Bloom Industries Ltd Directors Report.

To,

The Members, Bloom Industries Ltd

Your Directors have great pleasure in presenting the Twenty Ninth Annual Report and the Audited Statements of Accounts of the Company for the year ended 31st March, 2018.

PERFORMANCE OF THE COMPANY

The Companys performance is summarized below:

FINANCIAL RESULTS:-

PARTICULARS 2017-2018 2016-2017
Income from operation 3,56,57,470 19,12,253
Other Income 21,50,115 29,07,606
Profit before Depreciation and Exceptional Items (26,07,784) 9,58,219
Less: Depreciation - 8,21,567
Add/(Less): Exceptional items - 2,67,53,412
Profit/ (Loss) before Tax (26,07,784) 2,68,90,064
Less: Provision for Taxation - 55,00,000
Profit/ (Loss) after Tax (26,07,784) 2,13,90,064
Less: Earlier Year Adjustment - -
Net Profit/(Loss) (26,07,784) 2,13,90,064
Add: Balance of Profit brought forward from previous year 1,32,36,912 (81,53,152)
Add: Depreciation for change of estimated life of fixed assets - -
Balance Carried to Balance Sheet 1,06,29,128 1,32,36,912

REVIEW OF OPERATIONS

During the current year under review, the total income was Rs 3, 78, 07, 585/- as against the income of Rs.48, 19, 859/- of the previous year. The Company incurred net loss of Rs. (26, 07, 784)/-as against net Profit after tax of Rs.2, 13, 90,064/- in the previous year 2016-2017.

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.

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 are included in this report as Annexure A and forms an integral part of this Report.

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.

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 Directors Responsibility Statement, it is hereby confirmed:

a. That in preparation of Annual Accounts for the Financial Year ended 31st March, 2018, 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 are adequate and were operating effectively.

f. 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.

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, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and Clauses (b) to (i) of sub-regulation(2) of Regulation 46 and paras 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, 2018.

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, 2018 are annexed to this report.

(A) POWER AND FUEL CONSUMPTION

Electricity at factory 2017-18 2016-17
Purchase Unit (KWH) 0 units 29,364 units
Total Amount Rs. 0/- Rs. 2, 96, 310/-
Rate/ Unit Rs. 0/- Rs. 10.29/-

(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.

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

The Company does not have any employee. 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.

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 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. Sharad Kumar Gupta (DIN-00844289)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 2017-18. None of the Directors or Key Managerial Personnel (KMP) of the Company are related inter-se.

The information as required to be disclosed under Regulation 36 of SEBI LODR 2015 in case of reappointment is forming part of Notice.

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.

DECLARATION OF INDEPENDENCE

All Independent Directors have given declarations affirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI LODR 2015 and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

POLICY ON DIRECTORS APPOINTMENT AND 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 subsection (3) of Section 178 of the Companies Act, 2013 is available on Companys websiteat the link http://www.bloom-industries.com/investorrelation/corporate policies and code.

SHARE CAPITAL

The paid up Equity Share capital as on 31st March, 2018 was Rs. 50,263,000/-. 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 .

NUMBER OF MEETINGS OF THE BOARD

The details of the number of Meetings of the Board held during the Financial Year 2017-18 is as under:

Name of the director Number of Board Meetings held Number of Board attended Attended last AGM Meetings Shareholding in th Company as of March 31, 2018 (No. of shares)
Mr. Sharad Kumar Gupta 7 7 Yes Nil
Mr. Rajesh Kumar Nagori 7 7 Yes Nil
Mr. VinodJakhoria 7 3 Yes Nil
Mrs. SudarshiniChaudhary 7 4 Yes Nil
Mr. AshishChaudhary 7 3 Yes Nil
Ms. GarimaAgarwal 7 2 No Nil
Mr. Akash Gupta 7 3 No 1025000
Mr. Vikash Gupta 7 3 No 1034500
Ms. ShikshaAgarwal 7 0 No Nil

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 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:

Name Designation
1 Mr. Rajesh Kumar Nagori Independent Director (Chairman of the Committee)
2 Mrs. Sudarshini Chaudhary Non-Executive Non-Independent Director
3 Vinod Kumar Jakhoria Non-Executive Independent Director (Died on 29.10.2017)
4 GarimaAgarwal Non-Executive Independent Director Appointed w.e.f. 9.11.2017 & Resigned w.e.f. 06.02.2018)
5. Mr. Vikash Gupta Non Executive Non-Independent Director Appointed w.e.f. 9.11.2017
6. Ms. Shiksha Agrawal Additional Independent Director (Appointed w.e.f. 14.02.2018)

MEETINGS AND ATTENDANCE:

The Audit committee met Four (4) times during the Financial Year 2017-18. The Committee met on 30th May, 2017, 09th August 2017, 15th November, 2017 and 14th February 2018. 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. The table below provided Attendance of the Audit Committee Members.

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 2
3. Mrs. Sudarshini Chaudhary Member Non-Executive Non-Independent Director 2
4. Ms. ShikshaAgrawal Member Additional Independent Director 0
5. Mr. Vikash Gupta Member Non-Executive Non-Independent Director 2
6. Ms. GarimaAgrawal Member Independent Director 1

(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, 2018.

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:

. 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) MEETING AND ATTENDANCE:

The Nomination and Remuneration Committee met One (1) times during the Financial Year 2017-18. The Committee met on 30th May, 2017. 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.

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. SudarshiniChaudhary Member Non-Executive Non- Independent Director 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.

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:

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 Year 2017-18. The Committee met on 30th May 2017, 09th August 2017, 15th November, 2017 and 14th February, 2018. 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. The table below provided Attendance of the Audit Committee Members.

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 2
3. Mrs. SudarshiniChaudhary Member Non- Executive Non-Independent Director 2
4. Vikash Gupta Member Non- Executive Non-Independent Director 2
5. Akash Gupta Member Non- Executive Non-Independent Director 2

(c) TERMS OF REFERENCE:

The Company with the assistance of the Registrar and Share Transfer Agent M/s. Purva Share registry (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 COMPLAINTS:

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 31.03.2018.

REQUESTS:

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 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 Companys 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 Companys website at the link http://www.bloom-industries.com/investorrelation/corporate policies & code.

FIXED DEPOSITS

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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.

AUDITORS AND THEIR REPORTS

a. STATUTORY AUDITOR

M/s. SardaSoni& Associates, Chartered Accountants (Firm Registration Number: 117235) who are Statutory Auditors of the Company hold office up to the forth coming Annual General Meeting are recommended for reappointment to audit the accounts of the Company for the Financial Year 2018-19. 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, 2018 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 Nancy Jain, Practising Company Secretaries, to conduct Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report for the Financial Year ended 31st March, 2018 is annexed herewith marked as "Annexure B" to this Report. The observations made by the Secretarial Auditor in her report are self –explanatory.

c. INTERNAL AUDITOR

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

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.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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 Companys Website at the link http://www.bloom-industries.com/investorrelation/corporate policies& code.

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.

RELATED PARTY TRANSACTIONS

During the Financial Year 2017-18, your Company has not 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.

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. 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.

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 websiteat the link http://www.bloom-industries.com/investorrelation/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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant and material orders were passed by the Regulators, Securities Exchange Board of India, Stock Exchanges, Tribunal or Courts.

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

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 Organisations growth and its sustainability in the long run.

AFFIRMATION ON COMPLIANCE OF 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.

CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis describing the Companys 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 Companys operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS

The Directors have pleasure to place on record their appreciation for the valuable co-operation and assistance by the Companys 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.