Bloom Dekor Ltd Directors Report.

To the Members(s)

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, 2019.

Financial Results: (र in Lakhs)
Particulars F.Y. 2018-19 F.Y. 2017-18
Revenue from operations 5104.12 6,610.46
Other Income 53.79 129.65
Total Income 5157.92 6,740.10
Operating expenditure before Finance cost, depreciation and amortization 5297.40 6,393.87
Earnings before Finance cost, depreciation and amortization (EBITDA) (139.48) 346.23
Less : Finance costs 559.46 490.70
Less : Depreciation and amortization expense 220.58 225.49
Profit (Loss) before tax (919.53) (369.95)
Less: Tax expense (186.34) (219.03)
Profit (Loss) for the year (PAT) (733.19) (150.93)

YEAR AT A GLANCE:

Financial Performance:

The net revenue from operations decreased to र 5104.12 lakhs as against र 6,610.46 lakhs in the previous year showing a downward trend of 22.79% due to decrease in domestic sales of Laminates and Door. However, the export sales have increased from र 945.26 lakhs in FY 2017-18 to र 1175.47 lakhs in FY 2018-19.

The loss before Tax for the current year is र 919.53 lakhs as against the loss before tax of र 369.95 lakhs in the previous year resulted into loss after tax of र 733.19 lakhs compared to loss after tax of previous year र 150.93 lakhs.

The reason for Loss is increase in the Employment Cost, Production Loss and Finance Cost. During the financial year 2018-19, the companys major loss is attributed to following factors:

a) Withdrawal of Buyer Credit:

Sales were impacted because of the sudden stoppage of buyers credit. However, during this period since the buyers credit rollovers stopped too, also impacted our ability to establish regular LCs in favor of our suppliers. Because of this situation, although we have enough orders we were not able to produce for want of adequate raw material inflow for the required sizes as per the market demand, this saw one of the lowest capacity utilization that we have achieved in last few years.

b) Capacity Under Utilization:

Because of the sub-optimal operations the profitability of the company has also suffered badly in FY 2018-19 more particularly during the second half of fiscal 2018-19. Thus, while the company had to incur fixed overheads, because of very poor capacity utilization resulting into very poor sales the said fixed overheads could not be covered resulting into operating loss as well as net loss.

c) Market Forces:

The domestic market sifting to the oversupply scenario and channel distributors started adopting dirty business practice. And the company had no other choice but to ask for unpaid stock return. This resulted in excess inventory and blockage of huge working capital. Thus, the company started cutting supplies to all those undesirable distributors/dealers and this was also one of the reasons why there was a deliberate reduction in the sales of laminates in the domestic market.

Future Outlook:

Focus on Exports:

The Company focuses to significantly increase the export sales and put all its efforts in developing and growing the export markets of laminates. To elaborate, the company is presently exporting laminates to mainly Gulf and Middle East and other Asia Pacific countries. However, there is a much bigger export potential available both in terms of number of countries which can be covered and also additional supplies that can be made to the existing distributors/dealers/buyers in the international market.

With investment in fire rated doors for developers along with engineered products for consistent and good quality supplies promise a positive outlook in the doors division. With revised distribution strategy putting more focus on payment security and profitability and less dependency on channel partners, Bloom is careful in not putting all its eggs in a single basket thereby reducing the risk of business disputes and ensuring better cash flows for sustainability.

Dividend:

In view of loss during the financial year 2018-19, your Directors regret to declare any dividend for the financial year 2018-19 (previous year Nil).

The details of total amount lying in the unclaimed Dividend account of the Company as on March 31, 2019 are given below;

Financial year Date of declaration of dividend Amount per Equity share (in ) Dividend payment (%) Unclaimed Amount (in ) Due date for claiming Dividend
2014-15 August 11, 2015 0.60 6.00% 2,69,914.80 August 10, 2022
2012-13 September 28, 2013 0.80 8.00% 2,19,675.20 September 27, 2020
2011-12 September 29, 2012 0.50 5.00% 1,42,980.00 September 28, 2019

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

Shareholders are requested to claim the final dividend declared during the financial year 2011-12 and onwards before the same is transferred to the IEPF.

Shareholders are also 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 during the financial year 2011-12, which remained unclaimed for a period of seven years will be credited to the IEPF on or before October 28, 2019. The corresponding shares on which dividend was unclaimed for seven consecutive years will also be transferred as per the procedure set out in the Rules.

Amount transferred to reserve:

During the year, the Company has not apportioned any amount to other reserve. The loss incurred during the year has been carried to the Balance sheet of the Company.

Change in Nature of Business:

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

SHARE CAPITAL: Authorized Capital

The present Authorized Capital of the Company is र 10,00,00,000/- divided into 10000000 Equity Shares of र 10/- each.

Issued, Subscribed & Paid-up Capital

The present Issue, Subscribed & Paid-up Capital of the Company is र 6,85,00,000/- divided into 6850000 Equity Shares of र 10/- 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:

Constitution of Board:

The Board of the Company comprises five Directors out of which two are Promoter Executive Director and one is Promoter Non-Executive Director cum CFO and two are Non-Promoter Non-Executive Independent Directors. The Board comprise following Directors;

No. of Committee^
Name of Director Category Cum Designation Date of Appointment at current Term Total Directorship in which Director is Members in which Director is Chairman No. of Shares held as on March 31, 2019
Dr. Sunil Gupta Managing Director (Promoter Group) August 10, 2018 1 - - 2189480 Equity Shares
Mr. Karan Gupta Executive Director (Promoter Group) April 1, 2017 2 2 - 357893 Equity Shares
Mrs. Brinda Gupta Non-Executive Director cum CFO (Promoter Group) September 1, 2017 1 - - 32500 Equity Shares
Mr. Mayur Parikh$ Non-Executive Independent Director September 27, 2014 8 4 4 -
Mr. Ashok Gandhi Non-Executive Independent Director September 27, 2014 5 7 1 -

^ Committee includes Audit Committee and Shareholders Grievances Committee across all Public Companies.

~ Excluding Foreign Companies, Section 8 Companies & struck off Companies.

$ acting as the Chairman of the Board.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been 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 position of Independent Director in more than 3 Listed Company. Neither any of the Director of the Company is holding position as Director in more than 8 listed entities nor any of the Director of the Company serve as Independent Director in more than 7 listed entities.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 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, strategies and 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 30, 2018; May 31, 2018 (Adjourned); August 10, 2018; November 5, 2018 and February 12, 2019. The gap between two consecutive meetings was not more than one hundred 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 Director Dr. Sunil Mr. Karan Mrs. Brinda Mr. Mayur Mr. Ashok
Gupta~ Gupta Gupta Parikh Gandhi
Number of Board Meeting held 5 5 5 5 5
Number of Board Meetings Eligible to attend 2 5 5 5 5
Number of Board Meeting attended 2 5 4 4 5
Presence at the previous AGM Yes Yes Yes Yes No

~ w.e.f. August 10, 2018

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

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two Non-Promoter Independent Directors in line with the Companies Act, 2013. A separate meeting of Independent Directors was held on February 23, 2019 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on 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 Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.

Information on Directorate:

During the financial year, Dr. Sunil Gupta had tendered his resignation from the post of Chief Executive Office of the Company w.e.f. August 9, 2018 and on recommendation of the Nomination and Remuneration Committee, the Board has appointed Dr. Sunil Gupta as Managing Director of the Company for a period of 5 (Five) years w.e.f. August 10, 2018. The terms and conditions of appointment of Dr. Sunil Gupta as Managing Director was also approved by the Member of the Company in their last Annual General Meeting.

Further, in accordance with Section 149(10) of the Companies Act, 2013, an independent director shall hold office for a term up to five consecutive years on the Board of a company, but shall be eligible for reappointment on passing of a special resolution by the company and disclosure of such appointment in the Boards report. Accordingly the present term of Mr. Mayur Parikh and Mr. Ashok Gandhi, Independent Directors of the Company, who were appointed as Independent Directors of the Company for a period of 5 year w.e.f. September 27, 2014, is expiring on September 26, 2019. Based on the recommendation by Nomination and Remuneration Committee and Board of Directors of the Company, re-appointment of Mr. Mayur Parikh and Mr. Ashok Gandhi as Independent Directors is proposed at the ensuing Annual General Meeting for the approval of Members by way of Special Resolutions.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Dr. Sunil Gupta, Managing Director of the Company retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his re-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"), of the person seeking re-appointment as Director is annexed to the Notice convening the twenty eighth annual general meeting.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act, 2013, the Company had Dr. Sunil Gupta who was acting as Chief Executive Officer of the Company up to August 9, 2018 and then after as Managing Director. Further, the Company has appointed Mr. Tushar Donda as the Company Secretary and Compliance officer of the Company and Mrs. Brinda Gupta as Non-Executive Director cum Chief Financial Officer of the Company.

Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 in the following manners;

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

• In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was 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 the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2019, the applicable accounting standards have been followed 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 estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the 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 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) The Directors had prepared the annual accounts for the year ended March 31, 2019 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial 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 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 various committees, details of which are given hereunder.

A. Audit Committee:

The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee meeting is generally held once in quarter for the purpose of recommending the quarterly/half yearly/ yearly financial result and the gap between two meetings did not exceed one hundred and twenty days. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met 5 (Five) times on May 30, 2018; May 31, 2018 (Adjourned); August 10, 2018; November 5, 2018 and February 12, 2019.

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

Name of Members Category Designation in Committee Number of meetings during the financial year 2018-19
Held Eligible to attend Attended
Mr. Mayur Parikh Independent Director Chairman 5 5 4
Mr. Ashok Gandhi Independent Director Member 5 5 5
Mr. Karan Gupta Executive Director Member 5 5 5

The Statutory Auditors and Internal Auditors 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 Company is acting as Secretary to the Audit Committee.

Mr. Mayur Parikh, the Chairman of the Committee had attended last Annual General Meeting of the Company held on September 22, 2018.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy 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 the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. Further, the committee shall also meet as and when the need arises for review of Managerial Remuneration.

During the year under review, Nomination and Remuneration Committee met 2 (Two) times on August 10, 2018 and February 23, 2019.

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

Name of Members Category Designation in Committee Number of meetings during the financial year 2018-19
Held Eligible to attend Attended
Mr. Mayur Parikh Independent Director Chairman 2 2 2
Mr. Ashok Gandhi Independent Director Member 2 2 2
Mr. Karan Gupta~ Executive Director Member 1 1 1
Mrs. Brinda Gupta^ Non-Executive Director Member 1 1 0

~ up to November 4, 2018 ^ w.e.f. November 5, 2018

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources 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 the Nomination and Remuneration Committee within the salary scale 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 of Directors, Key Managerial Personnel and Senior Management Personnel:

The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel and Senior Management personnel and recommend to the Board for his / her appointment.

• A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

• In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis--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 Companys remuneration policy is driven by the success and performance of Director, KMP and Senior Management Personnel vis--vis the Company. The Companys philosophy is to align them with adequate compensation so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented 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, perquisites and allowance. The remuneration and sitting fees paid by the Company are within the salary scale approved by the Board and Shareholders.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.bloomdekor.com and is annexed to this Report as Annexure – A.

Remuneration of Directors:

The details of remuneration/sitting fees paid during the financial year 2018-19 to Executive Directors/ Directors of the Company is provided in Form MGT-9 which is the part of this report.

C. Stakeholders Grievance & Relationship Committee:

The Company has constituted Stakeholders Grievance & Relationship Committee mainly to 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, Stakeholders Grievance & Relationship Committee met 5 (Five) times on May 30, 2018; August 10, 2018; November 5, 2018; January 17, 2019 and February 12, 2019.

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

Name of Members Category Designation in Committee Number of meetings during the financial year 2018-19
Held Eligible to attend Attended
Mr. Mayur Parikh Independent Director Chairman 5 5 4
Mr. Ashok Gandhi Independent Director Member 5 5 5
Mr. Karan Gupta Executive Director Member 5 5 5

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

PUBLIC DEPOSITS:

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2019.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on March 31, 2019.

EXTRACT OF ANNUAL RETURN

As provided under section 92(3) of the Companies Act, 2013, the details forming part of the extract of the Annual Return in Form MGT-9 is annexed to this Report as Annexure – B.

TRANSACTIONS WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed to this Report as Annexure – C.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The details on Internal Financial Control and their adequacy are provided in Management Discussion and Analysis Report.

MAINTENANCE OF COST RECORDS

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, the Company is required to maintain the cost records and accordingly the Company is maintaining the Cost record.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2019 to the date of this Report.

PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each whole-time director to the median of employees remuneration as per Section 197(12) of the Companies 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 – D.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

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 Committee in 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.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor 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 earnings and outgo, as required to be disclosed under section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, are provided as an Annexure – E.

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) 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 in this 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT:

M/s. Parikh & Majmudar, Chartered Accountants (Firm Registration No. 107525W) were appointed as Statutory Auditors of your Company at the twenty sixth Annual General Meeting held on September 29, 2017, for a term of five consecutive years, subject to ratification of appointment at every subsequent annual general meeting to be held after twenty sixth Annual General Meeting.

In accordance with the Companies Amendment Act, 2017, enforced on May 7, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting and hence resolution for ratification of appointment of statutory auditor is not proposed by the Board of Directors.

The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

INDIAN ACCOUNTING STANDARDS (IND AS) – IFRS CONVERGED STANDARDS

Your Company had adopted Ind AS with effect from April 1, 2017 pursuant to Ministry of Corporate Affairs notification dated February 16, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015. Your Company has provided Ind AS Financials for the year ended March 31, 2019 along with comparable as on March 31, 2018.

SECRETARIAL AUDITOR AND THIEIR REPORT:

The Company has appointed Mr. Anand Lavingia, Practicing Company Secretaries, to conduct the secretarial audit of the Company for the financial year 2018-19, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2018-19 is annexed to this report as an

Annexure – F.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act 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 or reporting is required in respect of the following items as there were no transactions on these items during the year under review 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) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

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

APPRECIATIONS AND ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Registered office: For and on behalf of Board of Directors
Block No 267 Village Oran, Tal Prantij, Bloom Dekor Limited
N.H. 8, Sabarkantha, Gujarat - 383205 CIN: L20210GJ1992PLC017341
Karan Gupta Dr. Sunil Gupta
Date : August 2, 2019 Executive Director Managing Director
Place : Ahmedabad DIN 03435462 DIN 00012572