STA joint venture are jointly and severally liable for the debts of the partnership.

The directors believe that there are no such obligations because:

There were no such obligations based on the most recent financial information obtained by the board;

Bisan has provided no further funding, this was required for STA to continue operations; and

As a party to the joint venture Bisan are required to agree unanimously on all major decisions, thus if any

other costs have been incurred, they have been incurred without Bisan’s consent and are considered a breach

of the shareholders agreement.

Capital commitments

There are no capital commitments as at 30 June 2012.

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CONSOLIDATED ENTITY

NOTE 2012 2011

$ $

6. Trade and Other Payables

Unsecured:

Trade and other payables 4,178 7,388

Other creditors and accruals 10,313 10,945

14,491 18,333

7. Contributed Equity

80,000,000 Fully Paid Ordinary Shares

(2011 – 49,979,750)

11,993,951

10,959,651

11,993,951 10,959,651

Movements in ordinary share capital:

2012 2011

No. $ No. $ Fully paid ordinary shares Balance at beginning of period 49,979,750 10,959,651 49,979,750 10,959,651 Issue of shares (a)

30,020,250 1,088,356 - -

Share issue costs - (54,056) - - Balance at end of period 80,000,000 11,993,951 49,979,750 10,959,651

(a)

On 15th August 2011, the Company completed a placement of 7,496,960 shares at $0.025 per share to raise $187,424

before costs.

On 29th November 2011, the Company completed a placement of 22,523,290 shares at $0.04 per share to raise

$900,932 before costs. In addition, for every Placement share subscribed for, the Company issued to the subscribers

one free option exercisable at $0.08 at any time on or before 31 December 2015. No separate value was attributed to

the options

Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the

number of shares held. At shareholders meetings each ordinary share is entitled to one vote when a poll is called,

otherwise each shareholder has one vote on a show of hands.

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CONSOLIDATED ENTITY

NOTE 2012 2011

$ $

8. Unsecured loans to controlled entities

The directors of the parent entity (Bisan Limited) have issued assurances to Bisan International Limited, Bisan

International Pty Ltd, Bisan Investment Corporation Pty Ltd, Australian Commercial Mortgages Pty Ltd, Elken Tower

Pty Ltd and Toplite Connection Pty Ltd, that Bisan Limited will continue to provide financial support to these bodies

corporate and consequently will not call up the debt owing to the parent entity during the next financial year. Further

information is provided for Bisan Limited in Note 20.

9. Auditor’s remuneration

Amounts received or due and receivable by the

auditors of the consolidated entity for:

Auditing or reviewing the financial statements

37,517

36,146

10. Remuneration of directors and key management personnel

The directors of Bisan Limited during the financial year were Mr M Goldhirsch, Mr S Chalabian (*), Mr D

Goldhirsch (*), Mr D Herszberg (*), Mr J Robinson(*), Mr S Shnider (*) and Mr M Silman (*). Details of

remuneration of the persons who represent directors and key management personnel of Bisan during the financial

year are represented in the Directors Report. Other transactions with directors and key management personnel

are detailed in Note 12 – Related Parties. The following table summarises the remuneration of directors and key

management personnel.

Short-term Employee Benefits

- Salary & Fees - 23,240

- Bonus - -

Post Employment Benefits

- Superannuation - -

- Retirement Benefits - -

Share Based Payment - -

- 23,240

(*) On 13 July 2011, Mr S Chalabian resigned as a director of the Company. On 21 December 2011, Mr J Robinson was

appointed as a director of the Company. On 10 May 2012, Mr D Goldhirsch, Mr J Robinson & Mr S Shnider resigned as

directors of the Company. On 10 May 2012, Mr D Herszberg & Mr M Silman were appointed directors of the Company.

11. Contingent liabilities and commitments

No contingent liabilities and commitments other than stated in notes 5 and 15.For

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CONSOLIDATED ENTITY

NOTE 2012 2011

$ $

12. Related party transactions

(a) The directors of the parent entity who held office during the year are referred to in Note 10. Remuneration of

directors is disclosed in Note 10.

(b) Directors' relevant interests in shares of Bisan Limited at the beginning and at the end of the financial year are

shown int he table below.

(c) Aggregate amounts receivable from wholly owned and controlled entities and the provision for non

collectibility on these loans are disclosed at Note 8. These unsecured loans are interest free.

(d) During the 1997 year, the consolidated entity acquired 50 per cent of the issued units of Dynamic Earth Unit

Trust at a cost of $150. No distribution of income was received during the current financial year (2011: $Nil)

and as at 30 June 2012 the Trust owed Bisan Limited $90,029 (2011: $90,029). A provision for non

collectibility of $90,029 (2011: $90,029) has been raised against this amount.

(e) Bisan Limited employs an accountant, Joel Goldhirsch (the son of a director), for an annual salary of $30,600

(2011: $31,200). This is based on an hourly rate on normal commercial terms and conditions.

The numbers of unlisted options over ordinary shares in the company held during the financial year by each Director

of Bisan Limited and other key management personnel of the Group, including their personally related parties, are set

out below.

Number of Options Held by Key Management Personnel at 30 June 2012 and 30 June 2011:

Directors Balance

01/07/2010 Other

Options

Balance

30/06/2011

Total Un-

Exercisable

Balance

01/07/2011 Other

Options

Balance

30/06/2012

Total Un-

Exercisable

M. Goldhirsch 4,500,000 - 4,500,000 4,500,000 4,500,000 - - -

S.Shnider (*) - - - - - - - -

D Herszberg (*) - - - - - - - -

J Robinson (*) - - - - - - - -

D.Goldhirsch (*) - - - - - - - -

M Silman (*) - - - - - - - -

S.Chalabian (*) - - - - - - - -

Total 4,500,000 - 4,500,000 4,500,000 4,500,000 - - -

(*) On 13 July 2011, Mr S Chalabian resigned as a director of the Company. On 21 December 2011, Mr J Robinson was appointed as a director of the Company.

On 10 May 2012, Mr D Goldhirsch, Mr J Robinson & Mr S Shnider resigned as directors of the Company. On 10 May 2012, Mr D Herszberg & Mr M Silman were appointed directors of the Company.

Number of performance rights Held by Key Management Personnel at 30 June 2012 and 30 June 2011:

Directors Balance

01/07/2010

Granted as

Remuneration

Options

Balance

30/06/2011

Total Un-

Exercisable

Balance

01/07/2011

Granted as

Remuneration

Options

Balance

30/06/2012

Total Un-

Exercisable

M. Goldhirsch 5,000,000 - 5,000,000 5,000,000 5,000,000 - 5,000,000 5,000,000

S.Shnider (*) 500,000 - 500,000 500,000 500,000 - - -

D Herszberg (*) - - - - - - - -

J Robinson (*) - - - - - - - -

D.Goldhirsch (*) 500,000 - 500,000 500,000 500,000 - - -

S.Chalabian (*) 2,500,000 - 2,500,000 2,500,000 2,500,000 - - -

M Silman (*) - - - - - - - -

Total 8,500,000 - 8,500,000 8,500,000 8,500,000 - 5,000,000 5,000,000

(*) On 13 July 2011, Mr S Chalabian resigned as a director of the Company. On 21 December 2011, Mr J Robinson was appointed as a director of the Company.

On 10 May 2012, Mr D Goldhirsch, Mr J Robinson & Mr S Shnider resigned as directors of the Company. On 10 May 2012, Mr D Herszberg & Mr M Silman

were appointed directors of the Company.

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CONSOLIDATED ENTITY

NOTE 2012 2011

$ $

12. Related party transactions (continued)

The number of Shares held in the company during the financial year by each Director of Bisan Limited and other key management

personnel of the Group, including their personally related parties, are set out below. There were no shares granted during the

period as compensation.

Balance

1/7/10

Acquired Balance

30/6/11

Balance

01/07/2011 Acquired

Balance

30/06/2012

Directors

M. Goldhirsch 2,420,000 - 2,420,000 2,420,000 - 2,420,000

D. Herszberg (*) - - - - 2,900,000 2,900,000

M. Silman (*) - - - - 9,650,000 9,650,000

Total 2,420,000 - 2,420,000 2,420,000 12,550,000 14,970,000

(*) On 10 May 2012, Mr D Herszberg & Mr M Silman were appointed directors of the Company.

13. Segmental information

No information is disclosed for operating segment as no management accounts are regularly provided to the Board of Directors, other

those of the consolidated entity. As such no operating segments exist.

14. Loss per share

(cents) (cents)

Basic earnings (loss) per share (0.17) (0.21)

Diluted earnings (loss) per share (0.17) (0.21)

No. No.

Weighted average number of ordinary

shares on issue used in the calculation

of basic earnings per share & diluted

earnings per share 7

69,621,802

49,979,750

Options held during the year in amount of 22,253,290 (2011:41,468,105) were not included in the diluted earnings

(loss) per share calculation as it would be anti dilutive.

15. Leasing Commitments

Non-cancellable operating leases contracted for but

not capitalised in the financial statements

comprise:-

Premises:

Payable

- not later than 1 year 19,758 18,998

19,758 18,998

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CONSOLIDATED ENTITY

NOTE 2012 2011

$ $

16. Notes to Statements of Cash Flows

( a ) Reconciliation of cash and cash equivalents

For the purpose of the statements of cash flows, cash includes cash on hand and at bank and short term deposits at call

which are readily convertible to cash and which are used in the cash management function on a day to day basis, net of

outstanding bank overdrafts. Cash at the end of the financial year as shown in the statements of cash flows is

reconciled to the related items in the statement of financial position as follows:

Cash and cash equivalents 913,901 51,736

( b ) Reconciliation of net cash outflows from

operating activities to loss after income tax.

Profit/(Loss) after income tax (119,939) (189,650)

Share of joint venture losses - -

Advances to joint venture entities - 87,242

Other non-cash movements 942 189,312

Change in assets and liabilities

Decrease (increase) in other debtors - 27,328

Increase (decrease) in trade creditors (3,842) 3,610

Increase (decrease) in other creditors - 356

Net cash outflows from operating activities (122,839) (118,198)

( c ) Financing arrangements – There are no bank overdraft or loan facilities at reporting date.

17. Financial Instruments

( a ) Significant Accounting Policies

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of

measurement and the basis on which revenues and expenses are recognised, in respect of each class of financial asset,

financial liability and equity instrument are disclosed in Note 1 to the financial statements.

Bisan's activities expose it to financial risks such as credit risk, cash flow interest rate risk, liquidity risk and market

risk. The directors are responsible for Bisan's risk management strategy and management is responsible for

implementing the directors strategy. A risk management program focuses on the unpredictability of finance markets

and seeks to minimise potential adverse effects on financial performance. Bisan uses different methods to measure

different types of risk to which it is exposed. These methods include sensitivity analysis in the case on interest rate and

market risk. Bisan does not use derivatives.

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CONSOLIDATED ENTITY

NOTE 2012 2011

$ $

17. Financial Instruments (Continued)

( b ) Interest Rate Risk Exposure

The consolidated entity is exposed to interest rate risk primarily through cash. The following table summarises the

interest rate risk for the consolidated entity, together with the effective weighted average interest rate for each class of

financial assets and liabilities.

Fixed Interest Maturing in

Average

Interest

Rate

%

Variable

Interest

Rate

$

1 year or

Less

$

Over 1 to 5

years

$

Non-

Interest

Bearing

$

Total

$

Financial Assets

Cash 5.3% 913,901 -- -- -- 913,901

Receivables -- -- -- -- 18,998 18,998

Investments

Listed securities

Non-listed securities

--

--

--

--

--

--

--

--

258,520

150

258,520

150

Total Financial Assets

913,901

--

--

277,668

1,191,569

Financial Liabilities

Trade and Sundry Creditors -- -- -- 14,491 14,491

Total Financial Liabilities

2011

Financial Assets

Financial Liabilities

-- -- -- 14,491 14,491

51,736

--

--

--

--

--

412,203

18,333

463,939

18,333

Interest Rate Sensitivity Analysis At 30 June 2012, the effect on profit and equity as a result of changes in the interest rate, with all other variables

remaining constant would be as follows:

Change in Profit

- Increase in interest rate by 2% 18,278 1,035

- Decrease in interest rate by 2% (18,278) (1,035)

Change in Equity

- Increase in interest rate by 2% 18,278 1,035

- Decrease in interest rate by 2% (18,278) (1,035)

( c ) Net fair values of financial assets and liabilities

The carrying amount of financial assets and financial liabilities recorded in the financial statements materially

represents their respective net fair values, determined in accordance with the accounting policies disclosed in Note 1

to the financial statements.

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CONSOLIDATED ENTITY

NOTE 2012 2011

$ $

17. Financial Instruments (Continued)

The fair value of financial instruments held by Bisan traded in active markets (such as trading and available-for-sale

securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for

financial assets held by the group is the current bid price. These instruments are level 1 in accordance with the fair

value measurement hierarchy of AASB 7 Financial Instruments: Disclosures.

( d ) Credit Risk exposure

The carrying amount of financial assets recorded in the financial statements, net of any provisions for losses,

represents the consolidated entity’s maximum exposure to credit risk, without taking account of the value of any

collateral or other security obtained. The entity has no significant contributions of risk.

( e ) Liquidity Risk

The Directors monitor the funding requirements of the Group, but the liquidity risk management is only carried out

when the Group requires funds. At present, funds are raised primarily through share issue and the Group does not have

any credit facilities as disclosed in Note 16(c).

( f ) Market Risk

The Group is exposed to equity securities price risk. This arises for investments held by the Group and classified as

either available for sale or as held at fair value through profit and loss.

Market Risk Sensitivity Analysis At 30 June 2012, the effect on equity as a result of changes in the market value of listed investments, with all other

variables remaining constant would be as follows:

Change in Equity

- Increase in market value by 10% 25,852 39,305

- Decrease in market value by 10% (25,852) (39,305)

18. Share based payments

Employee Option Plan

The company has established the Bisan Limited Employee Share Option Plan (Plan). Participation in the plan is at the

Boards discretion and no individual has a contractual right to participate in the plan. The conditions for these options

are:

a. A performance hurdle of a minimum share price of $0.20 to be achieved by 31 August 2012; and

b. The options expire 6 months after the performance hurdle is achieved or 31 August 2012, which ever is

earlier;

Set out below are the summaries of performance rights granted under the plan:

Grant

Date

Expiry

Date

Exercise

Price

Balance

1/7/10

Expired

Balance

30/6/11

Balance

01/07/2011 Expired

Balance

30/06/2012

Vested &

Exercisable

31/8/07 31/8/12 Nil 14,000,000 (2,500,000) 11,500,000 11,500,000 (6,000,000) 5,500,000 -

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CONSOLIDATED ENTITY

NOTE 2012 2011

$ $

18. Share based payments (continued)

Fair value of options granted

The assessed fair value at grant date of options granted on 31 August 2007 was $0.102 per option. The fair value at

grant date was independently determined using a Black-Scholes option pricing model that takes into account the

exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility

of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

The model inputs for options granted in the 2008 financial year included:

Grant date share price 0.104

Exercise price -

Expected volatility 132%

Option life 5 year

Risk-free interest rate 6.11%

Options issued for services rendered

There were no option or performance rights issued for services rendered during the year ended 30 June 2012.

Expenses arising from share - based payment transactions

There were no share-based payment transactions recognised during the year ended 30 June 2012.

19. Correction of Error

During the 2011 financial year, the Company undertook a detailed review of its Performance Rights Plan. As a

consequence, it is necessary to correct a prior period reversal off a share based payment expense which was incorrectly

treated as forfeiture to comply with AASB2: Share-based Payments. The impact of this correction on the 30 June 2011

statement of financial position is:

Increase accumulated losses $255,000

Increase option reserve $255,000

The impact on the 30 June 2011, statement of comprehensive income is:

Increase employee benefit costs $255,000

Decrease net profit $255,000

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2012 2011

$ $

20. Parent Entity Information

The following details information related to the parent entity, Bisan Limited, at 30 June 2012. The information

presented here has been prepared using the consistent accounting policies as set out in Note 1.

CURRENT ASSETS 932,885 70,720

NON CURRENT ASSETS 258,702 393,236

TOTAL ASSETS 1,191,587 463,956

CURRENT LIABILITIES 14,491 18,332

TOTAL LIABILITIES 14,491 18,332

NET ASSETS 1,177,096 445,624

Issued Capital 13,439,951 12,405,651

Accumulated losses (12,262,855) (11,960,026)

TOTAL EQUITY 1,177,096 445,624

Loss for the year (302,828) (440,354)

Other comprehensive income for the year - -

Total comprehensive loss for the year (302,828) (440,354)

21. Events After the Reporting Date

Since the reporting date, there have been no significant events in relation to the Group.

22. Company Details

The registered office and principal place of business of

the company is:

Bisan Limited

Level 12

390 St Kilda Road

Melbourne VIC 3004

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Corporate Governance Statement Bisan Limited


The Board of Directors of Bisan Limited (the Company) is committed to the principle of good practice in

corporate governance. The Board believes that genuine commitment to good corporate governance is essential

to the performance and sustainability of the Company’s business and as such depends upon the corporate

culture – values and behaviors – that underlies its day-to-day activities.

The Board continually reviews its corporate governance practices and regularly monitors developments in good

practice governance both in Australia and overseas. Where international and Australian guidelines are not

consistent, the good practice guidelines of the ASX Corporate Governance Council have been adopted as the

minimum base for corporate governance practices.

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

Board of Directors

The Board has adopted a formal Board Charter which allocates responsibilities between the Board and

management of the Company which is available from the corporate governance section of the Company's

website at www.bisan.com.au. The Board Charter details the composition, responsibilities and code of conduct

under which the Board operates and the Board’s policy for the selection and appointment of new directors and

re-election of incumbent directors. The Board Charter also details those functions delegated to senior executives

of the Company and the Board’s process for evaluating the performance of its senior executives. The Board has

resolved unanimously that the Company will at all times aspire to “good practice” in corporate governance.

Unless otherwise indicated in this statement the practices specified in the Board Charter have been followed

throughout the reporting period and will remain in force until amended by resolution of the Board.

Role of the Board

The Board acknowledges its accountability to shareholders for creating shareholder value within a framework

that protects the rights and interests of shareholders and ensures the Company is properly managed. The Board

aims to achieve these objectives through the adoption and monitoring of strategies, plans, policies and

performance as follows:

- Providing input into, and approval of, the Company’s strategic direction;

- Approval and monitoring of budgets and business plans;

- Ensuring that appropriate resources are available, including capital management and major capital

expenditure;

- Approving the Company’s systems of risk management, monitoring their effectiveness and maintaining

a dialogue with the Company’s auditors;

- Considering, approving and monitoring internal and external financial and other reporting, including

reporting to shareholders, the ASX and other stakeholders;

- Selection and evaluation of Directors, the Managing Director, and senior executives and planning for

their succession;

- Setting Director remuneration and ensuring that the remuneration and conditions of service of senior

executives are appropriate; and

- Ensuring, and setting standards for, ethical behavior and compliance with the Company’s own

governing documents, including the Company’s Code of Conduct and corporate governance standards.

Board Processes

The Board aims to perform its role and objectives through the adoption and monitoring of strategies, plans,

policies and performance, the review of the Directors’ and senior management performance, conduct and

reward, monitoring of the major risks of the Company’s business, and by ensuring the Company has policies

and procedures to satisfy its legal and ethical responsibilities.

The Board determines the strategic direction of the Company and sets policies accordingly. In addition to

maintaining oversight of the Company’s executive management and operations, the Board monitors substantive

issues such as ethical standards and social and environmental responsibilities.

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A performance evaluation for directors and senior executives did not taken place in the reporting period due to

the recent Board changes. Performance evaluation in accordance with the process detailed in the Company’s

Board Charter is to be undertaken in the current and future reporting periods.

Further information regarding the Company’s processes for evaluating the performance of the Board, directors

and senior management can be found in the Board Charter which is available from the corporate governance

section of the Company's website at www.bisan.com.au.

Composition of the Board

The names of the directors of the Company at the date of this statement are set out in the Directors’ Report in

this Annual Report.

The composition of the Board is determined using the following principles:

- a maximum of fifteen directors; and

- a minimum of three directors.

The Board is currently comprised of three non-executive directors. The Company’s Constitution provides for a

maximum of 15 directors. The Board periodically reviews its size as appropriate.

Directors are considered to be independent if they are not major shareholders, are independent of management,

and are free from any business or other relationship that could materially interfere with their exercise of free

and independent judgment. While none of the Company’s Directors are independent (and the Company’s

Chairman is not independent), the Board considers that the skills and experience of the directors allow the Board

to act in the best interests of shareholders.

The Board regards the present composition of Directors and Board Committees as a good balance at this stage

of the Company's development with the appropriate mix of expertise, experience and ability to represent the

interests of all shareholders. The Board actively and regularly considers the composition of the Board, taking

into account the duration of each Director’s tenure and the competencies required by the Company from time to

time.

Future Director appointees will receive a formal letter of appointment setting out the responsibilities, rights,

terms and conditions of their appointment. Incoming Directors are advised of the Company's operations,

financial position, strategic and risk management issues, as well as the operation of the Board and any sub-

committees.

Further information regarding the Company’s Directors including details of their skills and experience and

duration as officeholder can be found on page 3 of the Company’s 2012 Annual Report.

Meetings

The Board meets on a regular basis to retain full and effective control and monitor executive management. The

Directors’ attendance at meetings is detailed in the Directors’ Report.

Members of the management team may attend meetings at the invitation of the Board.

Role of Chairman

The Chairman is responsible for leading the Board, ensuring directors are properly briefed in all matters

relevant to their role and responsibilities, facilitating Board discussions and managing the Board’s relationship

with the Company’s senior executives.

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Term of office

The Board reviews its performance and composition on an annual basis and aims to have members with high

levels of intellectual ability, experience, soundness of judgment and integrity to maximise its effectiveness and

contribution. Bisan’s constitution provides that at least one third (or the nearest whole number) of Directors

must retire at each Annual General Meeting, but are eligible for re-election at that meeting. There is no

compulsory retiring age.

Independent professional advice

In performing their duties, Directors have the right to seek independent professional advice at the Company’s

expense in furtherance of their duties as directors, with the approval of the Chairman (which approval shall not

be unreasonably withheld).

Board committees

The Directors consider that the Company is not of a size nor are its affairs of such complexity as to justify the

formation of other special or separate committees such as Audit, Remuneration or Nomination committees.

Specifically, the Board undertakes an annual performance evaluation of itself and senior executives of the

Company and the performance of all Directors is reviewed by the Chairman each year. Given the skills and

experience of all Directors, both independent and non-independent, the Board as a whole is able to address the

governance aspects of the Company’s activities and ensure that it adheres to appropriate ethical standards.

However as appropriate and as required the Board will establish Board committees to assist in the execution of

its responsibilities. Any committees formed will have written mandates and operating procedures that, together

with membership, will be reviewed on a regular basis.

Conflicts of interest

All Directors of the Company must keep the Board advised, on an ongoing basis, of any private interest that

could potentially conflict with the interests of the Company. Where the Board believes that a significant

conflict exists, the Director concerned does not receive the relevant board papers and is excused at the meeting

whilst the item is considered. The Board has developed procedures to assist Directors in disclosing potential

conflicts of interest.

All Directors and senior executives of the Company are required to disclose to the Company any material

transaction, commercial relationship or corporate opportunity that reasonably could be expected to give rise to

such a conflict.

PRINCIPLE 3 – PROMOTE ETHICAL AND RESPONSIBLE DECISION MAKING

Code of Conduct

The Board acknowledges the need for, and continued maintenance of, the highest standard of ethics, and seeks

to ensure that all of the Company’s Directors, senior executives and employees act honestly, transparently,

diligently and with integrity. The Board has implemented a Code of Conduct for Directors and a policy of

Behavior Standards – Standards of Business Conduct setting out parameters for ethical behavior and business

practices for Directors, employees and contractors.

The Code of Conduct for Directors and the Behavior Standards – Standards of Business Conduct Policy can be

found in the Board Charter which is available from the corporate governance section of the Company's website

at www.bisan.com.au.

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Share Trading

Trading in shares by any Director or senior executive of the Company whether during a blackout period which

incorporates the periods between the close of each financial quarter and the release of quarterly, half yearly

interim and full year results by the Company or not requires the express written approval of the Company

Secretary before any trading is conducted or the entry into any share trading agreements.

The Company has adopted a securities trading policy that applies to trading in shares in the Company by any

Director or employee of the Company. This policy is available on the Company’s website at

www.bisan.com.au.

Diversity

Although the Company has yet to adopt a formal Diversity Policy, the Company respects the benefits arising

from workplace diversity to broaden perspective, improve performance and increase shareholder value. The

Company aims to promote an environment conducive to the appointment of well qualified employees, senior

executives and Directors so that there is appropriate diversity to maximize the achievement of corporate goals.

The Company has not fully complied with the ASX Corporate Governance Council Recommendations

regarding diversity but the steps taken by it are considered appropriate given the size of the Company and the

nature of its operations.

PRINCIPLE 4 – SAFEGUARD INTEGRITY IN FINANCIAL REPORTING

Reporting standards

The Company is committed to providing shareholders with clear, transparent and high quality financial

information in a timely manner. The Company’s Continuous Disclosure Policy underpins this approach.

The financial reports of the Company are produced in accordance with Australian International Financial

Reporting Standards, other authoritative pronouncements of the Australian Accountings Standards Board and

the Corporations Act 2001. The Company’s financial statements and reports are subject to review every half

year and the auditor issues an audit opinion accompanying the full year results for each financial year.

The Board has not established an Audit Committee as, given the size of the Board, the Directors have

determined that the Board will execute the functions of an Audit Committee and that a separate Audit

Committee is unnecessary. The functions associated with safeguarding the integrity of financial reporting and of

the Audit Committee are reserved for the Board and are carried out under the Board Charter.

External auditors

The Company’s policy is to appoint external auditors who clearly demonstrate quality and independence. The

performance of the external auditor is reviewed annually, taking into consideration assessment of performance,

existing value and tender costs.

An analysis of fees paid to the external auditors, including a breakdown of fees for non-audit services, is

provided in Note 9 to the Financial Statements contained in this Annual Report. It is the policy of the external

auditors to provide an annual declaration of their independence to the Board.

The external auditor is requested to attend the Annual General Meeting and be available to answer shareholder

questions about the conduct of the audit and the preparation and content of the Audit Report.

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PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE

The Company is a disclosing entity under the Corporations Act 2001 and is subject to the continuous disclosure

requirements under the ASX Listing Rules. Communications with shareholders and other stakeholders are

given a high priority. In addition to statutory disclosure documents such as Annual Reports and Quarterly

Activity Reports, the Board is committed to keeping all stakeholders informed of all material developments that

affect the Company in a timely manner.

The Company has a formal policy and comprehensive procedures on continuous disclosure to ensure that the

Company complies with the continuous disclosure regime under the ASX Listing Rules and the Corporations

Act 2001. Once the Board or senior executives become aware of information concerning the Company that

would be likely to have a material effect on the price or value of the Company’s securities (and which does not

fall within the exceptions to the disclosure requirements contained in the Listing Rules), that information is

released to the ASX.

A copy of the Company’s Continuous Disclosure Policy is available from the corporate governance section of

the Company's website at www.bisan.com.au.

The Board has appointed the Company Secretary (or in his absence, the Chairman) as the person responsible for

communication to ASX. This role includes responsibility for ensuring compliance with the continuous

disclosure requirements of the ASX Listing Rules and overseeing and coordinating information disclosure to

the ASX, analysts, brokers, shareholders, the media and the public.

The Board also endorses full and regular communication with and between Directors, senior executives, the

external auditors, professional advisers, shareholders and other significant stakeholders. The Board ensures that

the Company Secretary maintains a good, open and frank relationship with the ASX and its designated

company officers to ensure compliance and full disclosure.

PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS

All shareholders have the opportunity to elect to receive a copy of the Company’s Annual Report at the same

time they receive by post a copy of the Notice of Annual General Meeting.

Full use is made of Annual General Meetings to inform shareholders of current developments through

appropriate presentations and to provide opportunities for questions.

Updated information is provided through the Company’s website, www.bisan.com.au

PRINCIPLE 7 – RECOGNISES AND MANAGE RISK

Risk assessment

While the Company does not have a risk management statement or policy, the Board is responsible for ensuring

there are adequate policies in relation to risk management, compliance and internal control systems. In

summary, the Company’s policies are designed to ensure strategic, operational, legal, reputational and financial

risks are identified, assessed and efficiently managed and monitored to enable achievement of the Company’s

business objectives.

Considerable importance is placed on maintaining a strong control environment. There is an organisation

structure with clearly drawn lines of accountability and delegation of authority. Adherence to the Code of

Conduct is required at all times and the Board actively promotes a culture of quality and integrity.

Detailed control procedures cover management accounting, purchases and payments, financial reporting,

capital expenditure requests, project appraisal, environment, health and safety, IT security, compliance, and

other risk management issues. There is a systematic review and monitoring of key business operational risks by

management which reports on current and future risks and mitigation activities to the Board.

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The Company recognises the importance of environmental and occupational health and safety (OH&S) issues

and is committed to the highest levels of performance with the systematic identification of environmental and

OH&S issues to ensure they are managed in a structured manner. This system allows the Company to:

- monitor its compliance with all relevant legislation;

- continually assess and improve the impact of its operations on the environment;

- encourage employees to actively participate in the management of environmental and OH&S issues;

- work with trade associations representing the entity’s businesses to raise standards;

- use energy and other resources efficiently; and

- encourage the adoption of similar standards by the entity’s principal suppliers, contractors and distributors.

Risk Reporting

The Board is responsible for designing and implementing the risk management framework. Both the Board and

management are responsible for identification and review of the key risks impacting the business of the

Company and the development of strategies to effectively mitigate these risks. Additionally, the Board is

responsible for risk oversight, risk management and internal control. Currently there is no designated Internal

Audit resource, but the function, which is undertaken by the Board, assists with regard to business risk

management.

Section 295A Declaration

The Board as a whole has made a declaration under section 295A of the Corporations Act that:

- the Company’s financial accounting system is founded on a sound system of risk management and internal

control; and

- the Company’s risk management and internal control system is operating effectively in all material respects

in relation to financial reporting risks.

The Board has not adopted an audit and risk charter, however the Board has identified key risks within the

Company’s business.

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY

Given the size of the Board, the Directors have determined that they will execute the functions of a

Remuneration Committee and that a separate Remuneration Committee and a Remuneration Committee Charter

is unnecessary.

The Board is responsible for the establishment and review of remuneration levels for senior executives and

incentive policies for all employees. In addition, the remuneration of non-executive directors is determined by

the Board within the maximum amount approved by shareholders in general meeting from time to time.

Retirement benefits for non-executive Directors are considered on a case-by-case basis upon retirement.

The Chairman undertakes an annual review of Directors fees drawing on suitable external advice to determine if

they are appropriate and recommending any changes to the Board.

Full disclosure of all elements of the Company’s remuneration policies can be found in the Remuneration

Report on pages 5-7 of the Company’s 2012 Annual Report.

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Stock Exchange information Bisan Limited

Share details (as at 31 July 2012) & Controlled Entities

Fully Paid Shares

( a ) Twenty largest shareholders

SHAREHOLDER'S NAME

UNITS

% OF ISSUED

CAPITAL

ARIEL NOMINEES PTY LTD <AJS1 FAMILY TRUST> 10,000,000 12.50

ROKEBA NOMINEES PROPRIETARY LIMITED <SILMAN PROPERTY A/C> 9,000,000 11.25

ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD <CUSTODIAN A/C> 5,900,001 7.38

PROFESSIONAL PAYMENT SERVICES PTY LTD 4,609,660 5.76

HAYDOS CORPORATION PTY LTD 4,250,000 5.31

MR JOSHUA GOLDHIRSCH 2,948,519 3.69

DENMAN AUDIO PTY LTD 2,900,000 3.63

101-103 GEORGE STREET EAST MELBOURNE PTY LIMITED 2,486,000 3.11

NEW HOPETOUN PTY LTD 2,000,000 2.50

PANSTYN INVESTMENTS PTY LTD 1,770,234 2.21

JOSH HOLDINGS PTY LIMITED 1,300,000 1.63

T & Z IMPORT EXPORT MANUFACTURING (FAR EAST) COMPANY P\L 1,230,000 1.54

GULLEWA LIMITED 1,142,857 1.43

COLBERN FIDUCIARY NOMINEES PTY LTD 1,000,000 1.25

MR MICHAEL GOLDHIRSCH 1,000,000 1.25

LETTERED MANAGEMENT PTY LTD <BALMORAL FAMILY A/C> 1,000,000 1.25

M SPICER INVESTMENTS PTY LTD <MARTIN SPICER FAMILY A/C> 1,000,000 1.25

SCINTILLA STRATEGIC INVESTMENTS LIMITED 1,000,000 1.25

TEMPLEFIELD PTY LTD <M SILMAN SUPER FUND A/C> 1,000,000 1.25

MR CHRISTIAN PHILIP TURNER 1,000,000 1.25

56,537,271 70.69

( b ) Analysis of holdings

DISTRIBUTION HOLDERS UNITS % OF ISSUED

CAPITAL

1 - 1,000 52 47,402 0.06

1,001 - 5,000 160 502,350 0.63

5,001 - 10,000 60 511,915 0.64

10,001 - 100,000 103 4,281,227 5.35

100,001 - OVER 69 74,657,106 93.32

TOTALS: 444 80,000,000 100

HOLDERS WITH LESS THAN

MARKETABLE PARCEL OF 13,514

277

1,120,611

1.40

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Stock Exchange information Bisan Limited

Share details (as at 31 July 2012) & Controlled Entities

( c ) General information

( i ) A total of 56,537,271 fully paid shares representing 70.67 % of the share capital were held by the twenty

largest shareholders.

( ii ) Voting rights - On a show of hands, every member present shall have one vote and upon a poll every member

present in person or by proxy or attorney shall have one vote for every share held by that member.

( iii ) Substantial shareholders at 31 July 2012:

Ariel Nominees Pty Ltd 10,000,000

Rokeba Nominees Pty Ltd 9,000,000

ABN Amro Clearing Sydney Nominees Pty Ltd 5,900,001

Professional Payment Services Pty Ltd 4,609,660

Haydos Corporation Pty Ltd 4,250,000

( iv ) The stock exchanges which have granted quotation to securities of the company quoted in Australia are:

Australian Stock Exchange Limited

( v ) The name of the company secretary is Mr Marc Spicer

( vi ) The address of the principal registered office in Australia is Level 12, 390 St Kilda Road, Melbourne, Vic.

3004, Telephone (03) 9866-7848.

( vii ) Registers of securities are held at the following address, Computershare Investor Services Pty Ltd, Yarra Falls,

452 Johnston Street, Abbotsford Victoria 3067

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bisan limited - asx · 1 bisan limited abn 75 006 301 800 & controlled entities company...

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