|BSE: 526709||Sector: Services|
|NSE: N.A.||ISIN Code: INE839A01021|
|BSE 00:00 | 02 Apr||BITS Ltd|
|NSE 05:30 | 01 Jan||BITS Ltd|
|BSE: 526709||Sector: Services|
|NSE: N.A.||ISIN Code: INE839A01021|
|BSE 00:00 | 02 Apr||BITS Ltd|
|NSE 05:30 | 01 Jan||BITS Ltd|
FOR THE FINANCIAL YEAR ENDED 2019-20
Your Directors are pleased to present the 28th Annual Report on the businessand operations of the Company together with the Audited Financial Statement for the yearended 31st March 2020.
Bits Limited (Your Company) is engaged in the business to impart education in field ofArt Commerce Science Computer Software Computer Hardware Business Management HotelManagement Engineering & Technical Education and in all innovative fields that may beuseful to segments of society by setting up centers institutes colleges universitiesincluding Distance Learning Programmes etc. in India & abroad.
STATE OF COMPANY AFFAIRS
During the year under review the Company has generated the total revenue ofRs.7418000/-. The Post Tax Profit of your Company is Rs.4000/- as compared to the lastyear's Post Tax Loss Rs. 456000/-. Your directors are doing their best to bring thecompany in more profitable position. We hope that the efforts of the directors will befruitful for the company and its shareholders in next coming years.
Your directors expect that there will be further improvement in overall performance inthe coming years.
MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL YEAR 2019-20
There is no material changes and commitment affecting the financial position of companyafter the close of financial year 2019-20 till the date of report.
DETAILS OF SUBSIDIARY COMPANIES JOINT VENTURES AND ASSOCIATE COMPANIES AND HIGHLIGHTSOF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
M/s. Ujjwal Infrastructure Private Limited is the Associate of the company.
Further there is no other subsidiary associate and joint venture of the company andthere are no companies which have become or ceased to be the subsidiary associate andjoint venture of the company during the year.
DIVIDEND AND RESERVES
During the year under review your Company does not recommend any dividend. And alsoyour company has not made any transfer to Reserves during the financial year 2019-20.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans Guarantees and Investments if any which are covered under theprovisions of Section 186 of Companies Act 2013 are given in the notes to the FinancialStatements as on 31.03.2020 and forms a part of annual report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has an effective internal control and risk mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures.
The internal audit is entrusted to M/s R. Mahajan & Associates a firm of CharteredAccountants. The main thrust of internal audit is to test and review controls appraisalof risks and business practices.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of internal control systems and suggests improvements to strengthen thesame. The Board of Directors has framed a policy which ensures the orderly and efficientconduct of its business safeguarding of its assets to provide greater assuranceregarding prevention and detection of frauds and accuracy and completeness of theaccounting records of the company.
During the year no reportable weakness in the operations and accounting were observedand your company has adequate internal financial control with reference to its financialstatements.
RELATED PARTY TRANSACTIONS
All the contracts/ arrangements/ transactions entered by the company with related partyfor the year under review were in the ordinary course of business and on Arm's Lengthbasis. Detail of related party transactions have been disclosed in notes to the financialstatements.
Further your company has not entered into any material contracts or arrangements withrelated parties at arm's length basis. Accordingly the disclosure of related partytransactions as required under Section 134(3) (h) of the Companies Act 2013 read withrules made there under in Form AOC-2 is not applicable.
The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company (http://www.bits.net.in/Bits%20Limited RPT%20Policy.pdf).
The risk management framework defines the risk management approach of the Company andincludes periodic review of such risks and also documentation mitigating controls andreporting mechanism of all risks.
In this regard the board has formulated a Risk Management policy which defines therisk assessment and minimization procedures. As per view of board there is no other riskin operation of company which may impact the existence of company.
AUDITOR AND AUDITOR'S REPORT
In terms of the provisions of Section 139(1) of the Companies Act 2013 the Board ofDirectors on the recommendation of the Audit Committee of the Board subject to itsconfirmation by the members/shareholders in the Annual General Meeting approved theappointment of M/s R. C. Chadda & Co. LLP Chartered Accountants as a StatutoryAuditors of the Company for a period of Five years at the 26th Annual GeneralMeeting held on 28th September 2018 and ratification by themembers/shareholders at every Annual General Meeting of the Company. However CompaniesAmendment Act 2017 read with notification dated 07th May 2018 deletedprovision of Annual ratification of appointment of Auditors. As such no resolution forapproving the ratification of appointment of Statutory Auditors has been proposed in theNotice.
The Auditor's Report and notes on accounts referred to in the Auditor's Report isselfexplanatory and there are no adverse remarks or qualification in the Report except asstated below and general remarks are in the nature of facts.
Pursuant to provisions of Section 204 of Companies Act 2013 and rules made thereunder the board has appointed M/s Pritika Nagi & Associates Company Secretary inPractice to conduct the Secretarial Audit of the Company for the financial year 2019-20.The Secretarial Audit Report for the financial year ended 31st March 2020 isattached herewith as part of the Annual Report as Annexure A which forms an integral partof this report.
The Secretarial Audit report does not contain any qualification adverse remarks orreservation for the year under review.
FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRALGOVERNMENT
There are no such frauds reported by auditors which are committed against the companyby officers or employees of the company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Retirement by Rotation
In accordance with the provisions of Section 152 of Companies Act 2013 Mr. OmprakashRamashankar Pathak Managing Director of the Company is liable to retire by rotation atthe ensuing Annual General Meeting and being eligible has offered himself forreappointment.
Appointment/Re-appointment and Cessation of Directors & Key ManagerialPersonnel
During the year under review shareholders have approved the re-appointment of Mr.Ankit Rathi who was liable to retire by rotation at the last Annual General Meeting.
Further Mr. Harish Kumar Chauhan and Mrs. Preeti Sharma has been appointed asIndependent Directors of the Company in the last Annual General Meeting of the Companyheld on 30th September 2019 for a fixed term of five consecutive years to holdthe office from the conclusion of 27th Annual General Meeting up to 32ndAnnual General Meeting.
Further the term of Mr. Omprakash Ramashankar Pathak Managing Director of the Companywas expired on 06th May 2020 thus Board of Directors vide their meeting heldon 05th May 2020 re-appointed him for a further term of Five (5) years w.e.f.07th May 2020 till 06th May 2025 subject to the approval ofshareholders of the Company in ensuing Annual General Meeting.
Further there is no change in the composition of the Board of Directors of the Companyand no directors and Key Managerial Personnel have been appointed/re-appointed or resignfrom the company.
All Independent Directors have given declarations to the company confirming that theymeet the criteria of independence as laid down under Section 149(6) of the Companies Act2013 and Regulation 16(1) (b) of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015.
The details forming part of the extract of the Annual Return in Form MGT- 9 asrequired under Section 92 of Companies Act 2013 is included in this report as Annexure Band forms an integral part of this report and same will also be available on Company'sWebsite http://www.bits.net.in
NUMBER OF MEETINGS OF THE BOARD
The Board duly met at regular intervals to discuss and decide on businessstrategies/policies and review the financial performance of the Company. The notice alongwith Agenda and notes on agenda of each Board Meeting was given in writing to eachDirector.
In the Financial Year 2019-20 the Board met Five (5) times. The meetings were held on25-05-2019 10-08-2019 26-08-2019 13-11-2019 and 13-02-2020.The interval between twomeetings was well within the maximum period mentioned under Section 173 of Companies Act2013 and Regulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. For further details please refer report on Corporate Governance whichis an integral part of this Annual Report.
The present Audit Committee of the board comprises of three members with independentdirectors forming a majority namely Mr. Harish Kumar Chauhan NonExecutive IndependentDirector is the Chairman of the Committee Mrs. Preeti Sharma Non-Executive IndependentDirector and Mr. Omprakash Ramashankar Pathak Executive Director are members of theCommittee.
All the recommendations made by the Audit Committee were accepted by the Board.
Further the roles & responsibility and other related matters of Audit Committeeforms an integral part of Corporate Governance Report a part of Annual Report.
POLICIES AND DISCLOSURES
The Vigil Mechanism/Whistle Blower Policy of the company provides that protecteddisclosures can be made by a whistle blower through an email to the Chairman of AuditCommittee. There has been no change to the Whistle blower Policy adopted by the Companyduring fiscal year 2019-20. The Whistle Blower Policy can be accessed on the Company'swebsite i.e. http://www.bits.net.in/Bits%20Limited whis tle%20blower%20policy.pdf.
REMUNERATION AND NOMINATION POLICY
The nomination and remuneration committee has recommended to the Board:
a) A policy which lays down a framework in relation to remuneration of Directors KeyManagerial Personnel and Senior Management of the Company. The details of this policy areattached herewith as Annexure C in this report.
b) Further Policy for selection criteria of Directors and Senior management andcriteria for determining qualifications positive attributes and director independence isalso attached as Annexure D to this report.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of Companies Act 2013 and rules made there under everycompany having net worth of Rupees five hundred crore or more or turnover of rupees onethousand crore or more or a net profit of rupees five crore or more during any financialyear shall constitute a Corporate Social Responsibility Committee of the Board.
However it is not applicable in case of your Company. Hence there is no need to formCorporate Social Responsibility Committee and Corporate Social Responsibility Policy forthe company as per the requirement of the Companies Act 2013.
SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The Companies Act 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of independent directors shallbe done by the entire Board of Directors excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole and that of its committeewas conducted based on the criteria and framework adopted by the Board. Board has engagedNomination and Remuneration Committee for carrying out the evaluation and their findingwere shared with the board that had discussed and analyze its performance during the year.The Board approved the evaluation results as collated by the nomination and remunerationcommittee.
The exclusive meeting of Independent Directors was held to evaluate the performance ofthe Board non-Independent Directors & the Chairman.
The performance evaluation of committee's and board as a whole was done on the basis ofquestionnaire which was circulated among the board members and committee members and onreceiving the inputs from them their performance was assessed.
Lastly performance evaluation of individual directors was done on the basis ofselfevaluation forms which were circulated among the directors and on receiving the dulyfilled forms their performance was assessed.
FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS
The details of programmes for familiarization of Independent Directors with theCompany their roles and responsibilities in the company business model of the Companyand other related matters are put on the website of the Company at the following link:i.e. http://www.bits.net.in/familirisation policy. pdf. To familiarize the new inducteesas independent director with the strategy operations and functions of our company theexecutive directors make presentations to the inductees about the Company's organizationstructure finance human resources facilities and risk management.
Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/her role function duties and responsibilitiesas a director. The format of the letter of appointment is available on our websitehttp://www.bits.net.in/docs.html.
Your Company has implemented all the stipulations of the Corporate Governance Practicesset out by the Securities and Exchange Board of India and as provided in SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. A separate section on Reportof Corporate Governance as stipulated under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms an integral part of the Annual Report.
The requisite certificate from the Auditor's regarding compliance of conditions ofCorporate Governance as stipulated under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached as Annexure E to the Director's Report.
MANAGEMENTS' DISCUSSION AND ANALYSIS REPORT
Managements' Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section forming Annexure F of the Director's Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 there is no employee in the company which draws the remuneration in excessof the limits set out in the said rules.
Further the details of top ten employees in terms of Remuneration Drawn as perprovisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Disclosurespertaining to remuneration and other details of directors & KMP as required underSection 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are enclosed as Annexure G.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT ANDFOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars relating to energy conservation technology absorption foreign exchangeearnings and outgo as required to be disclosed under Section 134 (3) (m) of the CompaniesAct 2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014 are givenhereunder:
Conservation of Energy-
i) Steps taken or impact on conservation of energy: Energy conservation efforts areongoing activities. During the year under review further efforts were made to ensureoptimum utilization of electricity.
ii) Steps taken by the company for utilizing alternate sources of energy: Nil As yourcompany does not carry any manufacturing activities
iii) The Capital investment on energy conservation equipments: Nil
Technology Absorption Adaption & Innovation and Research & Development
No research & development or technical absorption or adaption & innovationtaken place in the company during the Financial Year 2019-20 the details as per rule 8(3)of the companies (Accounts) Rules 2014 are as follows:
i) Efforts made towards technology absorption: - Nil
ii) Benefits derived like product improvement cost reduction product development orimport substitution: Nil
iii) In case of imported technology (imported during the last 3 years reckoned from thebeginning of the financial year)-
a) Details of technology imported: Nil
b) Year of Import: Nil
c) Whether the technology been fully absorbed: Nil
d) Areas where absorption has not taken place and the reasons there of: Nil
iv) Expenditure incurred on Research and Development: Nil
Foreign Exchange Earnings and Outgo
As your Company does not deal in Foreign Exchange therefore the particulars relatingto Foreign Exchange Earnings and Outgo are not applicable to your Company.
Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information andexplanations obtained by them your Directors confirmed the following statement in termsof Section 134(3) (c) of the Companies Act 2013:
1) That in preparation of Annual Accounts for the year ended March 31st2020 the applicable accounting standards have been followed and there are no materialdepartures from the same;
2) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true& fair view of the state of affairs of the Company as at March 31st 2020and of the profit and loss of the Company for the year ended on that date;
3) That the Directors have taken proper & sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
4) The directors have prepared the annual accounts on a going concern basis;
5) That the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
6) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
LISTING OF SECURITIES
The Company's Equity Shares are listed on BSE Limited.
Trading of shares of the company over stock exchange has been suspended since 02ndApril 2018 due to surveillance measure. Your Company has filed requisiteinformation/documents on timely basis as and when required by the stock exchange. We arein process of resumption of trading of shares and hope that the trading of share shall beresumed as soon as possible and freely available for trading.
Your Director states that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:-
a) Details relating to deposits covered under Chapter V of the Act.
b) Issue of the equity shares with differential rights as to dividend voting orotherwise.
c) Issue of shares (including sweat equity shares) to directors or employees of theCompany.
d) Issue of Employee Stock Option Scheme to employees of the company.
e) Vizwise Commerce Private Limited is the Holding Company and Managing Director of theCompany does not receive any remuneration or Commission from such holding Company. Furtherthere is no subsidiary Company of your Company.
f) No significant or material orders were passed by the regulators or courts ortribunals which impact the going concern status and Company's operations in future.
g) Purchase of or subscription for shares in the company by the employees of thecompany.
h) There is no subsidiary of company so no policy on material subsidiary is requiredto be adopted.
Your Directors further state that: -
a) The Company has zero tolerance for sexual harassment and during the year underreview there were no complaint received and no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
b) And there is no change in the nature of business of company during the year.
INDUSTRIAL AND HUMAN RELATIONS
Since the Company is not into any kind of manufacturing activity there is no matter todiscuss about industrial relations and the Company is maintaining cordial relations withits staff members.
Your Directors take this opportunity to place on record their appreciation for theshareholders bankers and other business associates for their forbearance understandingand support to the Company. They also wish to place on record their great appreciation ofthe commitment sense of involvement and dedication exhibited by each staff member in theoverall development growth and prosperity of the company.