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Bloom Industries Ltd.

BSE: 513422 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE373E01015
BSE 00:00 | 26 Mar Bloom Industries Ltd
NSE 05:30 | 01 Jan Bloom Industries Ltd
OPEN 6.22
PREVIOUS CLOSE 6.22
VOLUME 4000
52-Week high 6.22
52-Week low 3.95
P/E 69.11
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.22
CLOSE 6.22
VOLUME 4000
52-Week high 6.22
52-Week low 3.95
P/E 69.11
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bloom Industries Ltd. (BLOOMINDS) - Director Report

Company director report

To

The Members

Your Directors have great pleasure in presenting the Twenty Eight Annual Report and theAudited Statements of Accounts of the Company for the year ended 31 March 2017.

FINANCIAL RESULTS:-

PARTICULARS 2016-2017 2015-2016
Income from operation 1912253 2914948
Other Income 2907606 26.78.177
Profit before Depreciation and Exceptional Items 958219 2043683
Less: Depreciation 821567 1095479
Add/(Less): Exceptional items 26753412 -
Profit/ (Loss) before Tax 26890064 948204
Less: Provision for Taxation 5500000 180680
Profit/ (Loss) after Tax 21390064 767524
Less: Earlier Year Adjustment - -
Net Profit/(Loss) 21390064 767524
Add: Balance of Profit brought forward from previous year (8153152) (8920676)
Add: Depreciation for change of estimated life of fixed assets -
Balance Carried to Balance Sheet 13236912 (8153152)

REVIEW OF OPERATIONS

During the year under review the total income was Rs 4819859 as against the incomeof Rs. 5593125 of the previous year. The Company incurred net profit of Rs.21390064as against net Profit after tax of Rs.767524 in the previous year 2015-2016.

DIVIDEND

With a view to conserve funds for the operations of the Company. Your Directors havenot recommended any Dividend on the Equity Shares for the Financial Year under review.

EXTRACT OF ANNUAL RETURN

The details forming part of the Extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 are included in this report as Annexure A andforms an integral part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Sharad Kumar Gupta (DIN-00844289) Director ofthe Company retires by rotation at the ensuing Annual General Meeting and being eligiblehas offered himself for re-appointment.

All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013.

SHARE CAPITAL

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The paid up Equity Share capital as on 31 March 2017 was Rs. 50263000/-. During theyear under review the Company has not issued any shares with differential rights as toDividend Voting or otherwise or Convertible Debentures.

BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act 2013 the Nomination and RemunerationCommittee has carried out evaluation of performance of every Director. The Board hascarried out an Annual performance evaluation of its own performance of the Directorsindividually as well as evaluation of the working of its various Committees. Theperformance evaluation of Independent Director was carried out by the entire Boardexcluding the Director being evaluated. The performance evaluation of the Chairman andNon-Independent Director was carried out by the Independent Director at their separateMeeting.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of Meetings of the Board held during the Financial Year2016-17 is as under:

Name of the director Number of Board Meetings held Number of Board Meetings attended Attended last AGM Shareholding in th Company as of March 31 2017 (No. of shares)
Mr. Kamal Kumar Chaudhary 2 2 Yes 2717800
Mr. Sharad Kumar Gupta 6 6 Yes Nil
Mr. Rajesh Kumar Nagori 6 6 Yes Nil
Mr. Vinod Jakhoria 6 6 Yes Nil
Mrs. Sudarshini Chaudhary 6 6 Yes Nil
Mr. Ashish Chaudhary 4 4 Yes Nil

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company’s policy on Directors Appointment and Remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under subsection (3) of Section 178 of the Companies Act 2013 isavailable on Company’s website at the link http://www.bloom-industries.com/investorrelation/corporate policies and code.

INTERNAL FINANCIAL CONTROLS

The Board has laid down Internal Financial Control Policy to be followed by the Companyand the policy is available on Company’s website at the linkhttp://www.bloom-industries.com/investor relation/corporate policies & code. TheCompany has in place adequate internal financial controls with reference to financialstatements. During the year such controls were reviewed and no reportable materialweakness in the operation was observed.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEE GIVEN AND SECURITIES PROVIDED

The details of Loans and Advances have been given in Notes of the Annual Report. TheCompany has however has not made/provided any Investments Guarantee given and Securitiesprovided during the year under report nor there is any Investments Loans Guarantees asat 31 March 2017

VIGIL MECHANISM

The Vigil Mechanism of the Company is incorporated under Whistle Blower Policy.Protected Disclosures can be made by a Whistle Blower through an e-mail or to the Chairmanof the Audit Committee. The Policy on Vigil Mechanism and Whistle Blower Policy can beaccessed on the Company’s Website at the linkhttp://www.bloom-industries.com/investor relation/corporate policies & code.

RELATED PARTY TRANSACTIONS

During the Financial Year 2016-17 your Company has entered into transactions withRelated Parties as defined under Section 2(76) of the Companies Act 2013 read with TheCompanies (Specifications of Definitions details) Rules 2014. The details of suchtransaction are given in Notes of the Financial Statements forming part of this AnnualReport.

AUDITORS AND THEIR REPORTS

a. STATUTORY AUDITOR

M/s. Sarda Soni & Associates Chartered Accountants (Firm Registration Number:117235) who are Statutory Auditors of the Company hold office upto the forth coming AnnualGeneral Meeting are recommended for reappointment to audit the accounts of the Company forthe Financial Year 2017-18. As required under the provisions of Section 139 of theCompanies Act 2013 the Company has obtained written confirmation from M/s. Sarda Soni& Associates that their appointment if made would be in conformity with the limitsspecified in the said section.

The Report given by the Statutory Auditor for the Financial Statements for the yearended 31 March 2017 read with Explanatory Notes thereon do not call for any explanationor comments from the Board under Section 134 of the Companies Act 2013.

b. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed Nancy Jain Practising Company Secretaries to conduct Secretarial Audit forthe Financial Year 2016-17. The Secretarial Audit Report for the Financial Year ended 31March 2017 is annexed herewith marked as "Annexure A" to this Report. Theobservations made by the Secretarial Auditor in his report are self –explanatory.

c. INTERNAL AUDITOR

The Company has adequate system of Internal check and control and the functions ofInternal Auditor is being looked after by Whole Time Director and Chief Financial Officer.

d. COST AUDITOR

The Company is not required to maintain Cost Audit Records as its turnover is less thanRs. 1 Crore Company not engaged in production of goods or providing services in respectof which any order has been passed by the Central Government under Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014.

RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the risk aboutRisk assessment and minimization procedures and the Board has formulated Risk Managementpolicy to ensure that the Board its Audit Committee should collectively identify riskimpacting the Company’s business and document their process of risk identificationand risk minimisation as a part of Risk Management Policy/Strategy. The Risk ManagementPolicy of the Company is available on Company’s website at the linkhttp://www.bloom-industries.com/investor relation/corporate policies & code.

DISCLOSURES UNDER SECTION 197(12) OF THE COMPANIES ACT 2013

The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Disclosures pertaining to Remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are kept At the Registered Office forinspection 21 days before the date of Annual General Meeting of the Company Pursuant toSection 136 of the Companies Act 2013 and members if any interested in obtaining thedetails thereof shall make specific request to the Compliance Officer of the Company inthis regard.

CORPORATE GOVERNANCE

Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirement) 2015executed with the BSE Limited is not applicable to the Company pursuant to the circularno.: CIR/CFD/POLICY CELL/7/2014 dated September 15 2014 issued by the Securities andExchange Board of India and circular no.: DCS/COMP/10/2014-15 September 16 2014 issuedby the BSE Limited. As the paid up Share Capital of the Company is less than 10 crores andits Net Worth does not exceed 25 crores as on 31 March 2017. Hence the Corporategovernance Report is not included in this Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies Act 2013 with respect to theDirector’s Responsibility Statement it is hereby confirmed:

a. That in preparation of Annual Accounts for the Year ended 31 March 2017 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures.

b. That the Directors have selected such Accounting Policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of state of affairs of the Company at the end of the FinancialYear and of the Profit & Loss of the Company for that period.

c. The Directors have taken proper and sufficient care for the maintenance of adequateAccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

d. That the Directors have prepared the Annual Accounts on a going concern basis.

e. The Directors had laid down Internal Financial Control to be followed by the Companyand that such internal financial control are adequate and were operating effectively.

f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

COMMITTEES OF THE COMPANY

The details relating to all the Committees constituted by the Company are as follows:

Audit Committee

(a) COMPOSITION:

Audit Committee of the Board of Directors is interested with the responsibility tosupervise the Company’s internal financial controls and financial reporting process.The Composition and quorum are in accordance with Section 177 of the Companies Act 2013.All Members of the Audit Committee possess financial/accounting expertise/exposure. TheAudit Committee comprised of:

Sr.No. Name Designation
1 Mr. Rajesh Kumar Nagori Independent Director (Chairman of the Committee)
2 Mr. Vinod Kumar Jakhoria Non Executive Independent Director
3 Mrs.Sudarshini Chaudhary Non-Executive Non-Independent Director

(b) MEETINGS AND ATTENDANCE:

The Audit committee met Four (4) times during the Financial Year 2016-17. The Committeemet on 30 May 2016 06 August 2016 12 November 2016 and 13 February 2017. The Necessaryquorum was present for all Meetings. The Chairman of the Audit Committee was present atthe last Annual General Meeting of the company. The table below provided Attendance of theAudit Committee Members.

SR NO. NAME OF THE DIRECTOR POSITION CATEGORY MEETINGS ATTENDED
1. Mr. Rajesh Kumar Nagori Chairman Non-Executive Independent 4
2. Mr. Vinod Kumar Jakhoria Member Non-Executive Independent 4
3. Mrs. Sudarshini Chaudhary Member Non-Executive Non-Independent Director 4

(c) TERMS OF REFERENCE:

The terms of reference of the Audit Committee inter alia include the following:

i. The recommendation for appointment remuneration and terms of appointment ofAuditors of the Company.

ii. Review and monitor the Auditors Independence and performance and effectiveness ofAudit process.

iii. Examination of the financial statement and Auditors Report thereon.

iv. Approval or any subsequent modification of transaction of the Company with relatedparties. Provided That the Audit Committee may make Omnibus Approval for related partytransactions proposed to be entered into by the Company subject to such consultations asmay be prescribed.

v. Scrutiny of Corporate Loans and Investments. vi. Valuation of undertakings or assetsof the Company wherever it is necessary. vii. Evaluation of internal financial controlsand risk management system.

viii. Monitoring the end use of funds raised through public offers and related matters.

ix. Calling for the Comments of the Auditors about internal control system the scopeof Audit including the observations of the Auditors and review of Financial Statementsbefore their submission to the Board and may also discuss any related issues with theInternal and Statutory Auditors and Management of the Company.

x. Authority to investigate into any matter in relation to the item specified from (i)to (ix) above or referred to it by the Board.

(d) FUNCTION:

The Audit Committee while reviewing the Annual Financial Statement also review theapplicability of various Accounting Standards (AS) referred to in Section 133 of theCompanies Act 2013. Compliance of the Accounting Standard as applicable to the Companyhas been ensured in the preparation of the Financial Statement for the year ended 31March 2017.

Besides the above Chairman and Managing Director Whole-Time Director Chief FinancialOfficer Business heads of the Company divisions and the representatives of the StatutoryAuditors are permanent invitees of the Audit Committee Meetings.

The Audit Committee also oversees and reviews the functioning of Vigil Mechanism(implemented in the Company as a Risk Management Policy and Whistle Blower Policy) andreview the finding of investigation in the cases of material nature and the action takenin respect thereof.

NOMINATION AND REMUNERATION COMMITTEE

(a) COMPOSITION:

The Board of Directors has framed policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. TheConstitution of the Nomination and Remuneration Committee:

Sr.No. Name Designation
1 Mr. Rajesh Kumar Nagori Independent Director (Chairman of the Committee)
2 Mr. Vinod Kumar Jakhoria Non Executive Independent Director
3 Mrs.Sudarshini Chaudhary Non-Executive Non- Independent Director

(b) MEETINGS AND ATTENDANCE:

The Nomination and Remuneration Committee met One (1) times during the Financial Year2016-17.

The Committee met on 06 August 2016. The necessary quorum was present for allMeetings. The Chairman of the Nomination and Remuneration Committee was present at thelast Annual General Meeting of the company. The table below provided Attendance of theAudit Committee members.

SR NO. NAME OF THE DIRECTOR POSITION CATEGORY MEETINGS ATTENDED
1. Mr. Rajesh Kumar Nagori Chairman Non-Executive Independent 1
2. Mr. Vinod Kumar Jakhoria Member Non-Executive Independent 1
3. Mrs. Sudarshini Chaudhary Member Non-Executive Non-Independent Director 1

(c) TERMS OF REFERENCE:

The Committees composition meets with requirements of Section 178 of the Companies Act2013. The terms of reference of the Committee inter alia includes the following:

1. To identify persons who are qualified to become Directors and who may be appointedin SeniorManagement in accordance with the criteria let down and to recommend to the Boardtheir appointment and removal and shall carry out evaluation of every Directorsperformance.

2. To formulate the criteria for determining qualifications positive attributes andindependence of a Directors and recommend to the Board a Policy relating to theremuneration for the Directors Key Managerial Personnel and other Employees.

3. To ensure that the level and composition of remuneration is reasonable andsufficient to attract retain and motivate Directors of the quality required to run theCompany successfully.

4. To ensure that relationship of remuneration to performance is clear and meetsappropriate performance benchmark.

5. To ensure that remuneration to Directors Key Managerial Personnel and SeniorManagement involves balance between fixed and incentive pay reflecting short term and longterm performance objectives appropriate to the working of the Company and its goals.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

(a) COMPOSITION:

The Board has reconstituted Shareholders’/Investors Grievance Committee asStakeholders Relationship Committee in accordance with the provisions of the CompaniesAct 2013. The Stakeholders Relationship Committee comprised of:

Sr.No. Name Designation
1 Mr. Rajesh Kumar Nagori Independent Director (Chairman of the Committee)
2 Mr. Vinod Kumar Jakhoria Non Executive Independent Director
3 Mrs. Sudarshini Chaudhary Non-Executive Non- Independent Director

(b) MEETINGS AND ATTENDANCE:

The Stakeholders Relationship Committee met Four (4) times during the Financial Year2016-17. The Committee met on 30 May 2016 06 August 2016 12 November 2016 and 13February 2017. The necessary quorum was present for all Meetings. The Chairman of theStakeholders Relationship Committee was present at the last Annual General Meeting of thecompany. The table below provided Attendance of the Audit Committee Members.

SR NO. NAME OF THE DIRECTOR POSITION CATEGORY MEETINGS ATTENDED
1. Mr. Rajesh Kumar Nagori Chairman Non-Executive Independent 4
2. Mr. Vinod Kumar Jakhoria Member Non-Executive Independent 4
3. Mrs. Sudarshini Chaudhary Member Non- Executive Non-Independent Director 4

(c) TERMS OF REFERENCE:

The Company with the assistance of the Registrar and Share Transfer Agent M/s. PurvaShare registry (India) Private Limited attend to all grievances of the Shareholdersreceived directly through SEBI Stock Exchanges Ministry of Corporate Affairs Registrarof Companies etc. The Minutes of the Stakeholders Relationship Committee Meetings arecirculated to the Board and noted by the Board of Directors at the Board Meeting.Continuous efforts are made to ensure that grievances are more expeditiously redressed tothe complete satisfaction of the Investors. Shareholders are requested to furnish theirTelephone Numbers and e-mail address to facilitate prompt action.

(d) DETAILS OF SHAREHOLDERS COMPLAINTS RECEIVED SOLVED AND PENDING SHARE TRANSFERSCOMPLAINTS:

Sr. No. Nature of the complaint Received Replied Pending
1 Non-receipt of shares certificates lodged for transfer 0 0 0
2 Non-receipt of dividend warrants 0 0 0
3 Non-receipt of dividend warrants after revalidation 0 0 0
4 Non-receipt of share certificates lodged for split/ Bonus shares 0 0 0
5 Non Receipt of duplicate shares certificates 0 0 0
6 Letters from SEBI / stock Exchange 0 0 0
7 Letters from Department of Company Affairs / 0 0 0
Other Statutory Bodies
Total 0 0 0

During the year nil complaints regarding non-receipt of shares sent for transfer Dematqueries were received from the shareholders all of which have been resolved. The companyhad no transfers pending at the close of 31.03.2017.

REQUESTS:

Sr. No. Nature of the Requests Received Replied Pending
1 Receipt of dividend warrants for revalidation 0 0 0
2 Request for mandate correction on Dividend warrants 0 0 0
3 Request for duplicate Dividend warrant 0 0 0
4 Request for copy of Annual Report 0 0 0
5 Request for TDS Certificate 0 0 0
6 Request for exchange of split Share certificate 0 0 0
Total 0 0 0

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Particulars with respect to energy conservation technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 andforming part of the Directors’ Report for the year ended 31 March 2017 are annexedto this report.

(A) POWER AND FUEL CONSUMPTION

Electricity at factory 2016-17 2015-16
Purchase Unit (KWH) : 29364 units 49117 units
Total Amount : Rs. 2 96310/- Rs. 5 05345/-
Rate/ Unit : Rs. 10.09 Rs. 10.29

(B) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

No Research and Development work has been carried out by the Company and thereforethere is no expenditure on this head or any benefit accrued from it.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange Earning during the year is Rs. NIL and Outgo Rs. NIL.

ACKNOWLEDGEMENTS

The Directors have pleasure to place on record their appreciation for the valuableco-operation and assistance by the Company’s Bankers Financial InstitutionsAssociates Investors and Employees.

Your Directors are also pleased to record their appreciation for the dedication andcontribution made by employees at all levels who through their competence and hard workhave established Company to achieve better performance and look forward to their supportin future as well.

By Order of the Board of Directors
Ashish Chaudhary
Chairman
Place: Mumbai
Date: 09/08/2017
Registered Office:
5 Devpark Opp. Chandan Cinema
JV.P.D.Scheme Juhu Vile-Parle (W)
Mumbai 400049.