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Bloom Dekor Ltd.

BSE: 526225 Sector: Others
NSE: N.A. ISIN Code: INE253C01013
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OPEN 53.00
CLOSE 55.70
VOLUME 1010
52-Week high 84.90
52-Week low 23.00
P/E
Mkt Cap.(Rs cr) 37
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bloom Dekor Ltd. (BLOOMDEKOR) - Director Report

Company director report

To the Members(s)

The Board of Directors hereby submits the report of the business and operations of yourCompany ( the Company or Bloom ) along with the audited financial statements for thefinancial year ended March 31 2016.

Financial Results: (Amt in Rs)

Particulars F.Y. 2015-16 F.Y. 2014-15
Revenue from operations 619516478 631561927
Other Income 4019167 8950456
Total Income 623535645 640512383
Operating expenditure 569599483 559032175
Earnings before interest tax depreciation and amortization (EBITDA) 53936162 81480208
Less : Finance costs 53752664 39209702
Depreciation and amortization expense 24882239 27616211
Profit before exceptional item and tax (24698741) 14654295
Less : Exceptional item
Profit before tax (PBT) (24698741) 14654295
Less: Tax expense (5766319) 7790952
Profit for the year (PAT) (18932422) 6863343
Balance brought forward from previous year 58273359 56361526
Less : Proposed Dividends 4110000
Tax on Dividends 841510
Balance carried to balance sheet 39340937 58273359

YEAR AT A GLANCE:

Financial Performance:

The Net revenue from operations decreased to Rs 6195.16 lakh as against Rs 6315.62 Lakhin the previous year showing a downward trend of 1.91% due to decrease in export sales oflaminates by 26.41%.

The loss before Tax for the current year is Rs 246.99 lakh as against the profit beforetax of Rs 146.54 lakh in the previous year resulted into loss after tax of Rs 189.32 Lakhcompared to profit after tax of previous year Rs 68.63 Lakh.

The reason for fall in the Profit after tax is increase in the employment cost andfinance cost as well in the financial year 2015-16. During the financial year 2015-16 thecompany s major loss is attributed to the investments made to lay the foundation for arevenue enhancement strategy along with sustainable growth to enter the Rs. 100 croresleague in terms of top line. Strategic and calculated decisions have been taken to enhancethe business model in order to compete with the market leaders in terms of productdelivery and service. As part of this strategy the company has opened up its own depotscarrying full stock at various new locations thereby affecting the inventory in the shortterm but giving it a huge competitive advantage in the longer run. The company has had 2major investments one with the Times Treaty and the other appointing KPMG as a strategicconsultant to provide inputs on revenue enhancements SOPS for a sustainable growth andleading HR practices to refine the hierarchy of the organization to be able to implementthe growth plan. All these investments are already proving to garner benefits and the nextfinancial year to witness better numbers as a result of this ground work that is done.

Dividend:

In view of loss during the financial year 2015-16 your Directors regret to declare anydividend for the financial year 2015-16 although the Company has paid Final Dividend ofRs 0.60/- (i.e. 6%) per Equity Share for the financial year 2014-15.

The details of total amount lying in the unclaimed Dividend account of the Company ason March 31 2016 are given below;

Financial year Date of declaration of dividend Amount per Equity share (in Rs) Dividend payment (%) Unclaimed Amount (in Rs) Due date for claiming Dividend
2014-15 August 11 2015 0.60 6% 307939.80 August 10 2022
2012-13 September 28 2013 0.80 8% 252498.40 September 27 2020

The Details of Shareholders whose Dividend is unpaid or unclaimed are uploaded on theWebsite of the Company at www.bloomdekor.com.

Amount transferred to reserve:

During the year the Company has not apportioned any amount to other reserve. The lossincurred during the year has been adjusted against the carry forward credit balance ofProfit and Loss account.

Change in Nature of Business:

During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

The Board of the Company comprises five Directors out of which three are PromoterExecutive Directors and two are Non-Promoter Independent Directors. As on the date of thisreport the Board comprises following Directors;

Name of Director Category Cum Designation Date of Appointment at current Term & designation Total Directorship ~ No. of Committee^ No. of Shares held as on March 31 2016
in which Director is Members in which Director is Chairman
Dr. Sunil Gupta Managing Director (Promoter) September 1 2014 3 - - 2184908 Equity Share
Mr. Karan Gupta Executive Director (Promoter Group) April 1 2014 2 2 - 328304 Equity Share
Mrs. Brinda Gupta Executive Director# (Promoter Group) May 1 2016 1 - - 11000 Equity Share
Mr. Mayur Parikh$ Non-Executive Independent Director September 27 2014 7 4 4 -
Mr. Ashok Gandhi Non-Executive Independent Director September 27 2014 5 7 1 -

^ Committee includes Audit Committee and Shareholders Grievances Committee across allPublic Companies.

~ excluding Section 8 Company

# Additional (Executive) Director.

$ acting as the Chairman of the Company.

The composition of Board complies with the requirements of the Companies Act 2013.Further in pursuance of Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ( Listing Regulations ) the Company is exempted fromrequirement of having composition of Board as per Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the Public companies in which they are Director. Thenecessary disclosures regarding Committee positions have been made by all the Directors.

Board Meeting:

Regular meetings of the Board are held at least once in a quarter inter-alia toreview the quarterly results of the Company. Additional Board meetings are convened asand when require to discuss and decide on various business policies strategies and otherbusinesses. The Board meetings are generally held at corporate office of the Company.

During the year under review Board of Directors of the Company met 8 times viz May25 2015 July 14 2015 July 20 2015 August 13 2015 November 4 2015 January 272016 February 13 2016 and March 30 2016. The details of attendance of each Director atthe Board Meeting and Annual General Meeting are given below;

Name of Director Dr. Sunil Gupta Mr. Karan Gupta Mrs. Rupal Gupta^ Mrs. Brinda Gupta* Mr. Mayur Parikh Mr. Ashok Gandhi
No. of Board Meeting held 8 8 8 N.A. 8 8
No. of Board Meeting attended 8 7 2 N.A. 8 8
Presence at the previous AGM Yes Yes Yes N.A. Yes Yes

^ resigned w.e.f. April 30 2016

* Appointed w.e.f. May 1 2016

During the year the Board of Directors has also passed certain resolutions throughcirculation in compliance of Section 175 of the Companies Act 2013. All such resolutionspassed through circulation have been noted in subsequent Board Meeting and form part ofminutes of such meetings.

Independent Directors:

In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has two Non-Promoter Independent Directors in line with the Companies Act 2013. Aseparate meeting of Independent Directors was held on March 30 2016 to review theperformance of Non-Independent Directors and Board as whole and performance of Chairpersonof the Company including assessment of quality quantity and timeliness of flow ofinformation between Company management and Board. The terms and conditions of appointmentof Independent Directors and Code for Independent Director are incorporated on the websiteof the Company atwww.bloomdekor.com.

The Company has received necessary declaration from each independent director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149 (6) of the Companies Act 2013.

Information on Directorate:

During the financial year 2015-16 there was no change in the constitution of theBoard. However after the closure of financial year Mrs. Rupal Gupta whose term ofoffice had expired on April 30 2016 has resigned from the Board. The Board of Directorsin their Meeting held on May 17 2016 has appointed Mrs. Brinda Gupta as an Additional(Executive) Director w.e.f. May 1 2016. Further in terms of Section 161 she is eligibleto hold office as such up to the date of ensuing Annual General Meeting. The Board ofDirectors recommends the appointment of Mrs. Brinda Gupta as Whole-time Directordesignated as Executive Director of the Company for a period of 3 (Three) years witheffect from September 23 2016 and resolution to that effect has been proposed for theapproval of Members.

Further in accordance with the provisions of the Articles of Association and Section152 of the Companies Act 2013 Dr. Sunil Gupta retires by rotation at the ensuing annualgeneral meeting. He being eligible has offered himself for re-appointment as such andseeks re-appointment. The Board of Directors recommends his re-appointment on the Board.

The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ( SEBI Listing Regulations ) of the personseeking re-appointment/ appointment as Director are also annexed to the Notice conveningthe annual general meeting.

None of the Director of the Company is serving as a Whole-Time Director in any ListedCompany and is holding position of Independent Director in more than 3 Listed Company andnone of the Director of the Company is holding position as Independent Director in morethan 7 Listed Company. Further none of the Directors of the Company is disqualified forbeing appointed as Director as specified in Section 164 (2) of the Companies Act 2013.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act 2013 the Company has Dr. SunilGupta who is acting as Managing Director of the Company. Further the Company hasappointed Ms. Shivangi Gajjar as the Company Secretary and Compliance officer of theCompany.

During the year late Mr. Kamlesh Sompura the then Chief Financial Officer of theCompany passed away in January 2016. The Board of Directors places its deepestcondolences to him and his family for their loss and prays God to rest his soul in peace.

The Board of Directors had appointed Mrs. Brinda K Gupta as the Chief Financial Officerof the Company w.e.f. January 25 2016 who has subsequently tendered her resignation fromthe post w.e.f. April 30 2016. The Board of Directors has appointed Mr. Prakash Daga asthe Chief Financial Officer of the Company w.e.f. May 1 2016.

Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act.

o The performance of the board was evaluated by the boardafter seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

o The performance of the committees was evaluated by the board after seeking inputsfrom the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.

o The board and the nomination and remuneration committee reviewed the performance ofthe individual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance ofnon-independent directors performance of the board as a whole and performance of thechairman taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

Directors’ Responsibility Statement:

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a) In preparation of annual accounts for the year ended March 31 2016 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The Directors had prepared the annual accounts for the year ended March 31 2016 ongoing concern basis.

e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and

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

COMMITTEES OF BOARD:

The Board of Directors in line with the requirement of the act has formed variouscommittees details of which are given hereunder.

A. Audit Committee:

The Company has formed audit committee in line with the provisions Section 177 of theCompanies Act 2013. Audit Committee meeting is generally held one in quarter for thepurpose of recommending the quarterly/half yearly/ yearly financial result and the gapbetween two meetings did not exceed one hundred and twenty days. Additional meeting isheld for the purpose of reviewing the specific item included in terms of reference of theCommittee. During the year under review Audit Committee met 7 (Seven) times on May 252015 July 14 2015 July 20 2015 August 13 2015 November 4 2015 January 27 2016and February 13 2016.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name Designation Number of meetings during the financial year 2015 -16
Held Attended
Mr. Mayur Parikh Chairman 7 7
Mr. Ashok Gandhi Member 7 7
Mr. Karan Gupta Member 7 7

The Statutory Auditors and Internal Auditors of the Company are invited in the meetingof the Committee wherever requires. Chief Financial Officer of the Company is a regularinvitee at the Meeting. Further the Company Secretary of the Company is acting asSecretary to the Audit Committee.

Mr. Mayur Parikh the Chairman of the Committee had attended last Annual GeneralMeeting of the Company held on August 11 2015.

Recommendations of Audit Committee have been accepted by the Board wherever given.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company s Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company at www.bloomdekor.com.

B. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration committee in line with theprovisions of Section 178 of the Companies Act 2013. Nomination and RemunerationCommittee meetingsare generally held for identifying the persons who are qualified tobecome Directors and may be appointed in senior management and recommending theirappointments and removal. During the year under review Nomination and RemunerationCommittee met 4 (Four) times on July 20 2015 January 27 2016 February 13 2016 andMarch 30 2016.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name Designation

Number of meetings during the financial year 2015 -16

Held Attended
Mr. Mayur Parikh Chairman 4 4
Mr. Ashok Gandhi Member 4 4
Mr. Karan Gupta Member 4 3

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a highperformance culture. It enables the Company to attract motivated and retained manpower incompetitive market and to harmonize the aspirations of human resources consistent withthe goals of the Company. The Company pays remuneration by way of salary benefitsperquisites and allowances to its Managing Director and the Executive Directors. Annualincrements are decided by the Nomination and Remuneration Committee within the salaryscale approved by the members and are effective from April 1 of each year.

Key points of the Nomination and Remuneration Policy are; a. Policy on Appointment ofDirectors Key Managerial Personnel and Senior Management Personnel: o The policy isformulated to identify and ascertain the integrity qualification expertise andexperience of the person for appointment as Director Key Managerial Personnel and SeniorManagement personnel and recommend to the Board for his / her appointment. o A personshould possess adequate qualification expertise and experience for the position he/ sheis considered for appointment. o In case of appointment of Independent Director theCommittee shall satisfy itself with regard to the independent nature of the Directorvis--vis the Company so as to enable the Board to discharge its function and dutieseffectively. b. Policy on remuneration of Director KMP and Senior Management Personnel:

The Company s remuneration policy is driven by the success and performance of DirectorKMP and Senior Management Personnel vis--vis the Company. The Company s philosophy is toalign them with adequate compensation so that the compensation is used as a strategic toolthat helps us to attract retain and motivate highly talented individuals who arecommitted to the core value of the Company. The Company follows mixed of fixed paybenefits and performance based variable pay. The Company pays remuneration by way ofsalary benefits perquisites and allowance. The remuneration and sitting fees paid by theCompany are within the salary scale approved by the Board and Shareholders.

The Nomination and Remuneration Policy as adopted by the Board of Directors is placedon the website of the Company at www.bloomdekor.com.

Remuneration of Directors:

The details of remuneration/sitting fees paid during the financial year 2015-16 toManaging Director/ Executive Director/Director of the Company is provided in Form MGT-9which is the part of this report.

C. Stakeholder’s Grievance & Relationship Committee:

The Company has constituted Stakeholder s Grievance & Relationship Committee mainlyto focus on the redressal of Shareholders / Investors Grievances if any like Transfer /Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report;Dividend Warrants; etc. During the year under review Stakeholder s Grievance &Relationship Committee met 4 (Four) times on May 25 2015 August 13 2015 November 42015 and February 13 2016.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name Designation Number of meetings during the financial year 2015 -16
Held Attended
Mr. Mayur Parikh Chairman 4 4
Mr. Ashok Gandhi Member 4 4
Mr. Karan Gupta Member 4 4

Company Secretary and Compliance officer of the Company provides secretarial support tothe Committee.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from Shareholders and Public falling withinthe ambit of Section 73 of the Companies Act 2013 and rules made there under. There wereno deposits which were claimed and remained unpaid by the Company as on March 31 2016.

SHARE CAPITAL:

The Paid up Equity Share Capital as at March 31 2016 stood at Rs 685 Lakh. During theyear under review the Company has not issued any Share Capital.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statement.

TRANSACTIONS WITH RELATED PARTIES:

The Company has entered into transaction with our KMP s which are falling within thepurview of Section 188 of the Act for which requisite approval of Board is taken. Howevertransaction entered with Companies wherein Directors are interested is at arm s lengthbasis and in ordinary course of business hence no approval from the Board or Shareholdersis required. Information on transactions with related parties pursuant to section 134 (3)(h) of the Act read with rule 8 (2) of the Companies (Accounts) Rules 2014 are given inAnnexure I in Form AOC-2 and the same forms part of this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The details on Internal Financial Control and their adequacy is provided in ManagementDiscussion and Analysis Report.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments affecting the financial position of theCompany have occurred between the ends of financial year of the Company i.e. March 312016 to the date of this Report.

DISCLOSURE OF REMUNERATION:

The information required under section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given asan Annexure II.

EXTRACT OF ANNUAL RETURN:

As provided under section 92(3) of the Act the extract of annual return is given inAnnexure III in the prescribed Form MGT-9 which forms part of this report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at the all workplaces of the Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land where we operate.

We have also constituted an Internal Complaints Committee (ICC) to consider and addresssexual harassment complaints in accordance with the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. During the year under reviewthere were no incidences of sexual harassment reported.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information on conservation of energy technology absorption foreign exchange earningsand outgo as required to be disclosed under section 134 (3) (m) of the Act read with theCompanies (Accounts) Rules 2014 are provided as an Annexure IV.

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governancealthough the Company is not required to follow certain Regulations of Listing Regulationsas the Company is fulfilling the exemption criteria provided in Regulation 15 (2) of theListing Regulation.

However Company is complying with few of the exempted regulations voluntarily anddetails of same are provided in this report under the respective heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as stipulatedunder Schedule V of the Listing Regulations is presented in a separate section formingpart of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT:

M/s. Dharmendra Shah & Co. Chartered Accountants Ahmedabad [FRN: 102474W0] isacting as Statutory Auditor of the Company. The Members of the Company had in its lastAnnual General Meeting held on August 11 2015 appointed M/s. Dharmendra Shah & Co.Chartered Accountants to hold office for a term of 5 (Five) years subject to ratificationat every Annual General Meeting. M/s. Dharmendra Shah & Co. Chartered AccountantsAhmedabad has submitted their eligibility certificate in terms of Section 141 of theCompanies Act 2013. The Board of Directors recommends ratification of appointment of M/s.Dharmendra Shah & Co. Chartered Accountants Ahmedabad for members approval.

The Auditors Report for financial year 2015-16 is self explanatory and does not containany qualification reservation or adverse remark. The Auditors Report is enclosed withthefinancial statements in this Annual Report.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

SECRETARIAL AUDITOR AND THIEIR REPORT:

The Company has appointed Mr. Anand Lavingia Practicing Company Secretaries toconduct the secretarial audit of the Company for the financial year 2015-16 as requiredunder Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial AuditReport for the financial year 2015-16 is annexed to this report as an Annexure V. Thesecretarial audit report contains remark with regards to the payment of dividend to memberwithin stipulated time.

Despite the fact that the amount of dividend was deposited within stipulated time tothe separate bank account due to some procedural issue banker has stayed the payment ofdividend which caused the delay in payment of dividend. The said amount was released andpaid after legal clarifications given by your director(s).

The Board has also appointed Mr. Anand Lavingia Practicing Company Secretary assecretarial auditor of the Company for financial year 2016-17.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend voting orotherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company s operations in future;

(vii) Information on subsidiary associate and joint venture companies.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operationand support extended by the banks government business associates and the shareholdersfor their continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.

For and on behalf of Board of Directors
Bloom Dekor Limited
Dr. Sunil Gupta Karan Gupta
Place : Ahmedabad Managing Director Executive Director
Date : August 13 2016 DIN 00012572 DIN 03435462

Annexure I

Form No. AOC-2

Particulars of Contracts/arrangements made with related parties

(Pursuant to section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts)Rules 2014)

Forms for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in section 188(1) of the Companies Act 2013including certain arm’s length transactions under third proviso thereto A. Details ofcontracts or arrangements or transactions not at arm’s length basis:

There were no contracts or arrangements or transactions entered in to by the Companyduring the financial year ended on March 31 2016 which were not at arm s length basis.

B. Details of material contracts or arrangement or transactions at arm’s lengthbasis:

Particulars RPT – 1 RPT – 2 RPT – 3 RPT-4 RPT-5
1. Name(s) of the related party and nature of relationship Dr. Sunil Gupta Managing Director of the Company Suncare Traders Limited Company wherein directors are interested Karan Interiors Limited Company wherein directors are interested Dr. Sunil Gupta Managing Director of the Company Mrs. Brinda Gupta - Wife of Mr. Karan Gupta Director of the Company
2. Nature of contracts/ arrangements/ transactions Payment of Office Rent Sale of Goods Sale of Goods Sale of Goods Payment of stipend and Remuneration
3. Duration of the contracts / arrangements/ transactions F.Y. 2015-16 F.Y. 2015-16 F.Y. 2015-16 F.Y. 2015-16 September 2015 to March 2016
4. Salient terms of the contracts or arrangements or transactions including the value if any License fees (Rent) shall be paid in advance. All charges to be paid by the Company All transactions entered by the Company is at Market rate and on arms length basis All transactions entered by the Company is at Market rate and on arms length basis All transactions entered by the Company is at Market rate and on arms length basis Appointed as Management Trainee w.e.f. September 5 2015 and Chief Financial Officer w.e.f. January 25 2016
5. Date(s) of approval by the Board August 29 2012 & August 13 2015* N.A. N.A. May 25 2015 November 4 2015 & January 27 2016
6. Amount paid as advances if any N.A. N.A. N.A. N.A. N.A.

* The old rent agreement was entered on October 1 2012 which was valid for 36 monthsw.e.f. date of agreement. Further rent agreement has been renewed w.e.f. October 1 2015for a further period of 48 months w.e.f. from the date of renewal.

For and on behalf of Board of Directors
Bloom Dekor Limited
Dr. Sunil Gupta Karan Gupta
Place : Ahmedabad Managing Director Executive Director
Date : August 13 2016 DIN 00012572 DIN 03435462

Annexure – II

Particulars of Employees (pursuant to Section 197(12) read with Rule 5 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended)

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rules made there under

A. Information as per Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

a) The ratio of remuneration of each director to the median remuneration of employeesfor the financial year:

Sr. No. Name Designation Ratio against median employee’s remuneration
1. Dr. Sunil Gupta Managing Director 16.04 : 1
2. Mrs. Rupal Gupta Whole-Time Director 04.44 : 1
3. Mr. Karan Gupta Executive Director 07.40 : 1
4. Mr. Mayur Parikh Independent Director 00.29 : 1
5. Mr. Ashok Gandhi Independent Director 00.32 : 1

b) The Percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:

Sr. No. Name Designation Nature of Payment Percentage Increase over previous year
1. Dr. Sunil Gupta Managing Director Remuneration 09.88%
2. Mrs. Rupal Gupta Whole-Time Director Remuneration 08.11%
3. Mr. Karan Gupta Executive Director Remuneration 08.15%
4. Mr. Mayur Parikh Independent Director Sitting Fees 42.70%
5. Mr. Ashok Gandhi Independent Director Sitting Fees 52.70%
6. Mr. Kamlesh Sompura Chief Financial Officer* Remuneration 54.00%
7. Mrs. Brinda Gupta Chief Financial Officer# Remuneration 100.00%
8. Ms. Shivangi Gajjar Company Secretary$ Remuneration 100.00%

* demised and removed w.e.f. January 3 2016 # appointed w.e.f. January 25 2016 $appointed w.e.f. January 2 2016

c) The percentage increase in the median remuneration of employees in the financialyear:

The median remuneration of employees was increased by 31.12% over a previous year.

d) The number of permanent employees on the rolls of the Company: 149 Employees e)Average percentile increase in the Salaries of the Employees and Managerial Remuneration:

The Average salaries of the employees of the Company were increased by 11.67% while theManagerial remuneration was increased by 9.13% over a previous year. There were noexceptional circumstances for increase in the remuneration of the managerial personnel(Executive Directors) and the increment was in order of approval from Members of theCompany. However there was appointment of two Managerial personnel on the post of ChiefFinancial Officer and Company Secretary. Therefore the increment in their remuneration isnot applicable. Annual increments are decided by the Nomination and Remuneration Committeewithin the salary scale approved by the members and are effective from April 1 of eachyear.

B. Information as per Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

Name of Employee Designation Gross Remuneration paid (in Rs) Qualification and Experience Date of joining (in yrs) Company Age Last Employment % of Equity Shares held
Jagdishbhai K. Patel General Manager 858900. B.Sc Chemistry 7-May-09 48 Sundek India Ltd 0.001
Amitkumar A. Brand Manager 805632 PGDM 15-May-15 31 Amit Metaliks Ltd. 0.000
Bechan Ram R. Vishwakarma Sr. Production Manager 789300 Hsc 11-Oct-10 48 HOF Furnuture System Pvt Ltd 0.000
Kamlesh R. Sompura Finance Manager 682484 B.Com/ 25 Years 2-Sep-14 50 MSK Kurana 0.000
Ganesh G. Waghmare Manager Operations 671426 Bachelor of Commerce 4-Jun-15 39 Centuryply 0.000
Ajay K. Srinivas Brand Manager 648000 MBA/ 20 Years 6-Oct-14 45 Truwoods PVt.Ltd. 0.000
Jyotirmoy Das P. Commercial Manager 556425 MBA/9 Years 18-May-15 32 Navaratna Distributors Pvt.Ltd. 0.000
Kishor S. Shinde Area Sales Manager 53032 MBA/5 year 21-May-15 30 Centuryply 0.000
Umang D. Shah Regional Manager 520800 B.Com/ 20 Years 1-Oct-15 45 Centuryply 0.000
Shirish K. Golegaonkar Area Sales Manager 513080 MBA/16 years 4-May-15 44 Centuryply 0.000

Note:

1. All above employee are on full time basis

2. None of the employee mentioned above has relationship with any of the Director ormanager of the Company.

The Board of Directors of the Company affirmed that remuneration of all the KeyManagerial Personnel of the Company are as per the Remuneration Policy of the Company.

For and on behalf of Board of Directors
Bloom Dekor Limited
Dr. Sunil Gupta Karan Gupta
Place : Ahmedabad Managing Director Executive Director
Date : August 13 2016 DIN 00012572 DIN 03435462

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo (pursuantto Section 134 (3) (m) of the Companies (Accounts) Rules 2014 and rules made there under)

A. Conservation of energy –

i.) The steps taken or impact on conservation of energy:

The average consumption of Electricity per unit of production has increased to 0.26units in the financial year 2015-2016. However the Company continues its endeavor toimprove energy conservation and utilization.

ii.) The steps taken by the Company for utilizing alternate sources of energy:

The Company has continued it s focus on energy conservation efforts throughup-gradation of process with new technology.The innovations made by the Company hasprovided better results in quality and production and also reducing the overall cost ofproduction and maintenance which effect production scheduling and various energy savinginitiatives in all areas of production.

iii.) The capital investment on energy conservation equipment: Nil

B. Technology absorption –

i.) The effort made towards technology absorption:

Your Company has been very thoughtful in introducing new technology to reduce theproduction cost improve yield enhance product endurance and strengthen finish. It isinevitable on the part of your company to adopt sustainable measures to have a competitiveedge as well as to continue with leadership position. The Company has specialized team toidentify the customer s requirement suitability of the product to the changes happeningaround scope for enlarging product utility.

ii.) The benefit derived like product improvement cost reduction product developmentor import substitution:

The Company has installed imported new sanding machine to improve productivity qualityand reduction in manual intervention and to enhance the quality productivity and reducethe thickness variation complaints.

Improvement in manufacturing process will help us in managing production scheduling;& better & faster servicing of product for domestic as well as global market.

The Company has installed new machines for better output & heavy duty racks havebeen placed to maintain sufficient stocks & minimize damages. It enhanced ourserviceability & same time reduced the stock maintenance cost.

iii.) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) -

a. The details of technology imported:

Your Company has brought new sanding machine which is optimized operation of run uptime with scheduled periodic maintenance which resulted in annual power savingsinitiatives in all areas of production.

b. The year of import: Financial Year 2015-2016 c. Whether the technology hasbeen fully absorbed: Yes d. If not fully absorbed areas where absorption has nottaken place and the reasons thereof: NA iv.) The expenditure incurred on Researchand Development: Nil

C. Foreign Exchange Earnings & Expenditure:

i.) Details of Foreign Exchange Earnings:

Particulars F.Y. 2015-16 F.Y. 2014-15
1. Exports of Goods calculated on F.O.B. basis 1046.97 1741.95
ii.) Details of Foreign Exchange Expenditure: (Amount in Lakh)
Sr. No. Particulars F.Y. 2015-16 F.Y. 2014-15
1. Raw Material (on CIF basis) 1405.09 1110.36
2. Capital Goods(on CIF basis) 61.21 42.27
3. Foreign Travelling expenses 05.14 2.53
4. Commission of Export Sales 01.09 00.09
5. Interest on buyers credit 13.47 11.15

 

For and on behalf of Board of Directors
Bloom Dekor Limited
Dr. Sunil Gupta Karan Gupta
Place : Ahmedabad Managing Director Executive Director
Date : August 13 2016 DIN 00012572 DIN 03435462

Annexure V

SECRETARIAL AUDIT REPORT

Form No. MR-3

For the financial year ended March 31 2016 (Pursuant to section 204(1) of theCompanies Act 2013 and

Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014)

To

The Members

BLOOM DEKOR LIMITED

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by BLOOM DEKOR LIMITED(hereinafter called the Company ). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on my verification of the Company s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on March 31 2016 generally compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter.

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2016 accordingto the provisions of:

i. The Companies Act 2013 ( the Act ) and the rules made there under as applicable;

ii. The Securities Contracts (Regulation) Act 1956 ( SCRA ) and the rules made thereunder;

iii. The Depositories Act1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act 1999 (FEMA) and the rules and regulations madethere under to the extent of Foreign Direct Investment;

v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ( SEBI Act ):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

vi. Secretarial Standards issued by the Institute of Company Secretaries of Indiaw.e.f. July 1 2015.

I have also examined compliance with the applicable Regulations of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (erstwhile applicable clausesof the Listing Agreements entered into by the Company with BSE Limited).

During the period under review the Company has complied with the provisions of the ActRules made thereunder Regulations guidelines etc. mentioned above.

Further company being engaged in the business of manufacturer laminates and decorativeitems there are few specific applicable laws to the Company which requires approvals orcompliances under the respective laws as list out in the Annexure A. We have relied onthe representation made by the Company and its officers for system and mechanism framed bythe Company for compliances of the said laws.

During the Period under review provisions of the following Acts Rules Regulationsand Standards are not applicable to the Company

i. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

ii. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client; -the Company is not registered as Registrar to an Issue & Share Transfer Agent.However the Company has appointed Purva Sharegistry (India) Private Limited as Registrar& Share Transfer Agent as per SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (erstwhile Listing Agreement entered between the Company and BSELimited).

iii. The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; iv. The Securities and Exchange Board of India (Issue and Listing ofDebt Securities) Regulations 2008; v. The Securities and Exchange Board of India (ShareBased Employee Benefits) Regulations 2014; vi. The Securities and Exchange Board of India(Buyback of Securities) Regulations 1998;

vii. Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Overseas Direct Investment and External Commercial Borrowings; and

I further report that -

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors Independent Directors and Women Director.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent in advance and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meetingand for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members views are capturedand recorded as part of the minutes.

I further report that -

There are adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with applicable laws rulesregulations and guidelines.

I further report that -

The Board has recommended the dividend and which was subsequently approved by themember in the twenty fourth annual general meeting. The Company has transferred the amountof dividend in a separate bank account in due time but due to some procedural issues; bankhas not transferred the amount of dividend to member in stipulated time.

Further there were no special event has been occurred during the audit period.

Signature:
Name of Practicing Company Secretary: Anand Lavingia
Date : August 13 2016 ACS No. : 26458
Place : Ahmedabad C P No. : 11410

Note: This Report is to be read with my letter of above date which is annexed asAnnexure B and forms an integral part of this report.

Annexure A List of major Specific Acts applicable to the Company

1. Contract Labour (Regulation and Abolition) Act 1970 & Rules there under

2. Employee Provident Fund and Miscellaneous Provisions Act 1951 & EmployeesProvident Funds Scheme 1952

3. Industrial Employment (Standing Orders) Act1946 & Rules there under

4. Maternity Benefit Act1961 & Rules there under

5. Minimum Wages Act1948 & Rules there under

6. Workmen s Compensation Act1923 & Rules there under

7. Payment of Bonus Act1965 & the Payment of Bonus Rules1975

8. Payment of Gratuity Act and the Payment of Gratuity (Central) Rules1972

9. Payment of Wages Act1936 & Rules there under 10. The Employees State InsuranceAct1948

11. The Employees State Insurance (General) Regulation1950

12. Employment Exchanges (Compulsory Notification of Vacancies) Act1959 and theEmployment Exchanges (Compulsory Notification of Vacancies) Rules1959

13. Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013

14. Labour Welfare Fund Act/Rules

15. Shops and Establishment Act/Rules

16. The Gujarat Labour Welfare Board under The Bombay Labour Welfare Fund Act 1953

17. Environment Protection Act 1986 and Environment (Protection) Rules 1986

18. The Building & other construction workers (Regulation & Conditions ofservice) Act 1996

19. Indian Contract Act1872

20. Transfer of Property Act1882

21. Negotiable Instrument Act 1881

22. Arbitration & Conciliation Act 1996

23. Trade Marks Act 1999 under Intellectual Property Law

24. Gujarat Stamp Act 1958 25. The Registration Act 1908

26. The Gujarat Ownership Flats Act 1973

Annexure B

To

The Members

BLOOM DEKOR LIMITED

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of secretarial records. Theverification was done on test basis on the records and documents provided by theManagement of the Company to ensure that correct facts are reflected in secretarialrecords. I believe that the processes and practices followed by me provide a reasonablebasis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.

4. The compliance of the provision of corporate and other applicable laws rulesregulations standards is the responsibility of management. My examination was limited toverification of procedures on test basis.

5. Wherever required I have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor the efficacy or effectiveness with which the management has conducted theaffairs of the Company.

Signature:
Name of Practicing Company Secretary: Anand Lavingia
Date : August 13 2016 ACS No. : 26458
Place : Ahmedabad C P No. : 11410