Dear Members,
Your directors are pleased to present the 31st Annual Report
on the business and operations of the Company together with the Audited Financial
Statement for the year ended 31st March, 2023.
CORPORATE OVERVIEW:
Bits Limited (Your Company) is engaged in the business to impart
education in field of Art, Commerce, Science, Computer Software, Computer Hardware,
Business Management, Hotel Management, Engineering & Technical Education and in all
innovative fields that may be useful to segments of society by setting up centers,
institutes, colleges, universities including Distance Learning Programmes etc. in India
& abroad.
FINANCIAL PERFORMANCE
(Amount in Rs.)
| SUMMARISED FINANCIAL HIGHLIGHTS |
Standalone |
Consolidated |
| Particulars |
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
| Income from Operations |
80,13,955 |
74,20,460 |
80,13,955 |
74,20,460 |
| Other Income |
28,44,501 |
23,35,429 |
21,53,835 |
23,35,429 |
| Total Income |
1,08,58,456 |
97,55,889 |
1,01,67,790 |
97,55,889 |
| Total Expenditure |
1,07,62,756 |
74,77,270 |
1,07,62,642 |
74,77,270 |
| Profit/ (Loss) before tax |
95,701 |
22,78,619 |
(6,12,110) |
22,79,795 |
| Less: Provision for Deferred Tax |
- |
- |
- |
- |
| Less: Prior period Adjustment of Tax |
- |
- |
- |
- |
| Net Profit/(Loss) after Tax |
95,701 |
22,78,619 |
(6,12,110) |
22,79,795 |
STATE OF COMPANY AFFAIRS
During the year under review, the Company has generated the Total
Revenue of Rs. 1,08,58,456/- (Rupees One Crore Eight Lakh Fifty Eight Thousand Four
Hundred Fifty Six Only). The Post Tax profit of your Company is Rs.95,701/- (Rupees Ninety
Five Thousand Seven Hundred One Only) as compared to the last year?s Post Tax Profit
of Rs. 22,78,619/- (Rupees Twenty Two Lakh Seventy Eight Thousand Six Hundred Nineteen
Only). Your directors are doing their best to bring the company in more profitable
position. We hope that the efforts of the directors will be fruitful for the company and
its shareholders in next coming years.
Your directors expect that there will be further improvement in overall
performance in the coming years.
MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL
YEAR 202223
There is no material changes and commitment affecting the financial
position of company after the close of financial year 2022-23 till the date of report.
DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES
AND HIGHLIGHTS OF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF
THE COMPANY
M/s. Prurient IT Solutions Private Limited becomes the Associate of the
company due to conversion of M/s. Prurient IT Solutions LLP into a Private Limited
Company.
Further, M/s. Ujjwal Infrastructure Private Limited which was an
associate of the company is ceased to be the Associates.
Further, there is no other subsidiary, associate and joint venture of
the company and there are no other companies, which have become or ceased to be the
subsidiary, associate and joint venture of the company during the year.
DIVIDEND AND RESERVES
During the year under review, your Company does not recommend any
dividend. And also, your company has not made any transfer to Reserves during the
financial year 2022-23.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans, Guarantees and Investments, if any, which are covered
under the provisions of Section 186 of Companies Act, 2013 are given in the notes to the
Financial Statements as on 31.03.2023 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 are constantly assessed and strengthened with new/revised standard operating
procedures.
The internal audit is entrusted to M/s R. Mahajan & Associates, a
firm of Chartered Accountants. The main thrust of internal audit is to test and review
controls, appraisal of risks and business practices.
The Audit Committee of the Board of Directors actively reviews the
adequacy and effectiveness of internal control systems and suggests improvements to
strengthen the same. The Board of Directors has framed a policy which ensures the orderly
and efficient conduct of its business, safeguarding of its assets, to provide greater
assurance regarding prevention and detection of frauds and accuracy and completeness of
the accounting records of the company.
During the year, no reportable weakness in the operations and
accounting were observed and your company has adequate internal financial control with
reference to its financial statements.
RELATED PARTY TRANSACTIONS
All the contracts/ arrangements/ transactions entered by the company
with related party for the year under review were in the ordinary course of business and
on Arm?s Length basis. Detail of related party transactions have been disclosed in
notes to the financial statements.
Further, your company has not entered into any material contracts or
arrangements with related parties at arm?s length basis. Accordingly, the disclosure
of related party transactions as required under Section 134(3) (h) of the Companies Act,
2013 read with rules made there under, in Form AOC-2 is not applicable.
The policy on Related Party Transactions as approved by the Board of
Directors has been uploaded on the website of the Company
(http://www.bits.net.in/Bits%20Limited RPT%20Policy.pdf).
RISK MANAGEMENT
The risk management framework defines the risk management approach of
the Company and includes periodic review of such risks and also documentation, mitigating
controls and reporting mechanism of all risks.
In this regard, the board has formulated a Risk Management policy,
which defines the risk assessment and minimization procedures. As per view of board, there
is no other risk in operation of company, which may impact the existence of company.
AUDITOR AND AUDITOR?S REPORT
STATUTORY AUDITORS
M/s. R. C. Chadda & Co. LLP Chartered Accountants was appointed as
Statutory Auditor of the Company in the 26th Annual General Meeting of the
Company held on 28th September, 2018, for the term of 5 years, to hold the
office of Statutory Auditor till the 31st Annual General Meeting. Their current
term as Statutory Auditor of the Company is going to expire in ensuing Annual General
Meeting.
Therefore, In terms of the provisions of Section 139(1) of the
Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee
of the Board, subject to the approval of Shareholder of the company in the ensuing Annual
General Meeting, approved the re-appointment of M/s R. C. Chadda & Co. LLP, Chartered
Accountants, as a Statutory Auditors of the Company for a period of Five years from the
conclusion of the 31st Annual General Meeting to be held on 06th August,
2023 till the conclusion of 36th Annual General Meeting, on such remuneration
including out of pocket expenses and other expenses as may be mutually agreed by and
between the Board of Directors and the Auditors, and recommended the same to the
shareholders of the Company for their approval.
Pursuant to Section 139 and 141 of the Companies Act, 2013 and Rules
framed there under, the Company has received a certificate from the auditors confirming
their eligibility to be appointed as Auditors of the Company. They have also confirmed
that they have hold a valid certificate issued by the Peer Review Board of the Institute
of Chartered Accountants of India (ICAI) as required under the provisions of Regulation 33
of the Listing Regulation.
The Auditor?s Report and notes on accounts referred to in the
Auditor?s Report is self-explanatory and there are no adverse remarks or
qualification in the Report except as stated below and general remarks are in the nature
of facts.
SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of Companies Act, 2013 and rules
made there under, the board has appointed M/s Pritika Nagi & Associates, Company
Secretary in Practice to conduct the Secretarial Audit of the Company for the financial
year 2022-23. The Secretarial Audit Report for the financial year ended 31st
March, 2023 is attached herewith as part of the Annual Report as Annexure A which forms an
integral part of this report.
The Secretarial Audit report does not contain any qualification,
adverse remarks or reservation for the year under review.
FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO
THE CENTRAL GOVERNMENT
There are no such frauds reported by auditors, which are committed
against the company by 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. Ankit Rathi (DIN: - 01379134), Director of the Company is liable to retire by rotation
at the ensuing Annual General Meeting and being eligible, has offered himself for
re-appointment.
• Appointment/Re-appointment and Cessation of Directors & Key
Managerial Personnel
During the year under review, shareholders have approved the
re-appointment of Mr. Omprakash Ramashankar Pathak, who was liable to retire by rotation
at the last Annual General Meeting.
Further, there is no change in the composition of the Board of
Directors of the Company and no directors and Key Managerial Personnel have been
appointed/re-appointed or resign from the company.
All Independent Directors have given declarations to the company
confirming that they meet the criteria of independence as laid down under Section 149(6)
of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.
ANNUAL RETURN
The details of the extract of the Annual Return, as required under
Section 92 of Companies Act, 2013 are available on Company?s website www.bits.net.in
NUMBER OF MEETINGS OF THE BOARD
The Board duly met at regular intervals to discuss and decide on
business strategies/policies and review the financial performance of the Company. The
notice along with Agenda and notes on agenda of each Board Meeting was given in writing to
each Director.
In the Financial Year 2022-23, the Board met Seven (7) times. The
meetings were held on 26-052022, 11-07-2022, 13-08-2022, 22-08-2022, 14-11-2022,
06-02-2023 and 31-03-2023.The
interval between two meetings was well within the maximum period
mentioned under Section 173 of Companies Act, 2013 and Regulation 17(2) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. For further details, please
refer report on Corporate Governance, which is an integral part of this Annual Report.
AUDIT COMMITTEE
The present Audit Committee of the board comprises of three members
with independent directors forming a majority, namely, Mr. Harish Kumar Chauhan,
Non-Executive Independent Director is the Chairman of the Committee, Mrs. Preeti Sharma,
Non-Executive Independent Director and Mr. Omprakash Ramashankar Pathak, Executive
Director are members of the Committee.
All the recommendations made by the Audit Committee were accepted by
the Board.
Further, the roles & responsibility and other related matters of
Audit Committee forms an integral part of Corporate Governance Report a part of Annual
Report.
POLICIES AND DISCLOSURES
VIGIL MECHANISM
The Vigil Mechanism/Whistle Blower Policy of the company provides that
protected disclosures can be made by a whistle blower through an email to the Chairman of
Audit Committee. There has been no change to the Whistle blower Policy adopted by the
Company during fiscal year 2022-23. The Whistle Blower Policy can be accessed on the
Company?s website i.e. http://www.bits.net.in/Bits%20Limited
whistle%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, Key Managerial Personnel and Senior Management of the Company. The details of
this policy are attached herewith as Annexure B in this report.
b) Further, Policy for selection criteria of Directors and Senior
management and criteria for determining qualifications, positive attributes and director
independence is also attached as Annexure C to this report.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of Companies Act, 2013 and rules made there
under, every company having net worth of Rupees five hundred crore or more, or turnover of
rupees one thousand crore or more or a net profit of rupees five crore or more during any
financial year 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 form Corporate Social Responsibility Committee and Corporate Social
Responsibility Policy for the company as per the requirement of the Companies Act, 2013.
BOARD EVALUATION
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015
mandates that the Board shall monitor and revew the Board evaluation framework. The
Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board
of its own performance and that of its committees and individual directors. Schedule IV of
the Companies Act, 2013, states that the performance evaluation of independent directors
shall be 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 committee was conducted based on the criteria and framework adopted by the Board.
Board has engaged Nomination and Remuneration Committee for carrying out the evaluation
and their finding were 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 remuneration committee.
The exclusive meeting of Independent Directors was held to evaluate the
performance of the Board, non-Independent Directors & the Chairman.
The performance evaluation of committee?s and board as a whole was
done on the basis of questionnaire which was circulated among the board members and
committee members and on receiving the inputs from them, their performance was assessed.
Lastly, performance evaluation of indivdual directors was done on the
basis of self-evaluation forms which were circulated among the directors and on receiving
the duly filled forms, their performance was assessed.
FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS
The details of programmes for familiarization of Independent Directors
with the Company, their roles and responsibilities in the company, business model of the
Company and 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 inductees as independent director with the strategy, operations and functions of our
company, the executive directors make presentations to the inductees about the
Company?s organization structure, finance, human resources, facilities and risk
management.
Further, at the time of appointment of an independent director, the
Company issues a formal letter of appointment outlining his/her role, function, duties and
responsibilities as a director. The format of the letter of appointment is available on
our website http://www.bits.net.in/docs.html.
CORPORATE GOVERNANCE
Your Company has implemented all the stipulations of the Corporate
Governance Practices set out by the Securities and Exchange Board of India and as provided
in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate
section on Report of Corporate Governance as stipulated under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, forms an integral part of the Annual
Report.
The requisite certificate from the Auditor?s regarding compliance
of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is attached as Annexure D to the
Director?s Report.
MANAGEMENTS? DISCUSSION AND ANALYSIS REPORT
Managements? Discussion and Analysis Report for the year under
review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is presented in a separate section forming Annexure E 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 Rules 5(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 excess of the limits set out in the said rules.
Further, the details of top ten employees in terms of Remuneration
Drawn as per provisions 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
Disclosures pertaining to remuneration and other details of directors & KMP as
required under Section 197 (12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as
Annexure F.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND RESEARCH &
DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under Section 134 (3) (m)
of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014
are given hereunder:
Conservation of Energy-
i) Steps taken or impact on conservation of energy: Energy conservation
efforts are ongoing activities. During the year under review further efforts were made to
ensure optimum utilization of electricity.
ii) Steps taken by the company for utilizing alternate sources of
energy: Nil, As your company 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 &
innovation taken place in the company during the Financial Year 2022-23, 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 or import substitution: Nil
iii) In case of imported technology (imported during the last 3 years
reckoned from the beginning 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 relating to 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 and explanations obtained by them, your Directors confirmed the following
statement in terms of Section 134(3) (c) of the Companies Act, 2013:
1) That in preparation of Annual Accounts for the year ended March 31st,
2023, the applicable accounting standards have been followed and there are no material
departures from the same;
2) The directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true & fair view of the state of affairs of the Company as at March 31st,
2023 and 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 of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other 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 the Company and that such internal financial controls are adequate and were
operating effectively;
6) That the directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
LISTING OF SECURITIES
The Company?s Equity Shares are listed on BSE Limited.
Scrip Code: 526709 ISIN: INE839A01021
Trading of shares of the company over stock exchange has been suspended
since 02nd April, 2018 due to surveillance measure.
Forensic Audit of the Company has been conducted by the Bombay Stock
Exchange. Company has submitted the required information and documents as and when
required after which the trading in the securities of the company shifted to Stage -3 of
GSM framework and we hope that trading of the shares shall be resumed as soon as possible
and freely available for trading.
GENERAL
Your director states that no disclosure or reporting is required in
respect of the following 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 or otherwise.
c) Issue of shares (including sweat equity shares) to directors or
employees of the Company.
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 the Company does not receive any remuneration or Commission from such holding
Company. Further there is no subsidiary Company of your Company.
f) No significant or material orders were passed by the regulators or
courts or tribunals, 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 the company.
h) There is no subsidiary of company, so no policy on material
subsidiary is required to be adopted.
Your directors further state that: -
a) The Company has zero tolerance for sexual harassment and during the
year under review, there were no complaint received and no cases filed pursuant to the
Sexual Harassment 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.
c) During the year under review, there were no applications made or any
proceeding pending in the name of the company under the Insolvency and Bankruptcy Code,
20l6
d) During the year under review there has been no one time settlement
of loans taken from the Banks or Financial Institutions.
INDUSTRIAL AND HUMAN RELATIONS
Since the Company is not into any kind of manufacturing activity, there
is no matter to discuss about industrial relations and the Company is maintaining cordial
relations with its staff members.
ACKNOWLEDGEMENT
Your directors take this opportunity to place on record their
appreciation for the shareholders, bankers and other business associates for their
forbearance, understanding and support to the Company. They also wish to place on record
their great appreciation of the commitment, sense of involvement and dedication exhibited
by each staff member in the overall development, growth and prosperity of the company.
|
By Order of the Board of Directors For Bits Limited |
|
|
Sd/- |
Sd/- |
|
Omprakash Ramashankar Pathak |
Ankit Rathi |
| Date: 10.07.2023 |
(Managing Director) |
(Director) |
| Place: New Delhi |
DIN - 01428320 |
DIN - 01379134 |
+91-9892691696
