The Board of Directors hereby submits the report of the business and operations of your Company ("the Company" or"Bloom"), along with the audited financial statements, for the financial year ended March 31, 2024.
Pursuant to an application filed by Karan Monomers Pvt. Ltd. before the Hon'ble National Company Law Tribunal,Ahmedabad Bench ("NCLT") in terms of Section 9 of the Insolvency and Bankruptcy Code, 2016 read with the rules andregulations framed thereunder ("Code"), the NCLT had admitted the application and ordered the commencement ofCorporate Insolvency Resolution Process ("CIR process" or "CIRP") of BLOOM DEKOR LIMITED (under CIRP)("Company"/ "BDl/ "Corporate Debtor") vide its order dated October 11, 2023 ("Admission Order"). The NCLT had,pursuant to the Admission Order, appointed an interim resolution professional ("IRP") of the Company vide its order datedOctober 11, 2023. In terms of the Admission Order, inter alia, the management of the affairs of the Company was vestedwith the IRP.
Creditors were called upon to submit the claims, The Resolution Professional has examined and admitted the claimsUnsecured Financial Creditors amounting to ? 12.40 Cr approx. and from Operational Creditors amounting to ? 8.45 Crapprox. The variations between balances as per books and amount claimed by the creditors is due to charging of interestad penalty and other charges claimed by the creditors.
(? in Lakh)
Particulars
F.Y. 2023-24
F.Y. 2022-23
Revenue from Operations
572.70
1,097.22
Other Income
2.61
10.98
Total Income
575.31
1,108.20
Operating Expenditure Before Finance Cost, Depreciation and Amortization
657.69
1,519.13
Earnings Before Finance Cost, Depreciation and Amortization (EBITDA)
(82.38)
(410.93)
Less: Finance Costs
10.22
18.53
Less: Depreciation and Amortization Expense
51.39
68.78
Profit / (Loss) Before Tax
(143.99)
(498.24)
Less: Tax Expense
(59.07)
(748.71)
Profit / (Loss) After Tax
(84.92)
2,146.70
The net revenue from operations decreased to ? 572.70 lakhs as against ? 1,097.22 lakhs in the previous year showing adownward trend of 47.80% due to decrease in domestic sales of Laminates and Door.
The loss before Tax for the current year is ? 143.99 lakhs as against the loss before tax of ? 498.24 lakhs in the previous year.The loss after tax stood at ? 84.92 lakhs as compared to profit after tax of previous year of ? 2,146.70 lakhs.
Financial Statements:
The audited financial statements of the Company are drawn up for the financial year ended March 31, 2024, in accordancewith the requirements of the Companies (Indian Accounting Standard) Rules, 2015 (Ind AS) notified under Section 133 ofthe Act, read with relevant rules and other accounting principles.
The Company is focused on the reduction of administrative cost. The Company will continue manufacturing activity ofdoors Division and trading of laminates. With the reduction in the cost and focusing on manufacturing doors and tradingof laminates, the Company expect better financial result in the upcoming years.
Due to losses and ongoing CIR process, the Company has not proposed to carry any amount in reserve.
Your Directors regret to declare any dividend for the financial year 2023-24 (previous year Nil).
Shareholders are informed that pursuant to the provisions of Investor Education and Protection Fund Authority(Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") the final dividend declared for the financial year 2014¬15, which remained unclaimed for a period of seven years has been credited to the IEPF. The corresponding shares on whichdividend was unclaimed for seven consecutive years were also transferred as per the procedure set out in the Rules.
For details of dividend and/or shares transferred to IEPF and for claiming the same, kindly visit the weblink:https://www.bloomdekor.com/investors/#1603970309262-d8de9015-9c48.
During the year, your Company has not changed its business or object and continues to be in the same line of business asper main object of the Company.
The present Authorized Capital of the Company is ? 10,00,00,000 divided into 10000000 Equity Shares of ? 10/- each.Issued, Subscribed & Paid-up Capital
The present Issue, Subscribed & Paid-up Capital of the Company is ? 685.00 Lakh divided into 6850000 Equity Shares of ?10.00 each.
During the year under review, there was no change took place in the authorized and paid-up share capital of the Company.BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Composition of Board of Directors of the Company does not comply with the provisions of the Companies Act, 2013.However, as the Company is under corporate insolvency resolution process pursuant to the provisions of the Insolvencyand Bankruptcy Code, 2016, with effect from October 11, 2023, its affairs, business and assets are being managed by, andthe powers of the board of directors are vested in the Resolution Professional, Ms. Vineeta Maheshwari, appointed byHon'ble National Company Law Tribunal, Ahmedabad Bench. Accordingly the power of The Board of Directors of theCompany to appoint new Directors stand suspended. However, while the powers of the board of directors standsuspended, the directors continue to hold their respective positions/ designations in the Company and are required toextend all assistance and cooperation to the RP as required in managing the affairs of the Company. Meetings of thedirectors and committees are called in compliance with the provisions of applicable laws governing the Company, wherematters are discussed and the recommendations of the Directors are taken note of by the RP for the purpose of managingthe operations of the Company as a going concern, ensure company remains in compliance. Further, as per Regulation15(2A) and (2B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"),the provisions specified in Regulations 17, 18,19, 20 and 21 of the Listing Regulations shall not be applicable during thecorporate insolvency Resolution Process of the Company and the roles and responsibilities of the board of directors and thecommittees, specified in the respective regulations of the Listing Regulations, shall be fulfilled by the RP.
None of the Directors of Board is a member of more than ten Committees or Chairperson of more than five committeesacross all the Public companies in which they are Director. The necessary disclosures regarding Committee positions havebeen made by all the Directors.
None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding positionof Independent Director in more than 3 Listed Company. Neither any of the Director of the Company is holding positionas Director in more than 7 listed entities nor any of the Director of the Company serve as Independent Director in morethan 7 listed entities.
During the financial year 2023-24, Ms. Pooja Shah, (DIN 07502838), had resigned from the post of Non-executiveIndependent Director of the Company with effect from February 07, 2024 due to her personal reasons. Ms. Pooja Shah hadconfirmed that there were no other material reasons for her resignation apart from her personal reasons.
As on the date of this report, the Board of the Company comprises three Directors out of which one is Promoter ExecutiveDirector; one is Promoter Non-Executive Director and one is Non-Promoter Non-Executive Independent Director. TheBoard comprise following Directors;
Date of
Appointment atcurrent Term
No. of CommitteeA
No. of Shares
Name ofDirector
Category CumDesignation
Total
Directorship~
in whichDirector isMember
in whichDirector isChairperson
held as onMarch 31,2024
Dr. SunilGupta
Managing Director(Promoter)
August 10,2018
1
2
-
2189480
Equity
Shares
Mrs. RupalGupta
Non-Executive Director(Promoter)
June 30, 2020
542959
Mr. MayurParikh
Non-ExecutiveIndependent Director
September 27,2019
6
5
A Committee includes Audit Committee and Shareholders' Grievances Committee across all Public Companies.
~ Excluding Private Companies, Foreign Companies, Section 8 Companies & struck off Companies.
Due to Company is undergoing CIR Process, the Current Board of the Company is ceased and Ms. Vineeta Maheshwari,Resolution Professional is acting as Administrator of the Company.
Disclosure by Directors:
The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation underSection 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of theDirectors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the CompaniesAct, 2013.
Board Meeting:
Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company.Additional Board meetings are convened, as and when require, to discuss and decide on various business policies, strategiesand other businesses. The Board meetings are held at corporate office of the Company.
During the year under review, Board of Directors of the Company met 5 (Five) times, viz May 4, 2023, June 22, 2023, August14, 2023, November 9, 2023 and February 9, 2024. The gap between two consecutive meetings was not more than onehundred and twenty days as provided in section 173 of the Act.
The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below;
Name of Directors
Dr. Sunil Gupta
Ms. Pooja Shah
Number of Board Meeting held
Number of Board Meetings Eligible
4
to attend
Number of Board Meeting
attended
Presence at the previous AGM
Yes
No
In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two Non-Promoter Non¬Executive Independent Directors in line with the Companies Act, 2013 at the beginning of the financial year. However, Ms.
Pooja Shah, (DIN 07502838), had resigned from the post of Non-Executive Independent Director of the Company with effectfrom 07/02/2024. Further, both the Independent Directors of the Company had registered themselves in the IndependentDirectors' Data Bank.
The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporatedon the website of the Company at www.bloomdekor.com.
The Company has received necessary declaration from each independent director under Section 149 (7) of the CompaniesAct, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.
Key Managerial Personnel:
During the year 2023-24, the Company had Dr. Sunil Gupta as Managing Director; Mr. Tushar Donda as Company Secretaryand Compliance officer and Mrs. Falguni Rajanbhai Shah as Chief Financial Officer (with effect from May 04, 2023) whowere acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.
Information on Directorate:
In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Dr. Sunil Gupta(DIN 00012572), Managing Director of the Company retires by rotation at the ensuing annual general meeting. He, beingeligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommend hisre-appointment as such on the Board.
The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard II on General Meeting, of the person seeking re¬appointment as Director is annexed to the Notice convening the 33rd annual general meeting.
PERFORMANCE EVALUATION
The evaluation of performance of each directors, chairperson, committees and board for the financial year 2022-23 werecarried out during the February 2023.
With effect from October 11, 2023, the Company is under corporate insolvency resolution process pursuant to the provisionsof the Insolvency and Bankruptcy Code, 2016. Its affairs, business and assets are being managed by, and the powers of theboard of directors are vested in the Resolution Professional, Ms. Vineeta Maheshwari, appointed by Hon'ble NationalCompany Law Tribunal, Ahmedabad Bench. Hence, no formal annual evaluation has been done for the Directorsperformance and that of the Committees and individual directors as required under the provisions of Section 134 read withRule 8 (4) of the Companies (Accounts) Rules, 2014 for the financial year 2023-24.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability,confirm that:
a) In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have beenfollowed and that no material departures have been made from the same;
b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and of the profit or loss of the Company for that year;
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d) The Directors had prepared the annual accounts for the year ended March 31, 2024 on going concern basis.
e) The Directors had laid down the internal financial controls to be followed by the Company and that such InternalFinancial Controls are adequate and were operating effectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.
Note: Since the Company is under CIR Process, the management of the affairs of the Company is vested with ResolutionProfessional and the Directors of the Company are required to continue performing their duties and roles and extendnecessary cooperation and support to the RP. Accordingly, the above mentioned duties and responsibility of Directors havebeen performed by directors under the overall supervision/ direction of RP of the Company.
COMMITTEES OF BOARD:
The Board of Directors, has formed various committees, details of which are given hereunder.
A. Audit Committee:
The Composition of audit committee in not in line with the provisions of Section 177 of the Companies Act, 2013 as theBoard of Directors of the Company is not duly constituted. Audit Committee meeting is generally held once in quarter forthe purpose of recommending the quarterly/half yearly/ yearly financial result and the gap between two meetings did notexceed one hundred and twenty days. Additional meeting is held for the purpose of reviewing the specific item includedin terms of reference of the Committee.
During the year under review, Audit Committee met 5 (Five) times, viz May 4, 2023, June 22, 2023, August 14, 2023,November 9, 2023 and February 9, 2024.
The composition of the Committee and the details of meetings attended by its members are given below:
Designation
Number of meetings during the financial year 2023-24
Name of Members
Category
in
Committee
Held
Eligible toattend
Attended
Mr. Mayur Parikh
Independent
Director
Chairperson
Executive
Member
Ms. Pooja Shah*
Mrs. Rupal Gupta**
Non-Executive
*Resigned with effect from 07/02/ 2024**Admitted with effect from 07/02/2024
The Statutory Auditor and Internal Auditor of the Company are invited in the meeting of the Committee wherever requires.Chief Financial Officer of the Company is a regular invitee at the Meeting. Further, the Company Secretary of the Companyis acting as Secretary to the Audit Committee.
Mr. Mayur Parikh, the Chairperson of the Committee had attended last Annual General Meeting of the Company held onJuly 17, 2023.
Recommendations of Audit Committee, wherever/ whenever given, have been accepted by the Board of Directors andnoted and taken on record by the RP of the Company.
Vigil Mechanism:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables theemployees to report to the management instances of unethical behavior, actual or suspected fraud or violation ofCompany'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 victimization of the Whistle Blower whoavails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptionalcases. The functioning of vigil mechanism 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 Blower Policy of the Company is availableon the website of the Company at https: / / www.bloomdekor.com/ pdf/WhistleBlowerPolicy.pdf.
The Composition of Nomination and Remuneration committee of the Company is not in line with the provisions of Section178 of the Companies Act, 2013 as the Board of Directors of the Company is not duly constituted. Nomination andRemuneration Committee meetings are generally held for identifying the persons who are qualified to become Directorsand may be appointed in senior management and recommending their appointments and removal. Further, the committeeshall also meet as and when the need arises for review of Managerial Remuneration.
During the year under review, Nomination and Remuneration Committee met thrice on May 4, 2023, June 22, 2023 andFebruary 9, 2024.
Designationin Committee
Eligible to attend
3
Mrs. Rupal Gupta
Dr. Sunil Gupta**
* Resigned with effect from 07/02/ 2024** Admitted with effect from 07/02/2024Nomination and Remuneration Policy:
Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables theCompany to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of humanresources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits,perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by theNomination and Remuneration Committee within the salary scale approved by the members and are effective from April1, of each year.
Key points of the Nomination and Remuneration Policy are;
a. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel:
o The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the personfor appointment as Director, Key Managerial Personnel and Senior Management personnel and recommend to theBoard for his / her appointment.
o A person should possess adequate qualification, expertise and experience for the position he/ she is considered forappointment.
o In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independentnature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.
b. Policy on remuneration of Director, KMP and Senior Management Personnel:
The Company's remuneration policy is driven by the success and performance of Director, KMP and SeniorManagement Personnel vis-a-vis the Company. The Company's philosophy is to align them with adequatecompensation so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highlytalented individuals who are committed to the core value of the Company. The Company follows mixed of fixed pay,benefits and performance based variable pay. The Company pays remuneration by way of salary, benefits, perquisitesand allowance. The remuneration and sitting fees paid by the Company are within the salary scale approved by theBoard and Shareholders.
Currently, as the Company is under CIR Process, the approval of CoC is necessary for the appointment andremuneration of Directors and Key Managerial personnel of the Company.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Companyat www.bloomdekor.com and is annexed to this Report as Annexure - A.
Salary Sitting Fees
Perquisite
Managing Director
18.42
1.93
20.35
Non-Executive Director
0.05
Independent Director
0.36
0.18
The Company has constituted Stakeholder's Grievance & Relationship Committee mainly to focus on the redressal ofShareholders' / 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 1 (One) time on May 4, 2023.
Ms. Pooja Shah1
Mrs. Rupal Gupta2
0
The link to access the Annual Return is https: / / www.bloomdekor.com/ wp-content/uploads/ 2024/ 09/ Annual-return-FY-2023-24.pdf.
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in theprescribed Form AOC-2 is annexed to this Report as Annexure - B.
The details on Internal Financial Control and their adequacy are provided in Management Discussion and Analysis Report.
In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, the Companyis not required to maintain the cost records and accordingly the Company has not maintained the Cost record.
There are no other material changes and commitments, affecting the financial position of the Company, that have occurredbetween the end of financial year of the Company i.e. March 31, 2024 to the date of this Report.
The ratio of the remuneration of each director to the median of employees' remuneration as per Section 197(12) of theCompanies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 is annexed to this Report as Annexure - C.
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees asrequired under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the reportand the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, thesaid annexure is open for inspection Members of the Company. Any member interested in obtaining the same may writeto the Company Secretary and the same will be furnished on request.
To foster a positive workplace environment, free from harassment of any nature, we have adopted policy on prevention,prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committeein line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013 and the Rules thereunder.
During the year under review, there were no incidences of sexual harassment reported.
The Company is currently under CIR process pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016 andconsidering these developments including, in particular, the respective Resolution Professionals having taken over themanagement and control of the Company. The Company continues to incur loss. The Auditors have drawn qualification intheir Audit Report for the year ended March 31, 2024 that these events indicate material uncertainty on the Company'sability to continue as a going concern.
A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impactand risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified andtaking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, iftriggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-businessrisks.
Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to bedisclosed under section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, are provided as an Annexure- D.
Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant toRegulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not requiredto mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance.
However, Company is complying with few of the exempted regulations voluntarily and details of same are provided inthis report under the respective heading.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as stipulated under Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this AnnualReport.
STATUTORY AUDITOR AND THEIR REPORT:
M/ s. Parikh & Majmudar, Chartered Accountants (Firm Registration No. 107525W) were re-appointed as StatutoryAuditors of your Company at the Thirty first Annual General Meeting held on September 02, 2022, for a term of fiveconsecutive years.
The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. There have beenfew qualifications given by the Statutory Auditors in their Report to which Board of Directors / RP submits as under;
(1) In respect of outstanding trade payables in foreign currency, the Management/Resolution Professional (RP) state thatthe Company is in the process of evaluating appropriate course of action for compliance with Foreign ExchangeManagement Act, 1999 and any other applicable law on account of delay in payment of above dues.
(2) In respect of accumulated losses and material uncertainty about the going concern, the Company has taken major stepsto reduce the cost. Moreover, the Company will continue manufacturing activity of doors Division and laminatesdivision on outsourcing basis.
(3) In respect of the balance confirmation awaited from the suppliers and customers, the Company has sent mail forbalance confirmation to all parties and provide stipulated time to revert with balance confirmation of their books.,many parties have sent revert with balance confirmation & few parties did not revert within stipulated time. Hence,we deemed to be assumed that there are no discrepancies.
SECRETARIAL AUDITOR AND THEIR REPORT:
The Company has appointed Mr. Anand Lavingia, Practicing Company Secretaries, to conduct the secretarial audit of theCompany for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.The Secretarial Audit Report for the financial year 2023-24 is annexed to this report as an Annexure - E.
There have been few qualifications given by the Secretarial Auditor in their Report.
1) the Company has not appointed Chief Financial Officer (Key Managerial Personnel) under Section 203 of theCompanies Act, 2013 for the period 01/04/2023 to 03/05/2023. In this regard, the Management submit that theCompany incurred huge loss in the past years and was undertaking reducing the numbers of employees. However,as a measure of cost reduction, Company was not able to find the suitable candidate at appropriate cost. Accordingly,the Chief Financial Officer was not appointed. However, the Company has appointed Mrs. Falguni Shah as ChiefFinancial Officer of the Company w.e.f. May 4, 2023.
2) the Composition of Audit Committee and Nomination and Remuneration Committee do not meet the Compositionrequirement specified under SEBI (LODR) Regulations, 2015 and relevant section of the Companies Act, 2013 for theperiod 07/02/2024 to 31/03/2024. In this regard, Management/Resolution Professional would like to submit that thepowers of Board of Directors of the Company to appoint new Directors has been suspended pursuant to CIR processand the same are vested with the Resolution Professional appointed by NCLT, Ahmedabad. New Management shallbe appointed for the Company, as and when the NCLT approves a resolution plan for the Company under CIR process.
3) the requisite Composition of Board of Directors of the Company do not meet Composition requirement specified underrelevant section of the Companies Act, 2013 for the period 07/02/2024 to 31/03/2024. In this regard,Management/Resolution Professional would like to submit that the powers of Board of Directors of the Company toappoint new Directors has been suspended pursuant to CIR process and the same are vested with the ResolutionProfessional appointed by NCLT, Ahmedabad. New Management shall be appointed for the Company, as and whenthe NCLT approves a resolution plan for the Company under CIR process.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
Your Company had adopted Ind AS with effect from April 1, 2017 pursuant to Ministry of Corporate Affairs notificationdated February 16, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015. Your Company has providedInd AS Financials for the year ended March 31, 2024 along with comparable as on March 31, 2023.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2:
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'GeneralMeetings', respectively, have been duly complied by your Company.
DETAILS OF THE DESIGNATED OFFICER:
Mr. Tushar Donda, Company Secretary & Compliance officer of the company is acting as Designated Officer under Rule(9) (5) of the Companies (Management and Administration) Rules, 2014.
LARGE ENTITY:
The Board of Directors of the Company hereby confirm that the Company is not a Large Corporate entity in terms ofRegulation 50B of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations).
GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of theAct and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations,to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure orreporting is required in respect of the following items as there were no transactions on these items during the year underreview or they are not applicable to the Company;
(i) Details relating to deposits covered under Chapter V of the Act;
(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
(iii) Issue of shares (including sweat equity shares) to employees of the Company under any 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) Information on subsidiary, associate and joint venture companies;
(vii) one time settlement with any bank or financial institution and
(viii) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase ofwhich loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially holdshares as envisaged under section 67(3)(c) of the Companies Act, 2013).
APPRECIATIONS AND ACKNOWLEDGEMENT:
Your Directors express their sincere appreciation for the co-operation and assistance received from Shareholders, Bankers,Financial Institutions, Regulatory Bodies, government Authorities, customers and other business constituents during theyear under review. The Directors express their sincere thanks to the Resolution Professional and Committee of Creditors ofthe Company for continuous support during the year. Your Directors also wish to place on record their deep sense ofappreciation for the commitment displayed by all executives, officers and staff and look forward to their continued supportin future.
Registered office: For and on behalf of
Survey No. 275, At & Post: Dhanap N. BLOOM DEKOR LIMITED (under CIRP)
H. No. 8, Opp. Ambemata Temple CIN: L20210GJ1992PLC017341
Gandhinagar 382355
Vineeta Maheshwari Dr. Sunil Gupta
Date: September 07, 2024 RP of BLOOM DEKOR LIMITED (under CIRP) Managing Director
Place: Ahmedabad DIN 00012572
Resigned with effect from 07/ 02/2024
admitted with effect from 07/02/2024
Company Secretary and Compliance officer of the Company provides secretarial support to the Committee.
During the year under review, the Company had received Three (3) complaints from the Shareholders and the same wereresolved within time. There was no complaint pending for resolution as on March 31, 2024.
PUBLIC DEPOSITS:
The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of theCompanies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid bythe Company as on March 31, 2024.
CODE OF CONDUCT
As prescribed under the provisions of Section 149 of the Companies Act, 2013 for its Board of Directors and seniormanagement and employees, the Company has formulated a comprehensive Code of Conduct (the Code). The Code isapplicable to Directors and senior management and employees to such extent as may be applicable to them dependingupon their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business andcompliance of law. The Code reflects the values of the Company viz. Customer Value, Integrity, one team and Excellence.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 aregiven in the notes to the Financial Statement for the year ended on March 31, 2024.