Mar 31, 2015
Dear Members,
The Directors are pleased to present the 23rd Annual Report on the
business and operations of the Company together with the Audited
Financial Statement for the year ended 31st March, 2015.
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.
FINANCIAL PERFORMANCE
SUMMARISED FINANCIAL HIGHLIGHTS (Amount in Rs.)
Particulars Current Year Previous Year
31.03.2015 3103.2014
Income from Operations 2251445 1551000
Other Income 8113769 4179453.94
Total Income 10365214 5730453.94
Total Expenditure 11703066.59 37666564.36
Profit/ (Loss) before tax (1337852.59) (31936110.42)
Less: Provision for Deferred Tax 3035862 107540
Net Profit/(Loss) after Tax 1698009.41 (32043650.42)
STATE OF COMPANY AFFAIRS
During the year, the sales of the company jumped to Rs. 2251445 as
compared to Rs. 1551000 in the previous year registering a growth in
the business of the company.
Nonetheless, your director's expect that the initiatives undertaken
will result in improvement in financial results in the coming years.
Material Changes and Commitments after the date of close of Financial
Year 2014 - 15
There is no material changes and commitment affecting the financial
position of company after the close of financial year 2014-2015 till
the date of report.
DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES
AND THEIR FINANCIAL POSITION
There is no subsidiary and joint venture of the company and further
there are no companies, which have become or ceased to be the
subsidiary and joint venture of the company during the year.
However, M/s Prurient I.T Solutions Private Limited is our Associate
Company as per Section 2(6) of the Companies Act, 2013. The summary of
the performance and financial position of associate company is as
follows:
SN Name and address CIN/GLN
of the Company
1 Prurient I.T. Solutions Private Limited U72200DL2008PTC178613
Add:- 1111, 11th Floor, New Delhi House 27,
Barakhamba Road, New Delhi - 110001
SN Name and address Holding/Subsidiary/ %age of
Associate Share
holding
1 Prurient I.T. Solutions Associate Company 50.00%
Private Limited Add:- 1111,
11th Floor, New Delhi House 27,
Barakhamba Road,
New Delhi - 110001
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 2014 - 2015.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of Companies Act, 2013 are given in the notes
to the Financial Statements as on 31.03.2015 and 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 with related party in Form
AOC-2 is attached as Annexure A. Further, there are no material related
party transactions during the year under review 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 Company has formulated a Risk Management Committee
(which forms an integral part of Corporate Governance Report) which
lays down the procedures to inform Board members about the risk
assessment and minimization procedures. Risk Management Committee is
responsible for framing, implementing and monitoring risk management
plan for the Company.
Further, a Risk Management Policy has been adopted by the board of
directors for the company, which defines the risk assessment and
minimization procedures. . As per view of board, there is no risk in
operation of company, which may impact the existence of company.
AUDITOR AND AUDITORS REPORT STATUTORY AUDITORS
M/s Soni Gulati & Co., Chartered Accountants who are Statutory Auditors
of the Company and who hold office up to the forthcoming Annual General
Meeting are recommended by the audit committee and Board of Director
for re-appointment to audit the Accounts of the Company for the
Financial Year 2015-16 at remuneration as may be decided by the Board
of Directors on the recommendation of the audit committee.
The Company has received a certificate from the auditors to the effect
that their appointment, if made, would be within the limits prescribed
under the of the Companies Act, 2013, and they are not disqualified for
re-appointment, as per the provisions of Section 141 of the Companies
Act, 2013.
The auditor's report and notes on accounts referred to in the Auditor's
Report are self explanatory and there are no adverse remarks or
qualification in the Report.
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 2014-2015. The Secretarial
Audit Report for the financial year ended 31st March, 2015 is attached
herewith as part of the Annual Report as Annexure B which forms an
integral part of this report.
There is no secretarial audit qualification/adverse remarks,
reservation for the year under review except as stated below:-
Secretarial Auditor remarks for financial statement ending 31.03.2015:
As per Section 203 of the Companies Act, 2013 read with rules made
there under, Every Listed Company Shall have Whole Time Key Managerial
personnel. Nonetheless, your company has not appointed Whole Time
Company Secretary in the company.
Our reply to auditor remarks:
Your Board has acknowledged that the Whole Time Company Secretary is
not appointed in the company, it is to be informed to the board that
financial position of company is not very so appointment of whole time
company secretary will be an addition burden on the financial position
of company, however the board is doing continuous effort to increase
the revenue of company and will also ensure to appoint a whole time
company secretary in near future.
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, 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 of Directors & Key Managerial Personnel
During the year under review, the members approved the appointments of
Mr. Harish Kumar Chauhan and Ms. Preeti Sharma as Non-Executive
Independent Directors of the Company who are not liable to retire by
rotation.
The members also appointed Mr. Omprakash Ramashankar Pathak as Whole
Time Director of the Company for a period of 3 years with effect from
1st March, 2014 to 28th February, 2017 and fixed the terms and
condition of such appointment including remuneration.
During the year under review, the board has appointed Ms. Deepa Kumari
as Chief Financial Officer of the Company in their duly convened Board
Meeting held on 12th August, 2014.
All Independent Directors has 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 Clause 49 of the
Listing Agreement.
* Cessation of Directors
During the year Mr. Akhilesh Chandra Khare ceased from the Directorship
of the Company w.e.f. 5th May, 2015.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT-9, as required under Section 92 of Companies Act, 2013, is included
in this report as Annexure C and forms an integral part of this report.
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 of each Board Meeting was
given in writing to each Director.
In the Financial Year 2014-15, the Board met seven (7) times. The
meetings were held on 27/05/2014, 12/08/2014, 06/09/2014, 30/09/ 2014,
14/11/2014, 14/02/2015 and 25/03/2015. The interval between two
meetings was well within the maximum period mentioned under Section 173
of Companies Act, 2013 and Clause 49 of the Listing Agreement
AUDIT COMMITTEE
The present Audit Committee of the board comprises of three Directors
with independent directors forming a majority, namely, Mr. Harish Kumar
Chauhan, Non-Executive Independent Director is the Chairman of the
Committee and Ms. Preeti Sharma, Non-Executive Independent Directors
and Mr. Omprakash Ramashankar Pathak, Executive Promoter Directors 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.
NOMINATION AND REMUNERATION COMMITTEE
The present Nomination and Remuneration Committee of the Board
comprises of three Non Executive Directors, namely, Mr. Harish Kumar
Chauhan, Non-Executive Independent Director is the Chairman of the
Committee and Ms. Preeti Sharma, Non-Executive Independent Directors
and Mr. Ankit Rathi, Non-Executive Directors are members of the
Committee.
All the recommendations made by the Nomination and Remuneration
Committee were accepted by the Board.
Further, the terms of reference and other related matters of Nomination
and Remuneration Committee forms an integral part of Corporate
Governance Report as part of Annual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board comprises of two
members, namely, Mr. Ankit Rathi, Non-Executive Director, Chairman of
the Committee. The other member of Stakeholders Relationship Committee
includes Mr. Harish Kumar Chauhan, Non- Executive Independent Director.
Further, the roles & responsibility and other related matters of
Stakeholders Relationship Committee forms an integral part of Corporate
Governance Report a part of Annual Report.
RISK MANAGEMENT COMMITTEE
The Risk Management Committee of the Board comprises of two members,
namely, Mr. Omprakash Ramashankar Pathak, Whole Time Director, is the
Chairman of the committee. The other member of Risk Management
Committee includes Mr. Ankit Rathi, Non-Executive, Director.
Further, the roles and responsibility and other related matters of Risk
Management 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. 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
Director, Key Managerial Personnel and Senior Management of the
Company. The details of this policy are attached herewith as Annexure D
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 E 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
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review 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. SchedulelV 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.
FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS
The details of programmes for familiarization of Independent Directors
with the Company, their roles and responsibilities of 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/
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 Clause 49 of the Listing Agreement entered
into with the Stock Exchanges. A separate section on Report of
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement, form part of the Annual Report.
The requisite certificate from the Auditor's regarding compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges is attached as Annexure F of
the Director's Report.
MANAGEMENTS' DISCUSSION AND ANALYSIS REPORT
Managements' Discussion and Analysis Report for the year under review,
as stipulated under clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming Annexure
G of the Director's Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the 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, there is no employee in the company,
which draw the remuneration in excess of the limits set out in the said
rules.
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 H .
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 2014 -
2015, 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 thereof:
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 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, 2015; 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, 2015 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 Bombay Stock Exchange.
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) As there is no subsidiary or holding company of your company, so
Whole Time Director of the company does not receive any remuneration or
commission from any of such companies.
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.
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/-
Date: 27.08.2015 O.P.Pathak Ankit Rathi
Place: New Delhi (WholeTime Director) (Director)
DIN No.-01428320 DIN No.-01379134
Mar 31, 2014
Dear Members,
The Directors have immense pleasure in presenting the 22nd Annual
Report on the business and operations of the Company together with the
Audited Financial Statement of Accounts for the Financial Year Ended
March 31, 2014.
SUMMARISED FINANCIAL HIGHLIGHTS
Current Year Previous Year
2013-14 2012-13
Turnover 5730453.94 3722548.00
Expenditure 37666564.36 2294600.60
Depreciation 607784.00 603827.00
Profit / Loss after depreciation (31936110.42) 1427947.40
W/off & Deferred tax liability 107540.00 116997.00
Profit/ (Loss) for the year 32043650.42 1310950.40
REVIEW OF OPERATIONS
During the year, your Company has achieved the turnover of Rs.
5730453.94 against Rs. 3722548.00 attained in the last year. Your
directors expect that the initiatives undertaken will result in
improvement in financial results in the coming years.
TRANSFER TO RESERVES
Your Company has not made any transfer to Reserves during the financial
year 2013 - 2014
DIVIDEND
For the year under review, your Company does not recommend any dividend
in the absence of profits.
DIRECTORS
Retire by Rotation
Mr. Omprakash Ramashankar Pathak (DIN-01428320) retires by rotation at
the ensuing Annual General Meeting and being eligible, has offered
himself for re- appointment. He was appointed to fill the casual
vacancy caused by death of Mr. Ashok Agarwal.
Cessation of Directors
Mr. Akhilesh Chandra Khare ceased to be Director of the company w.e.f.
May 5th, 2014.
Appointment of Directors
The Board of Directors after recommendation of Nomination and
Remuneration Committee of your Company recommends the appointment of
Mr. Omprakash Ramashankar Pathak as Whole -time Director of the company
for a period of three years with effect from 1st March, 2014 to 28th
February, 2017.
The Board of Directors after recommendation of Nomination and
Remuneration Committee of your company recommends the appointment of
Mr. Harish Kumar Chauhan as an Independent Director for a term of five
consecutive years i.e. from conclusion of this Annual General Meeting
upto 31st March, 2019.
The Board of Directors after recommendation of Nomination and
Remuneration Committee of your company recommends the appointment of
Ms. Preeti Sharma as an Independent Director for a term of five
consecutive years i.e. from conclusion of this Annual General Meeting
upto 31st March, 2019.
Material Changes and Commitments after the date of close of
financial year 2013 - 14
There is no material changes and commitment affecting the financial
position of company after the close of financial year 2013-2014 till
the date of report.
AUDITORS
M/s Soni Gulati & Co., Chartered Accountants as Statutory Auditors of
the Company to hold office from the conclusion of this Annual General
Meeting until the conclusion next Annual General Meeting and to fix
their remuneration as may be decided by the Board of Directors.
The Company has received a letter from them to the effect that their
appointment, if made, would be within the limits prescribed u/s 139 of
the Companies Act, 2013, and they are not disqualified for such an
appointment, under the provisions of the Companies Act, 2013. Ac-
cordingly, M/s. Soni Gulati & Co., Chartered Accountants, are re-
quired to be reappointed as Statutory Auditors of the Company at the
ensuing Annual General Meeting.
The Audit Committee and your Board recommends their appointment as
Statutory Auditors of the Company.
AUDITOR''S REPORT
The notes on accounts referred to in the Auditors Report are self
explanatory and there are no adverse remarks or qualification in the
Report and therefore, do not need any further comment.
LISTING OF SECURITIES
The Company''s Equity Shares are listed on the Bombay Stock Exchange
Limited.
PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISIONS OF SECTION 217 (2A)
OF THE COMPANIES ACT, 1956
As required by the provisions of Section 217 (2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended, no employee of the company is in receipt of remuneration in
excess of the limits prescribed there under.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND RESEARCH AND 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
217(1)(e) of the Companies Act,1956 read with the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988 are
given hereunder:
ENERGY CONSERVATION
There is no manufacturing activity carried on in the company. The
company has done its best efforts to save electricity & energy.
TECHNOLOGY ABSORPTION, ADAPTION, INNOVATION AND RESEARCH & DEVELOPMENT
No research & development or technical absorption or adaption &
innovation took place in the company during the Financial Year 2013 -
2014.
FOREIGN EXCHANGE EARNINGS & 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
Pursuant to the requirement under Section 217(2AA) of the Companies Act
1956 with respect to Directors'' Responsibility Statement, it is hereby
confirmed that:
1. In the preparation of the annual accounts for the period ended
31.03.2014, the applicable Accounting Standards have been followed
along with proper explanation relating to material departures;
2. The directors had selected such accounting policies and applied
them consistently and made judgments & estimates that were reasonable &
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the year and of the Loss of the company for
the financial year under review;
3. The Directors had taken proper & sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act 1956 for safeguarding the assets of the
Company; and for prevention and detection of fraud and other
irregularities;
4. The Annual Accounts for the year ended 31st March, 2014 have been
prepared on a going concern basis.
INDUSTRIAL RELATIONS
Since the company is not into any kind of manufacturing activity, there
is no matter to discuss about the industrial relations and the company
is maintaining cordial relations with its staff members.
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 Clause 49 of the Listing Agreement entered
into with the Stock Exchanges. A separate section on Report of
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement, form part of the Annual Report.
The requisite certificate from the Auditors of the Company regarding
compliance of conditions of Corporate Governance as stipulated under
Clause 49 of the Listing Agreement with the Stock Exchanges is attached
as Annexure B of the Director''s Report.
DEPOSITS FROM PUBLIC
During the year under review, the Company has not accepted any public
deposit within the meaning of Section 58A of the Companies Act, 1956
read with the Companies (Acceptance of Deposits) Rules, 1975 as amended
up to date.
MANAGEMENTS'' DISCUSSION AND ANALYSIS REPORT
Managements'' Discussion and Analysis Report for the year under review,
as stipulated under clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming Annexure
A of the Director''s Report.
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 Board of Directors
For BITS LIMITED
Sd/- Sd/-
Place: New Delhi AnkitRathi CmprakashRamashankarPathak
Date:06.092014 (Director) (WholeTime Director)
DIN No. 01379134 DIN No.01428320
Mar 31, 2011
The Directors have immense pleasure in presenting the Nineteenth
Annual Report on the business and operations of the Company together
with the Audited Statement of Accounts for the year ended March
31,2011.
FINANCIAL HIGHLIGHTS
Current Year Previous Year
2010-11 2009-10
(Rs. in Lac) (Rs. in Lac)
Total Income 163.22 227.57
Total Expenditure 163.88 222.36
Depreciation 6.04 6.55
Profit / Loss after Depreciation, (6.70) (1.34)
W/off & Deferred tax liability 1.97 1.11
Profit/(Loss) for the year (8.67) (2.45)
REVIEW OF OPERATIONS
During the year, your Company has achieved the turnover of Rs. 163.22
Lac against Rs.227.57 Lac attained in the last year.
DIVIDEND
For the year under review, your Company does not recommend any dividend
in the absence of profits.
DIRECTORS
Mr. Kapil Kumar retires by rotation at the ensuing Annual General
Meeting and being eligible, has offered himself for re- appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2 AA) of the Companies
Act 1956 with respect to Directors' Responsibility Statement, it is
hereby confirmed that: D In the preparation of the annual accounts for
the period ended 31.03.2011, the applicable Accounting Standards have
been followed along with proper explanation relating to material
departures;
D The directors had selected such accounting policies and applied them
consistently and made judgments & estimates that were reasonable &
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the year and of the Loss of the company for
the financial year under review; D The Directors had taken proper &
sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of Companies Act 1956 for safeguarding
the assets of the Company; and for prevention and detection of fraud
and other irregularities; D The Annual Accounts for the year ended 31st
March, 2011 have been prepared on a going concern basis.
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 Clause 49 of the Listing Agreement entered
into with the Stock Exchanges. A separate section on Corporate
Governance and a certificate from the Auditors of the Company regarding
compliance of conditions of Corporate Governance as stipulated under
Clause 49 of the Listing Agreement with the Stock Exchanges, form part
of the Annual Report.
PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISIONS OF SECTION 217(2A)
OF THE COMPANIES ACT, 1956
As required by the provisions of Section 217(2 A) of the Companies Act,
1956, read with Companies (particulars of Employees) Rules, 1975 as
amended, no employee of the Company is in receipt of remuneration in
excess of the limits prescribed there under.
DEPOSITS FROM PUBLIC
During the year under review, the Company has not accepted any public
deposit within the meaning of Section 58A of the Companies Act, 1956
read with the Companies (Acceptance of Deposits) Rules, 1975 as amended
up to date.
Energy Conservation, Technology Absorption and Research & Development
and Foreign Exchange Earnings and Outgo
Energy Conservation:-
The particulars in respect of Energy Conservation are not applicable to
your Company in terms of Section 217(1) (e) read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988.
Technology Absorption and Research & Development
As required under Rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, the particulars relating
to Technology Absorption and Research and Development are not
applicable to your Company
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.
PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISIONS OF SECTION 217(2A)
OF THE COMPANIES ACT, 1956
As required by the provisions of Section 217(2A) of the Companies Act,
1956, read with Companies (particulars of Employees) Rules, 1975 as
amended, no employee of the Company is in receipt of remuneration in
excess of the limits prescribed there under.
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 Board
For Bits Limited
Sd/- Sd/-
Place: Mumbai Ram Kumar Yadav Ashok Agarwal
Date: 10.08.2011 (Whole Time Director) (Director)
Mar 31, 2010
The Directors have immense pleasure in presenting the Eighteenth
Annual Report on the business and operations of the Company together
with the Audited Statement of Accounts for the year ended March
31,2010.
FINANCIAL HIGHLIGHTS
The financial results of the Company are summarized as under: -
(Rs. In Lac)
Year Ended Year Ended
Particulars 31st March, 2010 31st March,2009
Income from Operation 198.17 308.70
Other Income 29.40 40.40
Gross Income 227.57 349.10
Expenditure 222.37 333.32
Gross Profit/ (Loss) before
Depreciation 5.20 15.78
Depreciation 6.54 28.10
Exceptional
Items:
Less: Loss on forfeiture of
warrants - 18.90
Profit/ (Loss) for the year
after exceptional items (1.34) (31.22)
Add: Deferred tax
liability (1.11) 3.70
Net Profit/ (Loss) for the
year (2.45) (27.52)
Balance brought
forward (796.36) (768.84)
Deferred Tax Liability of
earlier years--
Net Balance (798.81) (796.36)
Balance Carried over
to the Balance Sheet (798.81) (796.36)
Transfer to Balance Sheet| (798.81) (796.36)
REVIEW OF OPERATIONS
During the year, your Company has achieved the turnover of Rs. 227.58
Lac against Rs. 349.10 Lac attained in the last year.
DIVIDEND
For the year under review, your Company does not recommend any dividend
in the absence of profits.
DIRECTORS
Mr. Ashok Agarwal retires by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment.
AUDITORS
M/s. SONI GULATI & CO., Chartered Accountants, Statutory Auditors of
the Company, retire at the ensuing Annual General Meeting and are
eligible for re - appointment. The Company has received a letter from
them to the effect that their appointment, if made, would be within the
limits prescribed u/s 224(1B) of the Companies Act, 1956, and they are
not disqualified for such an appointment, within the meaning of Sub-
section (3) and (4) of Section 226 of the Companies Act, 1956.
Accordingly, M/s. SONI GULATI & CO., Chartered Accountants, are
required to be reappointed as Statutory Auditors of the Company at the
ensuing Annual General Meeting.
The Audit Committee and your Board recommend their reappointment as
statutory auditors of the Company.
AUDITORS REPORT
The Company does not have an internal audit system though its paid up
capital & reserve is exceeding Rs. 50 Lacs as at 1st April, 2009.
LISTING OF SECURITIES
The Companys Equity Shares are listed on the Bombay Stock Exchange. Ã
PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISIONS OF SECTION 217(2A)
OF THE COMPANIES ACT, 1956
As required by the provisions of Section 217(2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975 as
amended, no employee of the Company is in receipt of remuneration in
excess of the limits prescribed thereunder.
DEPOSITS FROM PUBLIC
During the year under review, the Company has not accepted any public
deposit within the meaning of Section 58A of the Companies Act, 1956
read with the Companies (Acceptance of Deposits) Rules, 1975 as amended
up to date.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Energy Conservation;-
The particulars in respect of Energy Conservation are not applicable to
your Company in terms of Section 217(1) (e) read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988.
Technology Absorption and Research & Development
As required under Rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, the particulars relating
to Technology Absorption and Research and Development are not
applicable to your Company
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.
DIRECTORS RESPONSIBILITY STATEMENT
The requirement under Section 217(2AA) of the Companies Act 1956 with
respect to Directors Responsibility Statement has been adhered to in
the annual Report. It is hereby confirmed that:
1. In the preparation of the annual accounts for the year ended
31.03.2010, the applicable Accounting Standards have been followed
along with proper explanation relating to material departures;
2. The directors have selected such accounting policies and applied
them consistently and made judgments & estimates that were reasonable &
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the year and of the Loss of the company for
the financial year under review;
3. The Directors had taken proper & sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act 1956 for safeguarding the assets of the
Company; and for prevention and detection of fraud and other
irregularities;
4. The Annual Accounts for the year ended 31st March, 2010 have been
prepared on a going concern basis.
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 Clause 49 of the Listing Agreement entered
into with the Stock Exchanges. A separate section on Corporate
Governance and a certificate from the Auditors of the Company regarding
compliance of conditions of Corporate Governance as stipulated under
Clause 49 of the Listing Agreement with the Stock Exchanges, form part
of the Annual Report.
SUBSIDIARY COMPANIES
Romano Investments Private Limited, a non listed company is the wholly
owned subsidiary of the Company. As per Section 212 of the Companies
Act, 1956, the statement of account of the above said subsidiary
company is attached with the balance sheet of the Company.
INDUSTRIAL 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.
For and on behalf of the Board
For BITS Limited
Sd/-
Dated: 30.08.2010
(Ashok Agarwal)
Place: Mumbai Chairman