<dhhead>DIRECTORS REPORT</dhhead>
Dear Members,
We are pleased to present the 35,h Annual Report and the Audited Statements
of Accounts of the Company for the year ended 31st March, 2024.
PERFORMANCE OF THE COMPANY
The Company's performance is summarized below:
FINANCIAL RESULTS
PARTICULARS |
2023-2024 |
2022-2023 |
Income from operation |
3007.73 |
1345.32 |
Other Income |
49.98 |
2.12 |
Profit before Depreciation and
Exceptional Items |
63.22 |
49.99 |
Less: Depreciation |
- |
- |
Add/(Less): Exceptional
items |
- |
- |
Profit/ (Loss) before Tax |
63.22 |
49.99 |
Less: Provision for Taxation |
6.69 |
4.49 |
Profit/ (Loss) after Tax |
56.53 |
45.50 |
REVIEW OF OPERATIONS
During the financial year under review, the total income was Rs. 3057.71 Lakhs as
against the income of Rs. 1347.44 Lakhs in the previous financial year. The Company has
earned Net Profit of Rs.56.53 Lakhs as against net Profit of Rs.45.50 in the previous
financial year.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the Company
have occurred between the end of the Financial Year of the Company to which the Financial
Statement relate and the date of this report.
INDIAN ACCOUNTING STANDARDS
Pursuant to the notification dated February 16,2015 issued by the Ministry of Corporate
Affairs, the Company has adopted the Indian Accounting Standards (ind AS")
notified under the Companies (Indian Accounting Standard) Rules, 2015. Accordingly, the
Financial Statements have been prepared in compliance with Ind AS.
DIVIDEND
With a view to conserve funds for the operations of the Company your Directors have not
recommended any Dividend on the Equity Shares for the Financial Year under review.
TRANSFER TO RESERVES
There has been no transi'er to reserves in the current Financial Year under review.
EMPLOYEE STOCK OPTION SCHEME
No shares have been issued or allotted under any Employee Stock Option Scheme during
the FY 2023-24.
SHARE CAPITA!,
The paid-up Equity Share capital as on 31st March, 2024 was Rs. 696.03 Lakhs
including Rs.32.03 Lakhs towards forfeited shares.
ANNUAL RETURN
Pursuant to Section 92(3) read with section 134(3) (a) of the Companies Act, 2013,
copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of
the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are
placed on the website of the Company and is accessible at the website of the Company at
www.bloom- industries.com
PUBLIC DEPOSITS
During the year under review, the Company has not accepted or renewed any deposits
falling within the purview of provisions of Section 73 of the Companies Act, 2013 read
with The Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirements for
furnishing of details of deposits which are not in compliance with Chapter V of the Act is
not applicable.
LISTING WITH STOCK EXCHANGE
The Company continue to remain listed at Bombay Stock Exchange Limited (BSE) Mumbai.
The Annual listing fees for the year 2023-24 have been paid to the Stock Exchange where
the Companys shares are listed.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, as required under the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations,
2015 (SEBI LODR 2015), is forming part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) of the Companies Act, 2013 with respect to the
Director's Responsibility Statement, it is hereby confirmed:
a. That in preparation of Annual Accounts for the Financial Year ended 31st
March. 2024, the applicable Accounting Standards have been followed along with proper
explanation relating to material departures.
b. That the Directors have selected such Accounting Policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of state of affairs of the Company at the end of the Financial
Year and of the Profit & Loss of the Company for that period.
c. The Directors have taken proper and 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.
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 Company
and that such internal financial control is adequate and was operating effectively.
The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
REPORT ON CORPORATE GOVERNANCE
In terms of Regulation 15(2)(a) of SEBI(LODR), Regulations 2015, the compliance with
the Corporate Governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21,
22, 23, 24, 24A, 25, 26, 27 and Clauses (b) to (i) and (t) of sub-regulation (2) of
Regulation 46 and paragraphs C, D and E of Schedule V are not applicable to the Company as
the paid up share capital of the Company is less than 10 crores and its Net Worth does not
exceed 25 crores as on 31st March, 2024.
ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Particulars with respect 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 Rule 8(3) of The Companies (Accounts) Rules, 2014 and
forming part of the Directors' Report for the year ended 31s1 March. 2024 are
as under:
(A) POWER AND FUEL CONSUMPTION
Electricity at factory' |
2023-24 |
2022-23 |
Purchase Unit (KWH) |
: 0 units |
0 units |
Total Amount |
: Rs. 0/- |
Rs. 0/- |
Rate/ Unit |
: Rs. 0/- |
Rs. 0/- |
(B) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
No Research and Development work has been carried out by the Company and therefore,
there 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.
DISCLOSURE UNDER SECTION 197Q2) OF THE COMPANIES ACT, 2013
The Company does not have any employee receiving remuneration exceeding the limits
specified in Section 197(12) of the Companies Act, 2013. Hence the requirements as
specified in Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are not applicable to the Company.
Disclosure pertaining to Remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are kept at the Registered Office for
inspection 21 days before the date of Annual General Meeting of the Company Pursuant to
Section 136 of the Companies Act, 2013 and members, if any interested in obtaining the
details thereof shall make specific request to the Compliance Officer of the Company in
this regard.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act, 2013 and
Articles of Association of the Company, Mr. Vikash Gupta (DIN-01326705), Director of the
Company, retires by rotation at the ensuing Annual General Meeting and being eligible has
offered himself for re-appointment.
The Independent Directors of the Company are highly competent, educated and qualified
with relevant experience and expertise. They contribute in various ways in the growth and
development of the Company.
None of the Independent Directors had any pecuniary relationship or transactions with
the Company during Financial Year 2023-24. None of the Directors or Key Managerial
Personnel (KMP) of the Company is related inter-se.
As per the information available with the Company, none of the Directors of the Company
are disqualified for being appointed as a Directors as specified in Section 164(2) of the
Companies Act, 2013.
There was no changes in Key Managerial Personnel during the year under review.
POLICY ON DIRECTORS APPOINTMENT AM) REMUNERATION
The Companys policy on Directors Appointment and Remuneration including criteria
for determining qualifications, positive attributes, independence of a Director and other
matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 is
available on Companys website at the link httn: \\ ww.bloom-industries.coni im
estorrclation corpor-ate policies and code.
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. JOINT VENTURES
OR ASSOCIATE COMPANIES DURING THE YEAR-NIL
BOARD EVALUATION
Pursuant to Section 178(2) of the Companies Act, 2013, the Nomination and Remuneration
Committee has carried out evaluation of performance of every Director. The Board has
carried out an Annual performance evaluation of its own performance, of the Directors
individually as well as evaluation of the working of its various Committees. The
performance evaluation of Independent Directors was carried out by the entire Board
excluding the Director being evaluated. The performance evaluation of the Chairman and
Non-Independent Director was carried out by the Independent Directors at their separate
Meeting.
DECLARATION BY INDEPENDENT DIRECTORS:
Necessary declarations have been obtained from all the Independent Directors that they
meet the criteria of independence under sub-section (6) of Section 149 of the Companies
Act, 2013 and as per Regulation 25 read with Regulation 16 of SEBI LODR Regulations. In
the opinion of the Board there has been no change in the circumstances which may affect in
the status of independent directors of the Company and the Board is satisfied of the
integrity, expertise and experience (including proficiency in terms of Section 150(1) of
the Companies Act, 2013 and applicable rules thereunder of all Independent Directors on
the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014. Independent Directors of the Company have
undertaken requisite steps towards the inclusion of their names in the databank of
Independent Directors maintained with the Indian Institute of Corporate Affairs.
MEETINGS OF THE BOARD
The details of the number of Meetings of the Board held during the Financial Year
2023-24 is as under:
Name of the Director |
Number of Board meetings held |
Number of Board Meetings
attended |
Attende d last AGM |
Shareholding in the Company as
of March 31,2024 (No. of Shares) |
Mr. Rajendra Prasad Gupta |
6 |
6 |
Yes |
13,73,300 |
Mr. Akash Gupta |
6 |
5 |
Yes |
10,25,000 |
Mr. Vikash Gupta |
6 |
6 |
Yes |
10,47,700 |
Mr. Srikant Mundhra |
6 |
6 |
Yes |
NIL |
Mrs. Sonuka Gupta (*Resigned
wef. 29-05-2023) |
6 |
0 |
NA |
NIL |
Mrs. Anu Gupta (*Resigned
wef. 11-08-2023) |
6 |
0 |
NA |
NIL |
Mrs. Parul Johari (*A
ppoinled wef. 29-05-2023) |
6 |
4 |
Yes |
NIL |
Mr. Ajay Kumar Sinha
(*Appointed wef. 11-08-2023) |
6 |
4 |
Yes |
NIL |
COMMITTEES OF THE BOARD
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 entrusted with the responsibility to
supervise the Companys 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. The
Audit Committee comprised of 3 Members:
Sr.No. |
Name |
Designation |
1 |
Mr. Vikash Gupta |
Non- Executive Non-Independent
Director |
2. |
Mrs. Sonuka Gupta (*Resigned
wef.29-05-2023) |
Independent Director |
3. |
Mrs Anu Gupta (*Resigned wef.
11-08-2023) |
Independent Director |
4. |
Mr. Srikant Mundhra (*Appointed
wef. 11-08-2023) |
Independent Director |
5. |
Mrs. Parul Johari
(*Appointed wef. 29-05-2023) |
Independent Director |
MEETINGS AND ATTENDANCE:
The Audit committee met Five (5) times during the Financial Year 2023-24. The Committee
met on 29th May, 2023, 11th August 2023, 08th November, 2023, 09th November
2023 and 13th February 2024. The Necessary quorum was present for all Meetings. The table
below provided Attendance of the Audit Committee Members.
Sr No |
Name of the Director |
Position |
Category |
Meetings Attended |
1. |
Mr. Vikash Gupta |
Member |
Non-Executive NonIndependent
Director |
5 |
2. |
Mrs. Sonuka Gupta (?Resigned
w.e.f 29-05-2023) |
Member |
Independent Director |
1 |
3. |
Mrs. Parul Johari (?Appointed
w.e.f. 29-052023) |
Member |
Independent Director |
4 |
4. |
Mrs. Anu Gupta (*Resigned w.e.f
11-08-2023) |
Chairman |
Independent Director-Chairman |
2 |
5. |
Mr. Srikant Mundhra (?Appointed
w.e.f. 11-08-2023) (?Chairman w.e.f. 08-11-2023) |
Chairman |
Independent Director-Chairman |
3 |
(b) 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 of
Auditors of the Company.
ii. Review and monitor the Auditors Independence and performance, and effectiveness of
Audit process.
iii. Examination of the financial statement and Auditors Report thereon.
iv. Approval or any subsequent modification of transaction of the Company with related
parties.
Provided that the Audit Committee may make Omnibus Approval for related party
transactions proposed to be entered into by the Company subject to such consultations as
may be prescribed.
v. Scrutiny of Corporate Loans and Investments.
vi. Valuation of undertakings or assets of the Company wherever it is necessary.
vii. Evaluation of internal financial controls and 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 scope
of Audit, including the observations of the Auditors and review of Financial Statements
before their submission to the Board and may also discuss any related issues with the
Internal 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.
(c) FUNCTION:
The Audit Committee, while reviewing the Annual Financial Statement also review' the
applicability of various Accounting Standards (AS) referred to in Section 133 of the
Companies Act, 2013. Compliance of the Accounting Standard as applicable to the Company
has been ensured in the preparation of the Financial Statement for the year ended 31st
March, 2024.
Besides the above Chairman, Whole-Time Director, Chief Financial Officer, Business
heads of the Company divisions and the representatives of the Statutory Auditors 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) and
review the finding of investigation in the cases of material nature and the action taken
in respect thereof.
NOMINATION AND REMUNERATION COMMITTEE
(a) COMPOSITION:
The Board of Directors has framed policy which lays down a framework in relation to
remuneration of Directors. Key Managerial Personnel and Senior Management of the Company.
This policy also lays down criteria for selection and appointment of Board Members. The
Constitution of the Nomination and Remuneration Committee comprises of 3 Members:
Sr. No. |
Name |
Designation |
1 |
Mr Vikash Gupta |
Non-Executive Director |
2 |
Mrs. Anu Gupta (*Resigned
w.e.f.l 1-08-2023) |
Independent Director |
3 |
Mrs. Sonuka Gupta (*Resigned
w.e.f.29-05-2023) |
Independent Director |
4 |
Mr. Srikant Mundhra
(*Appointed w.e.f. 11-08-2023) (* Chairman w.e.f. 08-11-2023) |
Independent Director |
5 |
Mrs. Parul Johari (?Appointed
w.e.f.29-05-2023) |
Independent Director |
(b) MEETING AND ATTENDANCE:
The Nomination & Remuneration Committee met Two (2) times during the Financial Year
2023-24. The Committee met on 29th May, 2023 & 11th August,
2023. The necessary quorum was present for all Meetings. The table below provided
Attendance of the Nomination & Remuneration Committee members.
Sr No. |
Name of the Director |
Position |
Category |
Meetings Attended |
1. |
Mrs. Anu Gupta (?Resigned
wef.l 1-08-2023) |
Chairman |
Independent |
2 |
2. |
Mr. Vikash Gupta |
Member |
Non Executive Non Independent
Director |
2 |
3. |
Mrs. Sonuka Gupta (?Resigned
w.e.f.29-05-2023) |
Member |
Independent |
1 |
4. |
Mr. Srikant Mundhra (?Appointed
w.e.f 11-08-2023 (?Chairman w.e.f. 08-11-2023) |
Chainnan |
Independent |
0 |
5. |
Mrs. Parul Johari
(?Appointed wef. 29-05-2023) |
Member |
Independent |
1 |
(c) TERMS OF REFERENCE:
The Committees composition meets with requirements of Section 178 of the Companies Act,
2013. 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 appointed
in Senior Management in accordance with the criteria let down and to recommend to the
Board their appointment and removal and shall carry out evaluation of every Directors
performance.
2. To formulate the criteria for determining qualifications, positive attributes and
independence of a Directors and recommend to the Board a Policy relating to the
remuneration for the Directors, Key Managerial Personnel and other Employees.
3. To ensure that the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality required to run the
Company successfully.
4. To ensure that relationship of remuneration to performance is clear and meets
appropriate performance benchmark.
5. To ensure that remuneration to Directors, Key Managerial Personnel and Senior
Management involves balance between fixed and incentive pay reflecting short term and long
term performance objectives appropriate to the working of the Company and its goals.
6. The Company has updated its Nomination and Remuneration Policy for determining
remuneration of its Directors. Key Managerial Personnel and Senior Management and other
matters provided under Section 178(3) of the Companies Act, 2013 and Listing Regulations,
adopted by the Board. The details of this policy have been posted on the website of the
Company at: www.bloom-industries.com
STAKEHOLDERS RELATIONSHIP COMMITTEE;
(a) COMPOSITION:
The Board has reconstituted ShareholdersVInvestors Grievance Committee as Stakeholders
Relationship Committee in accordance with the provisions of the Companies Act, 2013. The
Stakeholders Relationship Committee comprised of:
Sr. No. |
Name |
Designation |
1 |
Mr Vikash Gupta |
Non-Executive Director |
2 |
Mrs. Anu Gupta (Resigned w.e.f.
11-08-2023) |
Independent Director |
3 |
Mrs. Sonuka Gupta (Resigned
w.e.f. 29-05-2023) |
Independent Director |
4 |
Mr. Srikant Mundhra (Chairman
w.e.f. 11-08-2023) |
Independent Director |
5 |
Mrs. Parul Johari (Appointed
w.e.f.29-05-2023) |
Independent Director |
(b) MEETINGS AND ATTENDANCE:
The Stakeholders Relationship Committee met Four (4) times during the Financial Year
2023- 24. The Committee met on 29th May, 2023, 11th August 2023, 09th November
2023 and 13th February 2024. The necessary quorum was present for all Meetings.
Sr No. |
Name of the Director |
Position |
Category |
Meetings Attended |
1. |
Mrs. Anu Gupta (Resigned wef.
11-08-2023) |
Chairman |
Independent |
2 |
2. |
Mr. Vikash Gupta |
Member |
Non Executive Non
Independent director |
4 |
3. |
Mrs. Sonuka Gupta (Resigned
wef.29-05-2023) |
Member |
Independent |
1 |
4. |
Mr. Srikant Mundhra
(Appointed wef. 11-08-2023) (Chairman wef. 09-11-2023) |
Chairman |
Independent |
2 |
5. |
Mrs. Parul Johari (Appointed
wef.29-05-2023) |
Member |
Independent |
3 |
(c) TERMS OF REFERENCE:
The Company with the assistance of the Registrar and Share Transfer Agent M/s. Purva
Sharegistry (India) Private Limited attend to all grievances of the Shareholders received
directly through SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of
Companies, etc. The Minutes of the Stakeholders Relationship Committee
Meetings are circulated 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
to the complete satisfaction of the Investors. Shareholders are requested to furnish their
Telephone Numbers and e-mail address to facilitate prompt action.
DETAILS OF SHAREHOLDERS COMPLAINTS RECEIVED, SOLVED AND PENDING SHARE TRANSFERS
COMPLAINTS:
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 / Other Statutory Bodies |
0 |
0 |
0 |
|
Total |
0 |
0 |
0 |
During the year, NIL complaints regarding non-receipt of shares sent for transfer.
Demat queries were received from the shareholders, all of which have been resolved. The
company had no transfers pending at the close of 31.03.2024.
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 |
RISK MANAGEMENT
The Company has laid down the procedures to inform to the Board about Risk assessment
and minimization procedures and the Board has formulated Risk Management policy to ensure
that the Board, its Audit Committee should collectively identify risk impacting the
Companys business and document, their process of risk identification and risk
minimization as a part of Risk Management Policy/Strategy. The Risk Management Policy of
the Company is available on Companys website at the link https://www.bloom-
industries.com/Default.aspx?PagelD=:3&ReportCatlD=12
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations.
Based on the report of Internal Auditors, corrective action is undertaken in the
respective areas and thereby strengthens the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.
During the year under review, no material or serious observation has been received from
the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
CORPORATE SOCIAL RESPONSIBILITY {( SR)
In accordance with the provisions of Section 135 read with Schedule VII of the
Companies Act, 2013 the Company is not required to adopt a CSR Policy outlining various
CSR activities to be undertaken by the Company.
BUSINESS RESPONSIBILITY REPORT
The Company is not required to comply with the requirements associated with Regulation
34(2)(f) of the Listing Regulations. 2015.
AUDITORS AND THEIR REPORTS
a. STATUTORY AUDITOR
M/s. Tibrewal Chand & Co., Chartered Accountants (Firm Regn No.: 311047E who is
holding office till the conclusion of 35th AGM and shall be appointed as the
Statutory Auditors of the Company to hold office from the conclusion of the Annual General
Meeting of 2024 and upto the conclusion of the Annual General Meeting to be held for 2029.
The Report given by the Statutory Auditor for the Financial Statements for the year
ended 31st March. 2024 read with Explanatory Notes thereon do not call for any
explanation or comments from the Board under Section 134 of the Companies Act, 2013.
b. SECRETARIAL AUDITOR
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 has
appointed M/s Gopinath Nayak & Associates, Practicing Company Secretaries, to conduct
Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report for the
Financial Year ended 31sl March, 2024 is annexed herewith marked as
"Annexure B" to this Report. The observations made by the Secretarial Auditor in
his report are self -explanatory and does not contain any qualification.
c. INTERNAL AUDITOR
M/s Pawan Shyam Associates, Chartered Accountants, has been appointed as Internal
Auditors for the financial year 2023-24. The Company has adequate system of internal
checks and controls and the functions of Internal Auditor is being looked after by the
Directors.
d. COST AUDITOR
The Company is not required to maintain Cost Audit Records as its turnover is less than
prescribed limit, Company not engaged in production of goods or providing services in
respect of which any order has been passed by the Central Government under Section 148 of
the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.
AUDITORS REPORT:
The Auditors' Report to the Shareholders does not contain any reservation,
qualification, or adverse remark. During the year under review, neither the statutory
auditors nor secretarial auditors have reported to the Audit Committee of the Board under
Section 143(12) of the Act, any instances of fraud committed against the Company by its
officers and employees, the details of which need to be mentioned in this Report.
BOARDS RESPONSE ON AUDITORS QUALIFICATION. RESERVATION OR ADVERSE REMARK OR
DISCLAIMER MADE
There are no qualifications, reservations or adverse remarks made by the Statutory
Auditors in their report or by the Practicing Company Secretary in their Secretarial Audit
for FY 2023-24. During the year, there has been no instances of frauds reported by
Auditors under Section 143(12) of the Companies Act, 2013.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREV ENTION, PROHIBITION
AND REDRESSAL) ACT. 2013
The Company has a Prevention of Sexual Harassment Policy in line with the requirements
of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. During the period under review, no complaint was received by the Internal Complaint
Committee.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company is incorporated under Whistle Blower Policy.
Protected Disclosure can be made by a Whistle Blower through an e-mail or to the Chairman
of the Audit Committee. The Policy on Vigil Mechanism and Whistle Blower Policy can be
accessed on the Companys Website at the link https://www.bloom-
industries.com/Default.aspx?PaueID=3&ReportCatID=12
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION
188(1) OF THE COMPANIES ACT, 2013
During the Financial Year 2023-24. your Company has entered into transactions with
Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with The
Companies (Specifications of Definitions details) Rules, 2014. The details of such
transaction are given in Notes of the Financial Statements forming part of this Annual
Report.
The Company has formulated policy on materiality of related party transactions and also
on dealing with related party transactions. The policy is available on the Companys
website: www.bloom-industries.com. The policy intends to ensure that proper reporting,
approval and disclosure processes are in place for all transactions between the Company
and Related Parties.
All Related Party Transactions are placed before the Audit Committee (for approval) as
well as the Board of Directors, on a quarterly basis. There has not been any Omnibus
approval for such transactions pursuant to Regulation 23 of the Listing Regulations, 2015.
PARTICULARS OF LOANS OR GUARANTEES GIVEN, SECURITIES PROVIDED OR INVESTMENTS MADE,
UNDER SECTION 186 OF THE COMPANIES ACT.2013
The details of Loans and Advances have been given in Notes of the Annual Report. The
Company has made/provided Investments during the year under report. However, the Company
has not given any Guarantee nor provided any Securities during the year under report.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Board has laid down Internal Financial Control Policy to be followed by the Company
and the policy is available on Companys website at the link https://www.bloom-
industries.com/Default.aspx?PageID=3&ReportCatID=12 The Company has in place adequate
internal financial controls with reference to financial statements. During the year
such controls were reviewed and no reportable material weakness in the operation was
observed.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS IMPACTING THE GOING
CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.
There are no significant and material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status and the Company's future operations.
HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS
The Company is maintaining cordial and healthy relations with its employees. Employees
at all levels are extending their full support. The Company has strong faith in potential
of human resources. It believes in the creative abilities of the people; those work for
the Company. It believes in the participatory management. The Company takes pride in the
commitment, competence and dedication shown by its employees in all areas of Business.
The Company is committed to nurturing, enhancing and retaining top talent through
superior Learning and Organizational Development. This is a part of Corporate HR function
and is a critical pillar to support the Organization's growth and its sustainability in
the long run.
KF.Y FINANCIAL RATIO
Key Financial Ratios for the financial year ended March 31, 2024, are provided in the
Management Discussion and Analysis Report.
SECRETARIAL STANDARDS
The company hereby affirms that during the year under review company has complied with
all the applicable secretarial standards (including any modifications or amendments
thereto) issued by the Institute of Company Secretaries of India.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12)
of the Act and the rules made thereunder.
GREEN INITIATIVE
Electronic copy of the Annual Report for FY 2023-24 and the Notice of ensuing AGM is
being sent to all shareholders whose email addresses are available in the demat account
and registered with Company's Registrar and Share Transfer Agent. Shareholders holding
shares in demat form are requested to update their email addresses with their Depository
Participant(s).
E-VOTING PLATFORM
In compliance with provisions of Section 108 of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules, 2014. your Company is registered with
CDSL for E-Voting Services to set up an electronic platform to facilitate shareholders to
cast vote in electronic form to exercise their right of voting at General Meetings/
business to be transacted by means of voting through e-voting or ballot paper as provided
under the Companies Act, 2013.
DIGITAL TRACKING OF INSIDER TRADING
The Securities Exchange Board of India (SEBT) has through amendment of SEBI
(Prohibition of Insider Trading) Regulations, 2015 has directed the Companies to identify
designated persons and maintain a structured digital database of all such designated
persons for prevention of Insider trading. Accordingly, the Company has established an
Insider Trading tracking and ensures proper compliance, monitoring and regulate trading by
insiders and process of sharing UPSI from time to time.
OTHER DISCLOSURES
1. The Company has not entered into any one-time settlement proposal with any Bank or
financial institution during the year under report.
2. As per available information, no application has been filed against the Company
under the Insolvency and Bankruptcy Code, 2016 nor any proceedings thereunder is pending
as on 31/03/2024.
CAUTIONARY STATEMENT
Statements in the Director's Report and the Management Discussion & Analysis
describing the Company's objectives, expectations or forecasts may be forward-looking
within the meaning of applicable securities laws and regulations. Actual results may
differ materially from those expressed in the statement. Important factors that could
influence the Company's operations include global and domestic demand and supply, input
costs, availability, changes in government regulations, tax laws, economic developments w
ithin the country and other factors such as litigation and industrial relations.
ACKNOWLEDGEMENTS
The Directors have pleasure to place on record their sincere appreciation to the
government authorities, Bankers, Financial Institutions, Consultants, Associates,
Investors, shareholders, employees, suppliers & contractors of the Company for the
valuable co-operation and assistance extended to the Company.
Your Directors are also pleased to record their appreciation for the dedication and
contribution made by employees at all levels who. through their competence and hard work,
have established Company to achieve better performance and look forward to their support
in future as well.
Place: Rourkcla Date: 07/09/2024 |
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