DIRECTORS' REPORT To, The Members, Your Directors have great pleasure in presenting the Twenty Sixth Annual Report and the Audited Statements of Accounts of the Company for the year ended 31st March, 2015. REVIEW OF OPERATIONS During the year under review, the total income was Rs. 4,350,720 as against the income of Rs.5,491,816 of the previous year. The Company incurred net loss of Rs. 3,80,502 as against net profit after tax of Rs. 5,41,090 in the previous year 2013-2014. DIVIDEND In view of accumulated brought forward losses, the Board of Directors do not recommend any Dividend. 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 the Companies Act, 2013, is included in this report as Annexure A and forms an integral part of this report. 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. Sharad Kumar Gupta (DIN: 00844289), Whole Time Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The Board of Directors on recommendation of Nomination and Remuneration Committee appointed Mrs. Sudarshini Chaudhary (DIN: 07084648) as an Additional Director with effect from 13th January, 2015 who holds the office till the conclusion of the ensuing Annual General Meeting. The Company has received a Notice in writing from a Member under Section 160 of the Companies Act, 2013 signifying his intention to propose Mrs. Sudarshini Chaudhary as candidate for the office of the Director of the Company and according she is being proposed to be appointed as a Director of the Company to be designated as Non-Executive Non- Independent Director. All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013. Mr. Rohit G. Lohia (DIN: 03216254) and Mr. Ashish Chaudhary (DIN: 01823244) resigned as Director of the Company w.e.f 13th January, 2015. The Board of Directors place on record their valuable services rendered to the Company during the tenure as Directors of the Company. SHARE CAPITAL The paid up Equity Share capital as on 31st March, 2015 was Rs. 47,060,000/-. During the year under review, the Company has not issued any shares with differential rights as to Dividend, Voting or otherwise or Convertible Debentures. 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 Director 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 Director at their separate meeting. POLICY ON DIRECTORS APPOINTMENT AND 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 subsection (3) of Section 178 of the Companies Act, 2013 is available on Company's website at the link <http://www.bloom-industries.com/investor> relation/corporate policies & code. 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 <http://www.bloom-industries.com/investor> relation/corporate policies & code. 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. 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 Note No. 11 of the Annual Report. The Company has however has not made/provided any Investments, Guarantee given and Securities provided during the year under report nor there is any Investments, Loans, Guarantees as at 31st March, 2015. 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 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 <http://www.bloom-industries.com/investor> relation/corporate policies & code. RELATED PARTYTRANSACTIONS During the Financial Year 2014-15, 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 Note No. 26 of the Financial Statements forming part of this Annual Report. AUDITORS ANDTHEIR 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 Annual General Meeting are recommended for reappointment to audit the accounts of the Company for the Financial Year 2015-16. As required under the provisions of Section 139 of the Companies 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 limits specified in the said section. The Report given by the Statutory Auditor for the Financial Statements for the year ended 31st March, 2015 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 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 has appointed Dr. S. K. Jain & Co., Practising Company Secretaries, to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report for the Financial Year ended 31st March, 2015 is annexed herewith marked as "Annexure A" to this Report. The observations made by the Secretarial Auditor in his report are self -explanatory. c. INTERNAL AUDITOR The Company is engaged in sharing, decoiling and corrugation of Hot rolled, Cold rolled and Galvanised (HR, CR and Galvanised) Coils abd also does job work of the said products at its factory at Taloja, District Raigad (Maharashtra). During the financial year 2014-15, the Company has earned Income of Rs. 22,31,097/-through job work. In view of insignificant scale of operations, the Company has not appointed External Internal Auditors. However, the Company has adequate system of Internal check and control and the functions of Internal 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 than Rs. 1 Crore, 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. RISK MANAGEMENT The Company has laid down the procedures to inform to the Board about the risk 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 minimisation as a part of Risk Management Policy/Strategy. The Risk Management Policy of the Company is available on Company's website at the link <http://www.bloom-industries.com/investor> relation/corporate policies & code. PERSONNEL The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosures 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 given below: CORPORATE GOVERNANCE Clause 49 of the Equity Listing Agreement executed with the BSE Limited is not applicable to the Company pursuant to the circular no.: CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 issued by the Securities and Exchange Board of India and circular no.: DCS/COMP/10/2014-15 September 16, 2014, issued by the BSE Limited. 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, 2014. Hence, the Corporate governance 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 the Director's Responsibility Statement, it is hereby confirmed: i) That in preparation of Annual Accounts for the Year ended 31st March, 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures. ii) 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. iii) 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. iv) That the Directors have prepared the Annual Accounts on a going concern basis. v) The Directors had laid down Internal Financial Control to be followed by the Company and that such internal financial control are adequate and were operating effectively. vi) 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. COMMITTEES OFTHE 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 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. (b) MEETINGS AND ATTENDANCE: The Audit committee met Four (4) times during the Financial Year 2014-15. The Committee met on 28th May, 2014, 14th August, 2014, 29th October, 2014 and 13th February, 2015. The Necessary quorum was present for all Meetings. The Chairman of the Audit Committee was present at the last Annual General Meeting of the company. (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 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 into 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. (d) 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, 2015. Besides the above Chairman and Managing Director, 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: b) MEETING AND ATTENDANCE: The Nomination and Remuneration Committee met Three (3) times during the Financial Year 201415. The Committee met on 28th May, 2014, 13th January, 2015 and 30th March, 2015. The necessary quorum was present for all Meetings. The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the company. The table below provided Attendance of the Audit Committee members. (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. STAKEHOLDERS RELATIONSHIP COMMITTEE: (a) COMPOSITION: The Board has reconstituted Shareholders'/Investors Grievance Committee as Stakeholders Relationship Committee in accordance with the provisions of the Companies Act, 2013. The Stakeholders Relationship Committee comprised of: (b) MEETINGS AND ATTENDANCE: The Stakeholders Relationship Committee met Five (5) times during the Financial Year 2014-15. The Committee met on 28th May, 2014, 14th August, 2014, 29th October, 2014, 13th January, 2015 and 13th February, 2015. The necessary quorum was present for all Meetings. The Chairman of the Stakeholders Relationship Committee was present at the last Annual General Meeting of the company. (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. (d) DETAILS OF SHAREHOLDERS COMPLAINTS RECEIVED, SOLVED AND PENDING SHARE TRANSFERS ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO 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, 2015 are annexed to this report. (B)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. ACKNOWLEDGEMENTS The Directors have pleasure to place on record their appreciation for the valuable co-operation and assistance by the Company's Bankers, Financial Institutions, Associates, Investors and Employees. 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 Kamal Kumar Chaudhary Chairman Place: Mumbai Date: 20/08/2015 Registered Office: C-23/2, M.I.D.C., Taloja - 410208 Dist. Raigad, Maharashtra |