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Directors Report of Bloom Dekor Ltd.

Mar 31, 2016

BOARDS'' 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, 2016.

Financial Results: (Amt in Rs,)

Particulars

F.Y. 2015-16

F.Y. 2014-15

Revenue from operations

619,516,478

631,561,927

Other Income

4,019,167

8,950,456

Total Income

623,535,645

640,512,383

Operating expenditure

569,599,483

559,032,175

Earnings before interest, tax, depreciation and amortization (EBITDA)

53,936,162

81,480,208

Less : Finance costs

53,752,664

39,209,702

Depreciation and amortization expense

24,882,239

27,616,211

Profit before exceptional item and tax

(24,698,741)

14,654,295

Less: Exceptional item

—

—

Profit before tax (PBT)

(24,698,741)

14,654,295

Less: Tax expense

(5,766,319)

7,790,952

Profit for the year (PAT)

(18,932,422)

6,863,343

Balance brought forward from previous year

58,273,359

56,361,526

Less : Proposed Dividends

—

4,110,000

Tax on Dividends

—

841,510

Balance carried to balance sheet

39,340,937

58,273,359

YEAR AT A GLANCE:

Financial Performance:

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

The loss before Tax for the current year is Rs, 246.99 lakh as against the profit before tax of Rs, 146.54 lakh in the previous year resulted into loss after tax of Rs, 189.32 Lakh compared 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 and finance cost as well in the financial year 2015-16. During the financial year 2015-16, the company''s major loss is attributed to the investments made to lay the foundation for a revenue enhancement strategy along with sustainable growth to enter the Rs. 100 crores league in terms of top line. Strategic and calculated decisions have been taken to enhance the business model in order to compete with the market leaders in terms of product delivery and service. As part of this strategy, the company has opened up its own depots carrying full stock at various new locations thereby affecting the inventory in the short term but giving it a huge competitive advantage in the longer run.

The company has had 2 major investments - one with the Times Treaty and the other appointing KPMG as a strategic consultant to provide inputs on revenue enhancements, SOPS for a sustainable growth and leading HR practices to refine the hierarchy of the organization to be able to implement the growth plan. All these investments are already proving to garner benefits and the next financial 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 any dividend for the financial year 2015-16 although, the Company has paid Final Dividend of '' 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 as on 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%

307,939.80

August 10, 2022

2012-13

September 28, 2013

0.80

8%

252,498.40

September 27, 2020

The Details of Shareholders whose Dividend is unpaid or unclaimed are uploaded on the Website 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 loss incurred during the year has been adjusted against the carry forward credit balance of Profit and Loss account.

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.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

The Board of the Company comprises five Directors out of which three are Promoter Executive Directors and two are Non-Promoter Independent Directors. As on the date of this report, 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

-

-

21,84,908 Equity Share

Mr. Karan Gupta

Executive Director (Promoter Group)

April 1, 2014

2

2

-

3,28,304 Equity Share

Mrs. Brinda Gupta

Executive Director# (Promoter Group)

May 1, 2016

1

-

-

11,000 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 all Public 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 Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement 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 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.

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 generally held at corporate office of the Company.

During the year under review, Board of Directors of the Company met 8 times, viz May 25, 2015, July 14, 2015, July 20, 2015, August 13, 2015, November 4, 2015, January 27, 2016, February 13, 2016 and March 30, 2016.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below;

Name of Director

Dr. Sunil Gupta

Mr. Karan 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 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 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 March 30, 2016 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 atwww.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 2015-16, there was no change in the constitution of the Board. However, after the closure of financial year, Mrs. Rupal Gupta, whose term of office had expired on April 30, 2016, has resigned from the Board. The Board of Directors, in 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 eligible to hold office as such up to the date of ensuing Annual General Meeting. The Board of Directors recommends the appointment of Mrs. Brinda Gupta, as Whole-time Director, designated as Executive Director of the Company, for a period of 3 (Three) years with effect from September 23, 2016 and resolution to that effect has been proposed for the approval of Members.

Further, in accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Dr. Sunil Gupta, 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 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/ appointment as Director are also annexed to the Notice convening the annual general meeting.

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 and none of the Director of the Company is holding position as Independent Director in more than 7 Listed Company. Further, 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.

Key Managerial Personnel:

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

During the year, late Mr. Kamlesh Sompura, the then Chief Financial Officer of the Company, passed away in January 2016. The Board of Directors places its deepest condolences 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 Officer of the Company w.e.f. January 25, 2016 who has subsequently tendered her resignation from the post w.e.f. April 30, 2016. The Board of Directors has appointed Mr. Prakash Daga as the 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 performance, board committees and individual directors pursuant to the provisions of the Act.

o 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.

o 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.

o 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. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. 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, 2016, 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, 2016 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 one 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 7 (Seven) times on May25, 2015, July 14, 2015, July 20, 2015, August 13, 2015, November 4, 2015, January 27, 2016 and February 13, 2016.

The composition of the Committee and the details of meetings attended by its members are 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 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 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 Blower Policy. The policy enables the employees to report to the management instances of unethical 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 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 meetingsare 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. During the year under review, Nomination and Remuneration Committee met 4 (Four) times on July 20, 2015, January 27, 2016, February 13, 2016 and March 30, 2016.

The composition of the Committee and the details of meetings attended by its members are 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 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 Managing Director and the Executive Directors. 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-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 Senior Management Personnel vis-a-vis the Company. The Company''s 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.

Remuneration of Directors:

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

C. Stakeholder''s Grievance & Relationship Committee:

The Company has constituted Stakeholder''s 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, Stakeholder''s Grievance & Relationship Committee met 4 (Four) times on May 25, 2015, August 13, 2015, November 4, 2015 and February 13, 2016.

The composition of the Committee and the details of meetings attended by its members are 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 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, 2016.

SHARE CAPITAL:

The Paid up Equity Share Capital as at March 31, 2016 stood at '' 685 Lakh. During the year 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 Section 186 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 the purview of Section 188 of the Act for which requisite approval of Board is taken. However, transaction entered with Companies wherein Directors are interested is at arm''s length basis and in ordinary course of business hence, no approval from the Board or Shareholders is 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 in Annexure 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 Management Discussion and Analysis Report.

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, 2016 to the date of this Report.

DISCLOSURE OF REMUNERATION:

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

EXTRACT OF ANNUAL RETURN:

As provided under section 92(3) of the Act, the extract of annual return is given in Annexure 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 have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

We have also constituted an Internal Complaints Committee (ICC) to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 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 IV.

CORPORATE GOVERNANCE:

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

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 Listing Regulations, is presented in a separate section forming part of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT:

M/s. Dharmendra Shah & Co., Chartered Accountants, Ahmedabad [FRN: 102474W0] is acting as Statutory Auditor of the Company. The Members of the Company had, in its last Annual 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 ratification at every Annual General Meeting. M/s. Dharmendra Shah & Co., Chartered Accountants, Ahmedabad has submitted their eligibility certificate in terms of Section 141 of the Companies 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 contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual 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.

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 2015-16, as required under Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for the financial year 2015-16 is annexed to this report as an Annexure V. The secretarial audit report contains remark with regards to the payment of dividend to member within stipulated time.

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

The Board has also appointed Mr. Anand Lavingia, Practicing Company Secretary, as secretarial 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 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;

(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 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 significant contributions made by the employees at all levels through their dedication, hard work and commitment, 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-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support 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


Mar 31, 2015

Dear members,

The Directors take pleasure in presenting the 24th Annual Report along with the Audited Statement of Accounts for the year ended 31st March, 2015 as under:

FINANCIAL HIGHLIGHTS

(Rs in Lacs) Year Ended Year Ended Particulars 31/03/2015 31/03/2014

Income from operations 6,315.62 6364.09

Other Income 89.50 86.40

Total Expenditure 5590.32 6076.37

Interest 392.10 422.64

Profit before Amortisation, Depredation & Prior Period Adjustment 422.7 (48.51)

Depreciation 276.16 138.61

Provision for Tax - Current / Deferred (77.91) (21.76) Net Profit after depreciation and tax 68.63 (165.36)

Profit / (Loss) brought forward 563.61 728.97

Net Profit/ (Loss) carried to Balance Sheet 632.24 563.61

FINANCIAL PERFORMANCE:

The turnover of the company in the year 2014-15 is Rs. 6,315.62 Lacs as againstRs. 6364.09 Lacs for the previous year 2013- 14.

During the current finandal year our Company has gain a net profit ofRs. 68.63 Lacs as against the loss ofRs. 165.36 Lacs in P.Y. 2013-14 which shows the upward growth in the bottom line of more than 100%. Still at present, there have been a number of external factors adversely affecting the performance and profitability of the Company:

1) Pressure on raw material input cost for Phenol, Methanol, Formaldehyde and Melamine due to rising crude oil prices.

2) Unfavorable exchange rates of US Dollar and EURO

3) Increase in both inward and outward freight costs due to high fuel prices.

In addition to this, frequent shortage of raw materials also affected the overall production and in turn, the antidpated top and bottom line of the Company.

Moreover, with the new project of an additional press in the laminate vertical and increasing the product range and the capacity, the company faced several unforeseen bottlenecks in the smooth working of this new expansion. Additional investment had to be made in large machineries including a boiler, phenolic treater, etc which consumed time and increased fixed costs thereby delaying the opportunity to leverage the output and the added capacity.

Despite the downturn in the economy Bloom Dekor has managed to sustain the top line.

Dividend:

Your Directors have recommended a dividend ofRs. 0.60/- [i.e. 6% ] per equity share on 68,50,000 equity shares ofRs. 10/ - each fully paid-up for the finandal year ended on 31st March, 2015, amounting to Rs. 49,32,000 Lacs [inclusive of corporate dividend tax ofRs. 8,22,000 lacs]. The dividend, if declared by the shareholders at the ensuing Annual General Meeting, will be paid to those shareholders, whose names stand registered in the Register of Members on July 31,2015. In respect of shares held in dematerialized form, it will be paid to the members whose names are furnished by the National Securities Depository Limited and the Central Depository Services [India] Limited, as beneficial owners.

MANAGEMENT DISCUSSION AND ANALYSIS [MDA1:

MDA, for the year under review, as stipulated under clause 49 of the Listing Agreement, is presented in a separate section forming part of this Annual Report.

PUBLIC DEPOSIT:

The company has not accepted any deposits from the public hence the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act - 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

BOARD MEETINGS:

A calendar of meetings to be held in a year is decided in advance by the Board and circulated to the Directors. During the year, Six Board and Five Audit Committee Meetings were convened and held, the details of which are provided in the Corporate Governance Report, forming part of the Directors' Report. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. Pursuant to Clause-49 of listing agreement to the Stock Exchange Corporate Governance Report and Practicing Company Secretaries' on its compliance is annexed and forms part of this report.

AUDITORS:

The Company's Auditors B.T. Vora & Co., Chartered Accountants, Ahmedabad [Firm Reg. No. 123652W] have resigned from the position of the statutory auditor of the company due to their pre-occupation in other commitments. In place of

him M/s. Dharmendra Shah & Co., Chartered Accountants [Firm Registration No. [102474W] is to be appointed as the statutory auditor of the company for the tenure of 5 years from the date of this Annual General Meeting subject to approval of the shareholders.

AUDITORS' REPORT:

M/s. Dharmendra Shah & Co., Chartered Accountants [Firm Registration No. [102474W] Statutory Auditor of the Company holds office until the conclusion of the ensuing 24th Annual General Meeting and offers themselves for reappointment. Pursuant to provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder, the Board proposes to reappoint M/s. Dharmendra Shah & Co., Chartered Accountants as Statutory Auditor of the Company from the conclusion of the ensuing 24th Annual General Meeting till the conclusion of 29th Annual General Meeting. They have furnished a certificate confirming the eligibility under section 141 of the Companies Act, 2013 and Rules made thereunder.

The Board based on the recommendation of Audit Committee, recommends the appointment of M/s. Dharmendra Shah & Co., Chartered Accountants [Firm Registration No. [102474W], Chartered Accountants, as the Statutory Auditor of the Company.

Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of section 204 of the Act and The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Company has appointed Mr. Anand S. Laving'a - Practicing Company Secretary to undertake Secretarial Audit for thefinancial year ended on 31st March, 2015. Secretarial Audit Report is attached to this report as Annexure-"A". The Board has duly reviewed the Secretarial Auditor's Report and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors as provided under section 134 of the Act.

Corporate Social Responsibility [CSR]:

The provisions related to CSR are not applicable to the company.

Business 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..

Manag'ng the Risks of fraud, corruption and unethical business practices:

i. Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct or Ethics Policy.

ii. Code of Conduct:

The company is having its code of conduct to be followed by the Management. The same have been also published on the website of the company.

Extract of Annual Return:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 the extract of the Annual Return as at 31st March, 2015 in Form MGT-9 forms part of this Annual Report as Annexure- "B".

Constitution of Audit Committee:

The Board has constituted the Audit Committee which comprises of Mr. Mayur Parikh as the Chairman and Mr. Ashok Gandhi and Mr. Karan Gupta as the members. More details on the Committee are given in the Corporate Governance Report.

Particulars of Employees:

There is no employee who fall in the category of the information required under section 197 of the Act read with Rule 5[1] of The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014.

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 in the Annexure-"C" and forms part of this Report.

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 to the extent the transactions took place on those items during the year.

Your Directors 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:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS.

4. There is no revision in the Board Report or Financial Statement.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

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, 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-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

For and On behalf of the Board Sd/- Dr. Sunil Gupta Place : Ahmedabad Managing Director Date: July 14,2015 DIN: 00012572


Mar 31, 2014

Dear members,

The Directors take pleasure in presenting the Twenty Third Annual Report along with the Audited Statement of Accounts for the year ended 31st March, 2014 as under:

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Year Ended Year Ended Particulars 31/03/2014 31/03/2013

Income from operations 6364.09 6358.69

Other Income 86.40 26.90

Total Expenditure 6076.37 6201.65

Interest 422.64 339.94

Profit before Amortisation, Depreciation & Prior Period Adjustment (48.51) 302.93

Depreciation 138.61 118.99

Provision for Tax - Current / Deferred (21.76) 74.31

Net Profit after depreciation and tax (165.36) 109.63

Profit / (Loss) brought forward 728.97 688.45

Net Profit / (Loss) carried to Balance Sheet 563.61 728.97



MANAGEMENT DISCUSSIONS AND ANALYSIS

FINANCIAL PERFORMANCE:

The turnover of the company in the year 2013-14 is Rs. 6364.09 Lacs as against Rs. 6358.69 Lacs for the previous year 2012-13.

During the financial year under review, there had been a number of external factors adversely affecting the performance and profitability of the Company:

1) Pressure on raw material input cost for Phenol, Methanol, Formaldehyde and Melamine due to rising crude oil prices.

2) Unfavorable exchange rates of US Dollar and EURO

3) Increase in both inward and outward freight costs due to high fuel prices.

In addition to this, frequent shortage of raw materials also affected the overall production and in turn, the anticipated top and bottom line of the Company. Moreover, with the new project of an additional press in the laminate vertical and increasing the product range and the capacity, the company faced several unforeseen bottlenecks in the smooth working of this new expansion. Additional investment had to be made in large machineries including a boiler, phenolic treater, etc which consumed time and increased fixed costs thereby delaying the opportunity to leverage the output and the added capacity.

Despite the downturn in the economy Bloom Dekor has managed to sustain the top line. However, major forex exchange fluctuation impacted the bottom line.

INDUSTRY OVERVIEW AND DEVELOPMENTS:

Globally, the decorative laminate industry is projected to have a marginal growth. However the picture appears to becoming better for the coming decade mainly on account of boom in the real estate markets which has put a high demand for decorative laminate sheets catering to the interior decoration of the innumerable residential and commercial buildings sector.

At the same time, the Chinese invasion with low prices is adding pressure on the price realizations. The contribution of Indian laminate industry to the world demand is still under utilized and offers a lot of opportunity for the growth in volume.

OUTLOOK & OPPORTUNITIES:

LAMINATES:

Bloom has always been a preference amongst the architects and the interior designers – the major influencers in the buying decision of the customer. With all bottlenecks removed, Bloom is all geared to introduce its range of 7x3 laminates into the market and is looking at a 15-20% growth notwithstanding the market conditions. The real estate market had been sluggish because of the supply over passing the demand. This slow pace was also hindered because of the lack of monsoon. However, with the increase in product range, market share and the network, Bloom has great plans to significantly achieve growth with improved margins.

DOORS:

Bloom Doors is on track with its business plan of increasing the network and penetration into the market by reaching out to the dealer network directly. Authorised channel partners are being formed pan India as a part of the business plan along with franchises given to showcase a gallery of doors that make the convincing process much easier. The product has a guaranteed future but is finding resistance due to the price. This however will be overcome by the increased awareness of good quality doors amongst the minds of the end customers. Bloom Doors have also found their place online in e- commerce portal of Snapdeal which has helped the company build its brand online. A few orders have been processed through snapdeal and the feedback has been very encouraging. Except for minor challenges in sourcing man power, the road map for Bloom Doors is vivid with a guaranteed product with zero defects and zero maintenance problems. The negative growth has majorly been because of the delayed decisions from the real estate sector due to the delay in projects and the slag in the demand.

PROFESSIONAL MANAGEMENT

The company is strategically taking calls to merge teams of both the verticals to increase the network without increasing the fixed costs significantly. An increased team of professionals to advice on the financial decisions of foreign exchange fluctuations and a smooth on time outsourced internal audit team to help us receive apt reports to take informed decisions.

RISK PERCEPTION:

Looking at the price movement of world crude oil prices, there would be noticeable variations in prices and supply of various chemicals and raw materials. The weakening of rupee will prove to be a major setback which will directly affect all raw material prices in both the Doors and the Laminates division.

However, the company is determined and focused to gain momentum in growth and to improve their profit margins for the coming financial year by dividing the over heads into higher sales.

For the doors division, competition will come in from cheaper doors being marketed by Chinese companies and other unorganized flush door manufacturers and not to forget the growth of new companies which would be wanting to tap the huge market that exists for the eco-friendly engineered panel doors and designer flush doors. This will induce heavy pressure on the cost control during the manufacturing process.

INTERNAL CONTROLS & THEIR ADEQUACY:

Internal Audit & Inspection:

A comprehensive system of internal inspection and audit is in place in the company to monitor internal control systems. The scope and coverage of the Audit is reviewed from time to time to make it more focused and effective. The system of both out-sourcing and in-house audit continued during the year 2013-14.

HUMAN RESOURCES:

During the year under review the employee attrition was minimal. The management continues its efforts in imparting professional training to Executives and Staff members at various levels with the view to upgrade their competence and managerial abilities. The Industrial relations in the company continued to be cordial in the year 2013-14.

New focus is being given to improve safety for the workers and improve awareness of work place management through training on 5S principles.

CAUTIONARY STATEMENT:

The statements and observations made in this analysis are reflective of the collective opinion of the company. Wherever possible, conservative estimates have been considered.

Certain statements in this section relating to estimates, projections and expectations may be forward looking within the meaning of applicable laws and regulations. The actual results could differ marginally from what the directors envisage in terms of the future performance and outlook. The factors that may affect the performance of the company will be changes pertaining to government policies, tariff barriers, delays in registrations, changes in local and overseas markets and the related factors there of.

FIXED DEPOSIT:

During the year under review, the Company has not accepted any Deposits from Public.

DIRECTORS:

As per the Articles of Association Mr. Mayur Parikh retires by rotation but being eligible, offers himself for reappointment.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2 AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

In the preparation of the Annual Accounts, the applicable accounting standards were followed:

The Directors had selected such accounting policies and applied them consistently, 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 of the Company for that period;

The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. Pursuant to Clause-49 of listing agreement to the Stock Exchange Corporate Governance Report and Auditors'' Certificate on its compliance is annexed and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

The details of Conservation of energy, Technology Absorption and Foreign Exchange earnings and outgo as per section 217(1) (e) read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 as amended are given in the Annexure-I forming part of this report.

AUDITORS:

The Company''s Auditors B.T. Vora & Co., Chartered Accountants, Ahmedabad [Firm Reg. No. 123652W] will retire at the conclusion of ensuing Annual General Meeting and offer themselves for reappointment till the conclusion of the next Annual General Meeting.

AUDITORS'' REPORT:

Notes forming part of the Accounts, which are specifically, referred to by Auditors in the Report are self-explanatory and therefore do not call for any further comments.

PARTICULARS OF EMPLOYEES:

There is no employee of the company drawing total remuneration of Rs.60,00,000 p.a. or Rs.5,00,000 p.m. as required u/s 217 (2A) of The Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975

ACKNOWLEDGEMENT:

The Directors take this opportunity to thank all their valued customers, business associates and vendors for their kind support. The Directors also record their appreciation for the sincere and dedicated efforts put in by all the employees at all levels for their contribution towards this performance. The co-operation of our bankers Punjab National Bank have been commendable and have helped us through out the year. The Management also thanks their share holders.

For and On behalf of the Board

Place : Ahmedabad Dr. Sunil Gupta Date : August 14, 2014 Managing Director


Mar 31, 2013

Dear members,

The Directors take pleasure in presenting the Twenty Second Annual Report along with the Audited Statement of Accounts for the year ended 31st March, 2013 as under:

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Year Ended Year Ended Particulars 31/03/2013 31/03/2012 Income from operations 6358.69 5393.96

Other Income 26.90 23.29

Total Expenditure 5742.72 4841.14

Interest 339.94 394.48

Profit before Amortisation, Depreciation & Prior Period Adjustment 302.93 181.63

Depreciation 118.99 121.35

Provision for Tax – Current / Deferred 74.31 2.14

Net Profit after depreciation and tax 109.63 58.14

Profit / (Loss) brought forward 688.45 668.18

Net Profit / (Loss) carried to Balance Sheet 728.97 688.45

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs.0.80/- per equity share of Rs.10 /- each for the year ended 31st March, 2013, subject to the approval of the members at the ensuing Annual General Meeting.

MANAGEMENT DISCUSSIONS AND ANALYSIS FINANCIAL PERFORMANCE:

The growth in the local market opened new opportunities for the company to shift focus onto the domestic markets. Domestic sales have shown a growth of 16.02% over the previous year 11-12.

The gross turnover of the company in the year 2012-2013 has shown a growth of 17.88% as compared to the previous year which also exceeded the projections. The turnover of the company in the year 2012-2013 is Rs.6358.69 Lacs as against Rs.5393.96 Lacs for the previous year 2011-2012.

The domestic markets in India have shown tremendous up trends in demand due to a boom in the construction industry and new design concepts emerging for sophisticated interiors. This is reason enough for the increase in domestic laminate sales and strategic decisions taken by the management have helped in improving the top line of the company both in the domestic and the international markets.

During the financial year under review, there had been a number of external factors adversely affecting the performance and profitability of the Company; i.e Increase in 1) raw material cost, for chemicals like Phenol, Methanol, Formaldehyde and Melamine due to rising crude oil prices. 2) Unfavorable exchange rates of US Dollar and EURO 3) Increase in both inward and outward freight costs due to high fuel prices. In addition to this, frequent shortage of raw materials also affected the overall production and in turn, the anticipated top line of the Company.

Despite the downturn in the economy Bloom Dekor has returned an increase of 17.88% on the top line with better margins.

INDUSTRY OVERVIEW AND DEVELOPMENTS:

Globally, the decorative laminate industry is projected to have a marginal growth. However, the domestic market is showing a very healthy double digit growth, which appears to be sustainable for the coming decade mainly on account of boom in the real estate markets which has put a high demand for decorative laminate sheets catering to the interior decoration of the innumerable residential and commercial buildings sector. At the same time, the Chinese invasion with low prices is adding pressure on the price realizations. The contribution of Indian laminate industry to the world demand is still under utilized and offers a lot of opportunity for the growth in volume.

OUTLOOK & OPPORTUNITIES: LAMINATES:

Bloom is continuing to be a preference amongst the architects and the interior designers by the introduction of each of its new collection every season. We will be concentrating on expanding our reach to tie up with new channel partners to increase volume. The 3rd press for laminates will be operational soon and Bloom will look to cater to the door skins market by the introduction of 7x3 sized HPL sheets. Professional Enterprise Resource Planning (ERP) systems have been implemented, which will help the company take strategic decisions on cost cutting and improving the bottom line. With the implementation of the new press and a new product in the form of 7x3, along with creating an entirely new channel partner strategy to market this product, Bloom has great plans to significantly achieve growth with improved margins.

DOORS:

Bloom Doors has seen a significant increase in comparison to the figures for the previous years. There has been excellent acceptance feedback and the company has widened its direct marketing for doors to over a dozen cities outside the home territory. Huge plans are in process and the company should be out with a totally new look and awareness campaign for the use of good decorative doors through its team of efficient sales executives. This B2B product will also find its way to the retail customer through a strategic execution plan of creating a network of channel partners. Distribution policies, a newer product range, branding etc will be a part of this plan. To effectively market doors in the shortest span of time, Bloom will also leverage the Times Treaty and tie up with various professional creative agencies to execute the action plan in a professional and time bound manner to mark its presence and position itself as a premium door manufacturer in this competitive door industry.

PROFESSIONAL MANAGEMENT

The company is poised for phenomenal growth and has also started the management restructuring process and introduction of modern systems to ensure total professional approach to business. Company is also in the process of implementation of ERP (Enterprise Resource Planning) software.

RISK PERCEPTION:

Looking at the price movement of world crude oil prices, there would be noticeable variations in prices and supply of various chemicals and raw materials. The weakening of rupee will prove to be a major setback which will directly affect all raw material prices in both the Doors and the Laminates division. However, the company is determined and focused to gain momentum in growth and to improve their profit margins for the coming financial year by dividing the over heads into higher sales. For the doors division, competition will come in from cheaper doors being marketed by Chinese companies and other unorganized flush door manufacturers and not to forget the growth of new companies which would be wanting to tap the huge market that exists for the eco-friendly engineered panel doors and designer flush doors. This will induce heavy pressure on the cost control during the manufacturing process.

INTERNAL CONTROLS & THEIR ADEQUACY:

Internal Audit & Inspection:

A comprehensive system of internal inspection and audit is in place in the company to monitor internal control systems. The scope and coverage of the Audit is reviewed from time to time to make it more focused and effective. The system of both out-sourcing and in-house audit continued during the year 2012-2013.

HUMAN RESOURCES:

During the year under review the employee attrition was minimal. The management continues its efforts in imparting professional training to Executives and Staff members at various levels with the view to upgrade their competence and managerial abilities. The Industrial relations in the company continued to be cordial in the year 2012-2013.

New focus is being given to improve safety for the workers and improve awareness of work place management through training on 5S principles.

CAUTIONARY STATEMENT:

The statements and observations made in this analysis are reflective of the collective opinion of the company. Wherever possible, conservative estimates have been considered.

Certain statements in this section relating to estimates, projections and expectations may be forward looking within the meaning of applicable laws and regulations. The actual results could differ marginally from what the directors envisage in terms of the future performance and outlook. The factors that may affect the performance of the company will be changes pertaining to government policies, tariff barriers, delays in registrations, changes in local and overseas markets and the related factors there of.

FIXED DEPOSIT:

During the year under review, the Company has not accepted any Deposits from Public.

DIRECTORS:

As per the Articles of Association Mr. Ashok Gandhi retires by rotation but being eligible, offers himself for reappointment

During the year, Smt. Rupal Gupta has been reappointed as Executive Director (Whole-time) w.e.f. 01.05.2013 for the periods of three years.

DIRECTOR`S RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

In the preparation of the Annual Accounts, the applicable accounting standards were followed:

The Directors had selected such accounting policies and applied them consistently, 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 of the Company for that period;

The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. Pursuant to Clause-49 of listing agreement to the Stock Exchange Corporate Governance Report and Auditors` Certificate on its compliance is annexed and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

The details of Conservation of energy, Technology Absorption and Foreign Exchange earnings and outgo as per section 217(1) (e) read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 as amended are given in the Annexure-I forming part of this report.

AUDITORS:

The Company`s Auditors B.T. Vora & Co., Chartered Accountants, Ahmedabad [Firm Reg. No. 123652W] will retire at the conclusion of ensuing Annual General Meeting and offer themselves for reappointment.

AUDITORS` REPORT:

Notes forming part of the Accounts, which are specifically, referred to by Auditors in the Report are self-explanatory and therefore do not call for any further comments.

PARTICULARS OF EMPLOYEES:

There is no employee of the company drawing total remuneration of Rs.60,00,000 p.a. or Rs.5,00,000 p.m. as required u/s 217 (2A) of The Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975

ACKNOWLEDGEMENT:

The Directors take this opportunity to thank all their valued customers, business associates and vendors for their kind support. The Directors also record their appreciation for the sincere and dedicated efforts put in by all the employees at all levels for their contribution towards this performance. The co-operation of our bankers Punjab National Bank have been commendable and have helped us through out the year. The Management also thanks their share holders. For and On behalf of the Board

Place: Ahmedabad

Date : 14/08/2013 Managing Director


Mar 31, 2011

Dear BLOOM DEKOR LIMITED members,

The directors hereby present the Twentieth Annual Report along with the Audited Statement of Accounts for the year ended 31st March ,2011 as under:

FINANCIAL HIGHLIGHTS: (Rs. in Lacs)

Year Ended Year Ended Particulars 31/03/2011 31/03/2010

Income from operations 4302.65 4123.88

Other Income 46.56 65.12

Total Expenditure 4024.02 3726.13

Interest 267.92 203.13

Profit before Amortisation, Depreciation & Prior Period Adjustment 57.27 259.74

Differed Revenue Expenses Written Off & Prior Period Adjustment 13.99 0.31

Depreciation 103.77 131.55

Provision for Tax - Current / Deferred (4.14) 26.37

Net Profit after depreciation and tax (56.35) 101.51

Profit/(Loss) brought forward 724.53 623.02

Net Profit / (Loss) carried to Balance Sheet 668.18 724.53

FIXED DEPOSIT:

During the year under review, the Company has not accepted any Deposits from Public.

DIRECTORS:

As per the Articles of Association Mr. Chirag Mehta retires by rotation but being eligible, offers himself for reappointment. Dr. Ramesh Shah resigned from the directorship of the Company during the year due to his other pre-occupations. The Board places on record appreciation of the services rendered by Dr. Ramesh Shah, during his tenure as director of the company. Mr. Karan Gupta was appointed as an additional director w.e.f. 12.2.2011 and as an Executive Director for a period of three years w.e.f. 1.4.2011 at remuneration set out in item No.5 to the notice calling AGM subject to approval of shareholders.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards were followed:

(ii) The Directors had selected such accounting policies and applied them consistently, 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 of the Company for that period;

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. Pursuant to Clause-49 of listing agreement to the Stock Exchange Corporate Governance Report and Auditors' Certificate on its compliance is annexed and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

The details of Conservation of energy, Technology Absorption and Foreign Exchange earnings and outgo as per section 217(1) (e) read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 as amended are given in the Annexure-I forming part of this report.

AUDITORS:

The Company's Auditors M/s. B.T. Vora & Co., Chartered Accountants, Ahmedabad [Firm Reg. No. 123652W]will retire at the conclusion of ensuing Annual General Meeting and offer themselves for reappointment.

AUDITORS' REPORT:

Notes forming part of the Accounts, which are specifically, referred to by Auditors in the Report are self-explanatory and therefore do not call for any further comments.

PARTICULARS OF EMPLOYEES:

There is no employee of the company drawing total remuneration of Rs.60,00,000 p.a. or Rs.5,00,000 p.m. as required u/s 217 (2A) of The Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975

ACKNOWLEDGEMENT:

The Directors take this opportunity to thank all their valued customers, business associates and vendors for their kind support. The Directors also record their appreciation for the sincere and dedicated efforts put in by all the employees at all levels for their contribution towards this performance. The co-operation of our banker Punjab National Bank has been commendable and helped us through the year. The Management also thanks their share holders.

For and On behalf of the Board

Place : Ahmedabad

Date : 31.05.2011 Chairman


Mar 31, 2010

The Directors take pleasure in presenting the Nineteenth Annual Report along with the Audited Statement of Accounts for the year ended 31st March 2010, as under:



FINANCIAL HIGHLIGHTS: (Rs. in Lacs)

Year Ended Year Ended

Particulars 31/03/2010 31/03/2009

Income from operations 4123.88 3392.00

Other Income 65.12 51.19

Total Expenditure 3726.13 3063.73

Interest 203.13 197.92

Profit before Amortisation, Depreciation & Prior Period Adjustment 259.74 181.54

Differed Revenue Expenses Written Off & Prior Period Adjustment 0.31 7.45

Depreciation 131.55 121.76

Provision for Tax - Current / Deferred 26.37 21.39

Net Profit after depreciation and tax 101.51 30.94

Profit / (Loss) brought forward 623.02 592.08

Net Profit / (Loss) carried to Balance Sheet 724.53 623.02



FIXED DEPOSIT:

During the year under review, the Company has not accepted any Deposits from Public.

DIRECTORS:

As per the Articles of Association Mr. Chirag Mehta retires by rotation but being eligible, offers himself for reappointment.

Smt. Rupal Gupta was re-appointed as Executive Director for a period of three years w.e.f. 1.5.2010 at remuneration set out in item No.4 to the notice calling AGM subject to approval of shareholders.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards were followed:

(ii) The Directors had selected such accounting policies and applied them consistently, 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 of the Company for that period;

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. Pursuant to Clause-49 of listing agreement to the Stock Exchange Corporate Governance Report and Auditors Certificate on its compliance is annexed and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

The details of Conservation of energy, Technology Absorption and Foreign Exchange earnings and outgo as per section 217(1) (e) read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 as amended are given in the Annexure-I forming part of this report.

AUDITORS:

The Companys Auditors M/s. B.T. Vora & Co., Chartered Accountants, Ahmedabad will retire at the conclusion of ensuing Annual General Meeting and offer themselves for reappointment.

AUDITORS REPORT:

Notes forming part of the Accounts, which are specifically, referred to by Auditors in the Report are self-explanatory and therefore do not call for any further comments.

PARTICULARS OF EMPLOYEES:

There is no employee of the company drawing total remuneration of Rs. 24,00,000 p.a. or Rs. 2,00,000 p.m. as required u/s 217 (2A) of The Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975

ACKNOWLEDGEMENT:

The Directors take this opportunity to thank all their valued customers, business associates and vendors for their kind support. The Directors also record their appreciation for the sincere and dedicated efforts put in by all the employees at all levels for their contribution towards this performance. The co-operation of our previous bankers State Bank of India, The Karur Vysya Bank Ltd. and now Punjab National Bank have been commendable and have helped us through the year. The Management also thanks their share holders.





For and On behalf of the Board

Place : Ahmedabad

Date : 29/05/2010 Chairman

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