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, 2025. Pursuant to an
application filed by Karan Monomers Pvt. Ltd. before the Hon'ble National Company Law
Tribunal, Ahmedabad Bench ("NCLT") in terms of Section 9 of the Insolvency and
Bankruptcy Code, 2016 read with the rules and regulations framed thereunder
("Code"), the NCLT had admitted the application and ordered the commencement of
Corporate Insolvency Resolution Process ("CIR process" or "CIRP") of
BLOOM DEKOR LIMITED (under CIRP) ("Company"/ "BDL/ "Corporate
Debtor") vide its order dated October 11, 2023 ("Admission Order"). The
NCLT had, pursuant to the Admission Order, appointed an interim resolution professional
("IRP") of the Company vide its order dated October 11, 2023 and thereafter she
was confirmed as Resolution Professional ("RP") in the 1ST meeting of Committee
of Creditors ("COC"). In terms of the Admission Order, inter alia, the
management of the affairs of the Company was vested with the IRP. Creditors were called
upon to submit the claims, The Resolution Professional has examined and admitted the
claims Unsecured Financial Creditors amounting to 12.40 Cr approx. and from Operational
Creditors amounting to 8.45 Cr approx. The variations between balances as per books and
amount claimed by the creditors is due to charging of interest ad penalty and other
charges claimed by the creditors.
Financial Results:
( in Lakh)
Particulars |
F.Y. 2024-25 |
F.Y. 2023-24 |
| Revenue from Operations |
451.87 |
572.70 |
| Other Income |
4.27 |
3.68 |
Total Income |
456.14 |
576.38 |
| Operating Expenditure Before Finance Cost,
Depreciation and Amortization |
546.83 |
659.07 |
Earnings Before Finance Cost, Depreciation
and Amortization (EBITDA) |
(90.69) |
(82.69) |
| Less: Finance Costs |
6.35 |
10.22 |
| Less: Depreciation and Amortization Expense |
41.40 |
51.39 |
Profit / (Loss) Before Tax |
(138.44) |
(144.30) |
| Less: Tax Expense |
(34.99) |
(59.07) |
Profit / (Loss) After Tax |
(103.45) |
(85.23) |
YEAR AT A GLANCE: Financial Performance:
The net revenue from operations decreased to 451.87 lakhs as against
572.70 lakhs in the previous year showing a downward trend of 21.09% due to decrease in
domestic sales of Laminates and Door. The loss before Tax for the current year is (138.44)
lakhs as against the loss before tax of (144.30) lakhs in the previous year. The loss
after tax stood at (103.45) lakhs as compared to profit after tax of previous year of
(85.23) lakhs.
Financial Statements:
The audited financial statements of the Company are drawn up for the
financial year ended March 31, 2025, in accordance with the requirements of the Companies
(Indian Accounting Standard) Rules, 2015 (Ind AS) notified under Section 133 of the Act,
read with relevant rules and other accounting principles.
FUTURE OUTLOOK:
The Company is focused on the reduction of administrative cost. The
Company will continue manufacturing activity of doors Division and trading of laminates.
With the reduction in the cost and focusing on manufacturing doors and trading of
laminates, the Company expect better financial result in the upcoming years.
Due to losses and ongoing CIR process, the Company has not proposed to
carry any amount in reserve.
DIVIDEND:
Your Directors regret to declare any dividend for the financial year
2024-25 (previous year Nil).
Shareholders are informed that pursuant to the provisions of Investor
Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("the
Rules") the final dividend declared for the financial year 2014-15, which remained
unclaimed for a period of seven years has been credited to the IEPF. The corresponding
shares on which dividend was unclaimed for seven consecutive years were also transferred
as per the procedure set out in the Rules.
For details of dividend and/or shares transferred to IEPF and for
claiming the same, kindly visit the weblink:
https://www.bloomdekor.com/investors/#1603970309262-d8de9015-9c48.
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 10,00,00,000 divided
into 10000000 Equity Shares of 10/- each.
Issued, Subscribed & Paid-up Capital
The present Issue, Subscribed & Paid-up Capital of the Company is
685.00 Lakh divided into 6850000 Equity Shares of 10.00 each.
During the year under review, there was no change took place in the
authorized and paid-up share capital of the Company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Constitution of Board:
The Composition of Board of Directors of the Company does not comply
with the provisions of the Companies Act, 2013. However, as the Company is under corporate
insolvency resolution process pursuant to the provisions of the Insolvency and Bankruptcy
Code, 2016, with effect from October 11, 2023, its affairs, business and assets are being
managed by, and the powers of the board of directors are vested in the Resolution
Professional, Ms. Vineeta Maheshwari, appointed by Hon'ble National Company Law
Tribunal, Ahmedabad Bench. Accordingly, the power of The Board of Directors of the Company
to appoint new Directors stand suspended. However, while the powers of the board of
directors stand suspended, the directors continue to hold their respective positions/
designations in the Company and are required to extend all assistance and cooperation to
the RP as required in managing the affairs of the Company. Meetings of the directors and
committees are called in compliance with the provisions of applicable laws governing the
Company, where matters are discussed and the recommendations of the Directors are taken
note of by the RP for the purpose of managing the operations of the Company as a going
concern, ensure company remains in compliance. Further, as per Regulation
15(2A) and (2B) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), the provisions
specified in Regulations 17, 18,19, 20 and 21 of the Listing Regulations shall not be
applicable during the corporate insolvency Resolution Process of the Company and the roles
and responsibilities of the board of directors and the committees, specified in the
respective regulations of the Listing Regulations, shall be fulfilled by the RP.
None of the Directors of Board is a member of more than ten Committees
or Chairperson of more than five 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 7 listed entities nor any of the Director of the Company serve as Independent
Director in more than 7 listed entities.
During the financial year 2024-25, Mr. Mayur Rajendrabhai Parikh, (DIN
00005646), had resigned from the post of Non-executive Independent Director of the Company
w.e.f. October 15, 2024 due to completion of second tenure of Five Years.
As on the date of this report, the Board of the Company comprises Two
Directors out of which one is Promoter Executive Director; one is Promoter Non-Executive
Director. The Board comprise following Directors;
|
|
|
|
No. of Committee^ |
|
Name of Directo |
Category Cum Designation |
Date of Appointment at
current Term |
Total Directorship ~ |
in which Director is
Member |
in which Director is
Chairperson |
No. of Shares held as on
March 31, 2025 |
Dr. Sunil Gupta |
Managing Director (Promoter) |
August 10, 2018 |
1 |
2 |
- |
2189480 Equity Shares |
Mrs. Rupal Gupta |
Non- Executive Director
(Promoter) |
June 30, 2020 |
1 |
2 |
2 |
542959 Equity Shares |
^ Committee includes Audit Committee and Shareholders' Grievances
Committee across all Public Companies.
~ Excluding Private Companies, Foreign Companies, Section 8 Companies
& struck off Companies.
Due to Company is undergoing CIR Process, the Current Board of the
Company is ceased and Ms. Vineeta Maheshwari, Resolution Professional is acting as
Administrator of the Company.
Disclosure by Directors:
The Directors on the Board have submitted notice of interest under
Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and
declaration as to compliance with the Code of Conduct of the Company. 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, 2024, August 13, 2024, September 07, 2024, November 14, 2024 and
February 14, 2025. 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 Directors |
Dr. Sunil Gupta |
Mrs. Rupal Gupta |
Mr. Mayur* Parikh |
| Number of Board Meeting held |
5 |
5 |
3 |
Number of Board Meetings
Eligible to attend |
5 |
5 |
3 |
| Number of Board Meeting attended |
5 |
5 |
3 |
| Presence at the previous AGM |
Yes |
Yes |
Yes |
*Mr. Mayur Rajendrabhai Parikh, (DIN 00005646), had resigned from the
post of Non-executive Independent Director of the Company with effect from October 15,
2024 due to completion of second tenure of Five Years.
Independent Directors:
In terms of Section 149 of the Companies Act, 2013 and rules made there
under, the Company had One Non-Promoter Non-Executive Independent Directors in line with
the Companies Act, 2013 at the beginning of the financial year. However, Mayur
Rajendrabhai Parikh, (DIN 00005646), had resigned from the post of Non-Executive
Independent Director of the Company with effect from 15/10/2024. As of date of this Report
there were no Independent Director Appointed on the Board of the Company. 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.
Key Managerial Personnel:
During the financial year 2024 25, the Company had Dr. Sunil Gupta as
Managing Director and Mrs. Falguni Rajanbhai Shah as Chief Financial Officer (with effect
from May 04, 2023), who were acting as Key Managerial Personnel in accordance with Section
203 of the Companies Act, 2013. Mr. Tushar Donda was appointed as the Company Secretary
and Compliance Officer of the Company and acted as a Key Managerial Personnel during the
year; however, he resigned with effect from November 19, 2024.
Information on Directorate:
In accordance with the provisions of the Articles of Association and
Section 152 of the Companies Act, 2013, Mrs. Rupal Sunil Gupta (DIN 00012611), Non-
Executive Director of the Company retires by rotation at the ensuing annual general
meeting. She, being eligible, has offered himself for re-appointment as such and seeks
re-appointment. The Board of Directors recommend her 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") and
Secretarial Standard II on General Meeting, of the person seeking re -appointment as
Director is annexed to the Notice convening the 34th annual general meeting.
PERFORMANCE EVALUATION
The evaluation of performance of each directors, chairperson,
committees and board for the financial year 2022-23 were carried out during the February
2023. With effect from October 11, 2023, the Company is under corporate insolvency
resolution process pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016.
Its affairs, business and assets are being managed by, and the powers of the board of
directors are vested in the Resolution Professional, Ms. Vineeta Maheshwari, appointed by
Hon'ble National
Company Law Tribunal, Ahmedabad Bench. Hence, no formal annual
evaluation has been done for the Directors performance and that of the Committees and
individual directors as required under the provisions of Section 134 read with Rule 8 (4)
of the Companies (Accounts) Rules, 2014 for the financial year 2024-25.
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, 2025, 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, 2025 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. Note:
Since the Company is under CIR Process, the management of the affairs of the Company is
vested with Resolution Professional and the Directors of the Company are required to
continue performing their duties and roles and extend necessary cooperation and support to
the RP. Accordingly, the above mentioned duties and responsibility of Directors have been
performed by directors under the overall supervision/direction of RP of the Company.
COMMITTEES OF BOARD:
The Board of Directors, has formed various committees, details of which
are given hereunder.
A. Audit Committee:
The Composition of audit committee in not in line with the provisions
of Section 177 of the Companies Act, 2013 as the Board of Directors of the Company is not
duly constituted. 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 4 (Four) times, viz May 30,
2024, August 13, 2024, November 14, 2024, and February 14, 2025. The composition of the
Committee and the details of meetings attended by its members are given below:
|
|
|
Number of meetings during the
financial year 2024-25 |
Name of Members |
Category |
Designation in Committee |
Held |
Eligible to attend |
Attended |
Mrs. Rupal Gupta |
Non-Executive Director |
Member |
4 |
4 |
4 |
Dr. Sunil Gupta |
Executive Director |
Member |
4 |
4 |
4 |
Ms. Vineeta Maheshwari |
Resolution Professional |
Chairperson |
4 |
4 |
4 |
Mr. Mayur Parikh* |
Independent Director |
Member |
4 |
2 |
2 |
* Mr. Mayur Rajendrabhai Parikh (DIN: 00005646) resigned from the
position of Non-Executive Independent Director of the Company with effect from October 15,
2024. The Statutory Auditor and Internal Auditor of the Company are invited in the meeting
of the Committee wherever requires. Chief Financial Officer of the Company is a regular
invitee at the Meeting. Further, the Company Secretary of the Company, has acted as the
Secretary to the Audit Committee until his resignation with effect from November 19, 2024.
Ms. Vineeta Maheshwari, Resolution Professional is acting as Chairperson of the Committee
and had attended last Annual General Meeting of the Company held on September 30, 2024.
Recommendations of Audit Committee, wherever/whenever given, have been accepted by the
Board of Directors and noted and taken on record by the RP of the Company.
Vigil Mechanism:
The Company has established a vigil mechanism and accordingly framed a
Whistle Blower Policy. The policy enables 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 Chairperson 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 https://www.bloomdekor.com/pdf/WhistleBlowerPolicy.pdf.
B. Nomination and Remuneration Committee:
The Composition of Nomination and Remuneration committee of the Company
is not in line with the provisions of Section 178 of the Companies Act, 2013 as the Board
of Directors of the Company is not duly constituted. 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 1 (One) time on September 07, 2024.
|
|
|
Number of meetings during the
financial year 2024-25 |
Name of Members |
Category |
Designation in Committee |
Held |
Eligible to attend |
Attended |
Mrs. Rupal Gupta |
Non-Executive Director |
Member |
1 |
1 |
1 |
Dr. Sunil Gupta |
Executive Director |
Member |
1 |
1 |
1 |
Ms. Vineeta Maheshwari |
Resolution Professional |
Chairperson |
1 |
1 |
2 |
Mr. Mayur Parikh* |
Independent Director |
Member |
1 |
1 |
1 |
* Mr. Mayur Rajendrabhai Parikh (DIN: 00005646) resigned from the
position of Non-Executive Independent Director of the Company with effect from October 15,
2024.
Ms. Vineeta Maheshwari, Resolution Professional is acting as
Chairperson of the Committee.
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:
o 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.
o A person should possess adequate qualification, expertise and
experience for the position he/ she is considered for appointment.
o 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 Company's remuneration policy is driven by the success and
performance of Director, KMP and Senior Management Personnel vis-?-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.
Currently, as the Company is under CIR Process, the approval of CoC is
necessary for the appointment and remuneration of Directors and Key Managerial personnel
of the Company.
The Nomination and Remuneration Policy, as adopted by the Board of
Directors, is placed on the website of the Company at www.bloomdekor.com and is annexed to
this Report as Annexure A.
Remuneration of Suspended
Directors: |
|
|
(Amount in Lakh) |
Name of Directors |
Designation |
Salary |
Sitting Fees |
Perquisite |
Total |
Dr. Sunil Gupta |
Managing Director |
15.84 |
- |
- |
15.84 |
Mrs. Rupal Gupta |
Non-Executive Director |
- |
0.20 |
- |
0.20 |
Mr. Mayur Parikh |
Independent Director |
- |
- |
- |
- |
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 1 (One) time on September 07, 2024. The composition of the
Committee and the details of meetings attended by its members are given below:
|
|
|
Number of meetings during the
financial year 2024-25 |
Name of Members |
Category |
Designation in Committee |
Held |
Eligible to attend |
Attended |
Dr. Sunil Gupta |
Executive Director |
Member |
1 |
1 |
1 |
Mrs. Rupal Gupta |
Non-Executive Director |
Member |
1 |
1 |
1 |
Ms. Vineeta Maheshwari |
Resolution Professional |
Chairperson |
1 |
1 |
1 |
Mr. Mayur Parikh* |
Independent Director |
Chairperson |
1 |
1 |
1 |
*Mr. Mayur Rajendrabhai Parikh (DIN: 00005646) resigned from the
position of Non-Executive Independent Director of the Company with effect from October 15,
2024. Ms. Vineeta Maheshwari, Resolution Professional is acting as Chairperson of the
Committee. Company Secretary and Compliance officer of the Company provides secretarial
support to the Committee. During the year under review, the Company did not receive any
complaints from the shareholders. As on March 31, 2025, there were no complaints pending
for resolution.
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, 2025.
CODE OF CONDUCT
As prescribed under the provisions of Section 149 of the Companies Act,
2013 for its Board of Directors and senior management and employees, the Company has
formulated a comprehensive Code of Conduct (the Code). The Code is applicable to Directors
and senior management and employees to such extent as may be applicable to them depending
upon their roles and responsibilities. The Code gives guidance and support needed for
ethical conduct of business and compliance of law. The Code reflects the values of the
Company viz. Customer Value, Integrity, one team and Excellence.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statement for the year ended on March 31, 2025.
WEB LINK OF ANNUAL RETURN:
The link to access the Annual Return is
https://bloomdekor.com/wp-content/uploads/2025/08/Annual-Return-2024-25.pdf
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 B.
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 not required to maintain the cost
records and accordingly the Company has not maintained the Cost record.
MATERIAL CHANGES AND COMMITMENT:
There are no other material changes and commitments, affecting the
financial position of the Company, that have occurred between the end of financial year of
the Company i.e. March 31, 2025 to the date of this Report.
PARTICULAR OF EMPLOYEES:
The ratio of the remuneration of each 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
C.
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 Members of the Company. Any member interested in obtaining the same may write
to the Company Secretary and the same will be furnished on request.
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 financial year
under review, the Company has complied with all the provisions of the POSH Act and the
rules framed thereunder. There were no cases filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further details are
as follow:
| a. |
Number of complaints of Sexual Harassment
received in the Year |
Nil |
| b. |
Number of Complaints disposed off during the
year |
Nil |
| c. |
Number of cases pending for more than ninety
days |
Nil |
MATERNITY BENEFIT:
The Company affirms that it has duly complied with all provisions of
the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women
employees during the year.
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
D.
RISK MANAGEMENT:
The Company is currently under CIR process pursuant to the provisions
of the Insolvency and Bankruptcy Code, 2016 and considering these developments including,
in particular, the respective Resolution Professionals having taken over the management
and control of the Company. The Company continues to incur loss. The Auditors have drawn
qualification in their Audit Report for the year ended March 31, 2025 that these events
indicate material uncertainty on the Company's ability to continue as a going
concern. 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.
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 re-appointed as Statutory Auditors of your Company at the Thirty first
Annual General Meeting held on September 02, 2022, for a term of five consecutive years.
The Report given by the Auditors on the financial statement of the Company is part of this
Annual Report. There have been few qualifications given by the Statutory Auditors in their
Report to which Board of Directors / RP submits as under; (1) In respect of outstanding
trade payables in foreign currency, the Management/Resolution Professional (RP) state
that the Company is in the process of evaluating appropriate course of action for
compliance with Foreign Exchange Management Act, 1999 and any other applicable law on
account of delay in payment of above dues. (2) In respect of accumulated losses and
material uncertainty about the going concern, the Company has taken major steps to reduce
the cost. Moreover, the Company will continue manufacturing activity of doors Division and
laminates division on outsourcing basis. (3) In respect of No Provision for Interest on
Inter Corporate Deposit taken from NBFC in the Books of Accounts, the Company state that
effect of interest not being provided due to the company being under Corporate Insolvency
Resolution Process (CIRP). According to the law, once CIRP is initiated, a moratorium
becomes applicable, and the interest on any loan will stop until the CIRP process is
complete with a resolution plan. (4) In respect of the balance confirmation awaited from
the suppliers and customers, the Company has sent mail for balance confirmation to all
parties and provide stipulated time to revert with balance confirmation of their books.,
many parties have sent revert with balance confirmation & few parties did not revert
within stipulated time. Hence, we deemed to be assumed that there are no discrepancies.
(5) In respect of non-accounting of certain bank accounts opened by the Resolution
Professional (‘RP') of the Company during the Ongoing Corporate Insolvency
Resolution Process (‘CIRP') under the Insolvency and Bankruptcy Code, 2016
(‘IBC, 2016') in the books of accounts for the Financial Year 2023-24, the
Company states that it inadvertently omitted to account for the bank account opened by the
Resolution Professional during the CIRP period. However, the oversight has since been
rectified, and appropriate disclosures have been duly made in the books of accounts
SECRETARIAL AUDITOR AND THEIR REPORT:
The Company has appointed M/s. ALAP and Co. LLP, Ahmedabad Practicing
Company Secretaries, to conduct the secretarial audit of the Company for the financial
year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules
thereunder. The Secretarial Audit Report for the financial year 2024-25 is annexed to this
report as an Annexure
E.
There have been few qualifications given by the Secretarial Auditor in
their Report.
Sr. No. |
Observation |
Reply of Resolution Professional /
Suspended Management |
1. |
The Company has not appointed
Company Secretary (Key Managerial Personnel) under Section 203 of the Companies Act, 2013
r.w. Regulation 6 Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 for the period from 20/11/2024 to 31/03/2025 |
Resolution Professional /
Suspended Management would like to bring to your kind attention that the company is
presently undergoing Corporate Insolvency Resolution Process (CIRP) under the Insolvency
and Bankruptcy Code, 2016, and is facing significant financial constraints. Despite
sincere and continuous efforts by the management and the Resolution Professional, the
company has not been able to appoint a qualified Company Secretary. In view of the ongoing
CIRP status and the financial instability of the company, no suitable candidate has been
willing to accept the position. To address the requirement, the Resolution Professional
had also issued a public advertisement in leading newspapers inviting applications for the
role; however, it did not yield any positive response. However, the Company is making its
best effort to appoint the Company Secretary. |
2. |
The requisite Composition of
Board of Directors of the Company (minimum 3 Directors in case of Public Company) does not
meet Composition requirement specified under relevant section of the Companies Act, 2013
for the period 16/10/2024 to 31/03/2025 due to filing of Form DIR-11 for Resignation by
Mr. Mayur Parikh. |
Resolution Professional /
Suspended Management would like to bring to your kind attention that the company is
presently undergoing Corporate Insolvency Resolution Process (CIRP) under the Insolvency
and Bankruptcy Code, 2016. In view of the ongoing CIRP status and the financial
instability of the company, no suitable candidate has been willing to accept the position
of Independent Director. Moreover, second term of Mr. Mayur Parikh, Independent Director
of the Company had expired and the Company can not continue him as Director. In view of
completion of tenure, Mr. Mayur Parikh has filed |
3. |
The Company has not appointed
requisite numbers of Independent Directors on its Board. |
intimation of Resignation in
DIR-11 with RoC, which has been taken on record by the RoC. The Company is making its best
effort to appoint the requisite Directors on Board. |
4. |
The requisite Composition of
Audit Committee and Nomination and Remuneration Committee do not meet Composition
requirement specified under relevant sections of the Companies Act, 2013 for the period
01/04/2024 to 31/03/2025 due to absence of requisite Independent Directors on Board. |
|
5. |
The Company has not Filed
Form DIR-12 for intimating the Resignation of Mr. Mayur Rajendrabhai Parikh, Independent
Director of the Company for Completion of his Second term of five Years in the company. |
Resolution Professional /
Suspended Management would like to bring to your kind attention that as per Section 149 of
the Companies Act, 2013, the board of public company shall comprise of at least three
directors. In view of completion of tenure, Mr. Mayur Parikh has filed intimation of
Resignation in DIR-11 with RoC, which has been taken on record by the RoC. However, the
Company could not submit form DIR-12 due to technical errors while filing form which
stated that the Form can not be filed due to minimum requirement of board could not be
fulfilled post filing of Form. The Company is making its best effort to appoint the
requisite Directors on Board and requisite filing of Form DIR-12 can only be done post
appointment of another director. |
6. |
The Company had Filed certain
e-forms with Registrar of Companies beyond the statutory time period. |
Resolution Professional /
Suspended Management would like to bring to your kind attention that the Company is
regularly submitting all the requisite e form with RoC. However, due to oversight, certain
e-forms have been submitted with additional fees with minor delays and as on date all the
filings have been completed. |
7. |
The Company paid the annual
listing fees to BSE Limited with a delay. |
Resolution Professional /
Suspended Management would like to bring to your kind attention that the company is
presently undergoing Corporate Insolvency Resolution Process (CIRP) under the Insolvency
and Bankruptcy Code, 2016, and is facing significant financial constraints. However, the
Company has paid annual listing fees to BSE Limited for FY 2024-25. |
8. |
The capturing of some of the
UPSI entries in the SDD Software has been done with a delay from the actual date of
sharing of UPSI. |
Resolution Professional /
Suspended Management would like to bring to your kind attention that the Company is
regularly making UPSI entries in the SDD Software. However, due to oversight, certain
entries have been made with minor delays. |
|
|
Resolution Professional /
Suspended Management assure timely entries in the SDD Software in coming period. |
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, 2025 along with comparable as on March 31, 2024. COMPLIANCE
WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2:
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to
‘Meetings of the Board of Directors' and ‘General Meetings',
respectively, have been duly complied by your Company.
DETAILS OF THE DESIGNATED OFFICER:
Falguni Rajanbhai Shah, Chief Financial Officer of the company is
acting as Designated Officer under Rule (9) (5) of the Companies (Management and
Administration) Rules, 2014.
LARGE ENTITY:
The Board of Directors of the Company hereby confirm that the Company
is not a Large Corporate entity in terms of Regulation 50B of SEBI (Issue and Listing of
Non-Convertible Securities) Regulations, 2021 (NCS Regulations).
GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this
report for the items prescribed in section 134 (3) of 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) Information on subsidiary, associate and joint venture companies; (vii)
one time settlement with any bank or financial institution and (viii) Voting rights which
are not directly exercised by the employees in respect of shares for the subscription/
purchase of which loan was given by the Company (as there is no scheme pursuant to which
such persons can beneficially hold shares as envisaged under section 67(3)(c) of the
Companies Act, 2013).
APPRECIATIONS AND ACKNOWLEDGEMENT:
Your Directors express their sincere appreciation for the co-operation
and assistance received from Shareholders, Bankers, Financial Institutions, Regulatory
Bodies, government Authorities, customers and other business constituents during the year
under review. The Directors express their sincere thanks to the Resolution Professional
and Committee of Creditors of the Company for continuous support during the year. Your
Directors also wish to place on record their deep sense of appreciation for the commitment
displayed by all executives, officers and staff and look forward to their continued
support in future.
Registered office: |
|
For and on behalf of |
| Survey No. 275, At & Post: Dhanap N. |
BLOOM DEKOR LIMITED (under
CIRP) |
| H. No. 8, Opp. Ambemata Temple |
|
CIN: L20210GJ1992PLC017341 |
| Gandhinagar 382355 |
|
|
|
Vineeta Maheshwari |
Dr. Sunil Gupta |
Date: August 14, 2025 |
RP of BLOOM DEKOR LIMITED |
Suspended Managing Director |
Place: Ahmedabad |
(under CIRP) |
DIN 00012572 |
|