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
Rs. In I,:«khs
|
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 (‘find 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 transfer 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 CAPITAL
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
Company’s 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 SEBl(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 31st 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 Company’s 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
Company’s 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 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. 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 Non¬
Independent
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. 29-05¬
2023)
|
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
ComDanies Act. 2013. The Stakeholders RelationshiD 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 Company’s
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 Company’s website at the link https://www.bloom-
industries.com/Default.aspx?PagelD=:3&RepoitCatlD=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.
AUDITOR’S 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.
BOARD’S 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 REDRESSAD 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
Company’s Website at the link https://www.bloom-
industries.com/Default.aspx‘?PageID=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 Company’s 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 Company’s 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 COMPANY’S
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 (‘SEBI’) 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 wdthin 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.
By Order of the Board of Directors
Place: Rourkela
Date: 07/09/2024 Sd/ Sd/-
Akash Gupta Vikash Gupta
Whole time Director Director
(DIN :01326005) (DIN: 01326705)
Registered Office:
Plot No. P-25, Civil Township,
Rourkela, Sundargarh.
Odisha - 769004
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