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Bella Casa Fashion & Retail Ltd.

BSE: 539399 Sector: Industrials
NSE: N.A. ISIN Code: INE344T01014
BSE LIVE 14:32 | 29 Nov 35.50 2.90
(8.90%)
OPEN

35.50

HIGH

35.50

LOW

35.50

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 35.50
PREVIOUS CLOSE 32.60
VOLUME 10000
52-Week high 39.65
52-Week low 21.50
P/E 23.67
Mkt Cap.(Rs cr) 32.73
Buy Price 34.05
Buy Qty 5000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 35.50
CLOSE 32.60
VOLUME 10000
52-Week high 39.65
52-Week low 21.50
P/E 23.67
Mkt Cap.(Rs cr) 32.73
Buy Price 34.05
Buy Qty 5000.00
Sell Price 0.00
Sell Qty 0.00

Bella Casa Fashion & Retail Ltd. (BELLACASA) - Director Report

Company director report

To

Dear Shareholders

The Directors of Bella Casa Fashion & Retail Limited (Formerly known as GuptaFabtex Private Limited) have pleasure in submitting their 20th Annual Reporttogether with the Audited Statements of Accounts for the year ended 31st March2016.

1. FINANCIAL RESULTS

The audited financial results of the Company for the year ended March 31st 2016 aresummarized below:

Particulars 2015-16 2014-15
Total Income 853017619 789897865
Total Expenditure 831310055 776805356
Earning Before Finance Cost Depreciation & Amortization and Tax (EBIDTA) 59469351 51382138
Less: Finance Cost 32503245 32290058
Less: Depreciation & Amortization expenses 5258542 5999571
Profit Before Tax and Exceptional Items 21707564 13092509
Exceptional Items -76416 -4312580
Profit from Ordinary Activities before Tax 21783981 17405089
Less: Extra Ordinary Items - -
Less: Tax Expenses 7907123 6122408
Profit After Tax (PAT) 13876858 11282682

2. REVIEW OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

The Company recorded total revenue of Rs. 853017619 during the year under review asagainst Rs.789897865 in the previous year thereby registering growth of 7.99 %. Theprofit after tax for the year ended 31st March 2016 is Rs. 13876858 as against Rs.11282682 in the previous year showing growth of 22.99%.

EBIDTA during the year increased from 5 1382138 to 59469351 registering asignificant growth of 15.74%.

3. DIVIDEND

Company has not declared any dividend during the year because Board of Directors of theCompany has decided to carry all profit after tax to Profit & Loss Account underReserve & Surplus and to keep it for future growth and development.

4. RESERVES

During the year Company issued 4715 000 Bonus Shares to existing shareholders fromits Reserve & Surplus account amounting Rs. 47150 000 at a face value of Rs. 10/-each. During the year Company also earned profit and your directors have decided to ploughback the profit into the business therefore no dividend is recommend for the financialyear ended 31st March 2016. During the year under review balance of profits after tax wastransferred to General Reserve.

5. SHARE CAPITAL

The authorized and paid up Equity Share Capital as on March 31 2015 stood at Rs.20500000 and 2.05.00. 000 respectively. During the year Company increased itsAuthorized Share Capital from 2.05.00. 000 to 100000000 and paid up capital from20500000 to 92150000.

Your Company increased its paid up Share Capital from Rs. 20500000 to Rs.92150000 by way of 4715 000 Bonus Share amounting of Rs. 47150 000 at a face valueof Rs. 10/- each and 2450000 Equity Shares through Initial Public Offer (IPO) amountingof Rs. 34300000 at a face value of Rs. 10/- each and a premium of Rs. 4/- each. Theaforesaid Equity Shares is listed on BSE-SME Platform.

During the year under review the Company has not issued shares with differentialvoting rights nor has granted any stock options or sweat equity. As on March 31 2016none of the directors of the Company hold instruments convertible into Equity Shares ofthe Company.

6. CHANGE OF NAME

Name of the Company was changed from "Gupta Fabtex Private Limited" to"Bella Casa Fashion & Retail Private Limited" with effect from 15.07.2015and the Company was converted into Public Limited Company with effect from 31.07.2015.

The change of the name was approved by the members in the 19th Annual General Meetingon 29.06.2015 and the conversion of the Company into Limited Company approved by themembers in the Extra Ordinary General Meeting of the Company held on 15.07.2015. TheRegistrar of Companies Jaipur has issued the new certificate of incorporation recordingthe conversion of the Company on 31.07.2015

7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186.

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

8. DECLARATION OF INDEPENDENT DIRECTORS

The Board of Directors of the Company declares that Independent Directors Mr. SharadMangal Ms Kalpana Juneja Mr. Gunjan Jain and Mr. Vikas Mathur are:

a) in the opinion of the Board are persons of integrity and possesses relevantexpertise and experience;

b) (i) who were or were not a promoter of the Company or its holding subsidiary orassociate Company

(ii) who are not related to promoters or directors in the Company its holdingsubsidiary or associate Company.

c) Who have or had no pecuniary relationship with the Company its holding subsidiaryor associate Company or their promoters or directors during the two immediately precedingfinancial years or during the current financial year;

d) None of whose relatives has or had pecuniary relationship or transaction with theCompany its holding subsidiary or associate Company or their promoters or directorsamounting to two percent or more of its gross turnover of total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;

e) Who either himself nor any of his relatives -

i) holds or has held the position of a key managerial personnel or is or has beenemployee of the Company or its holding subsidiary or associate Company in any of thethree financial year immediately preceding the financial year in which he is proposed tobe appointed.

ii) is or has been an employee or propriety or a partner in any of the three financialyears immediately preceding the financial year in which he is proposed to be appointed of

> a firm of auditors or Company secretaries in practice or cost auditors or theCompany or its holding subsidiary or associate Company;

> any legal or a consulting firm that has or had any transaction with the Companyits holding subsidiary or associate Company amounting to ten percent or more of the grossturnover of such firm.

iii) holds together with his relative two per cent or more of the total voting powerof the Company; or

iv) is a Chief Executive or director by whatever name called of any nonprofitorganization that receives twenty-five percent or more of its receipts from the Companyany of its promoters directors or its holding subsidiary or associate Company or thatholds two per cent or more of the total voting power of the Company; or

v) Who possesses such other qualification as may be prescribed

9. DIRECTORS

As per the provisions of the Section 152 of the companies Act 2013 Whole TimeDirectors of the Company Mr. Harish Kumar Gupta (DIN-01323944) retire by rotation at themeeting and being eligible offer himself for reappointment. The board of directors of theCompany recommends his respective appointment.

During the year under review Mr. Pawan Kumar Gupta re-designated as Managing Directorfrom the Director of the Company Mr. Harish Kumar Gupta re-designated as Chairman &Whole-Time Director from the Managing Director of the Company and Mr. Saurav Gupta and Mr.Gaurav Gupta re-designated as Whole-Time Director from Director of the Company with effectfrom 31.07.2015.

Also Mr. Naresh Manwani appointed as Chief Financial Officer and Ms. Sonika Gupta havebeen appointed as Company Secretary with effect from 12.06.2015 and 29.06.2015respectively.

In accordance with the Companies Act 2013 Ms. Kalpana Juneja Mr. Sharad Mangal andMr. Gunjan Jain were appointed as Independent Directors of the Company with effect from15.07.2015 and Mr. Vikas Mathur was appointed as Independent Directors of the Company witheffect from 31.07.2015 for a period of five consecutive years. All Independent Directorshave given declarations that they meet the criteria of independence as laid down undersection 149(6) of Companies Act 2013 and Regulation 16 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015

10. KEY MANAGERIAL PERSONNEL

During the year under review the Company has following persons as Key ManagerialPersonnel:

Name of the Person Designation
Mr. Harish Kumar Gupta Chairman & Whole-Time Director
Mr. Pawan Kumar Gupta Managing Director
Mr. Saurav Gupta Whole-Time Director
Mr. Gaurav Gupta Whole-Time Director
Mr. Naresh Manwani Chief Financial Officer
Ms. Sonika Gupta Company Secretary & Compliance Officer

11. NUMBER OF THE MEETING OF THE BOARD

The details of the Number of Meetings of the Board held during the financial year2015-16 forms part of the Corporate Governance.

12. RESPONSIBILITY STATEMENT-

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that:-

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period; the change in accounting policy as toDepreciation as mentioned under Notes to Account.

(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis; and

(e) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

(f) they have laid down internal financial controls for the Company and such internalfinancial controls are adequate and operating effectively.

13. ACCEPTANCE OF DEPOSITS-

The Company has not accepted any fixed Deposits from the Public within the meaning ofSection 73 of the Companies Act 2013 and Companies (Acceptance of Deposits) Rules 2014

14. EXTRACT OF THE ANNUAL RETURN

We have enclosed the extract of the annual return in Form No. MGT-9 shall form part ofthe Board's report

15. INVESTOR EDUCATION AND PROTECTION FUND

There were no amounts required to be transferred to the Investor Education andProtection Fund by the Company during the year.

16. LISTING ON SME PLATFORM OF THE BSE LIMITED

Your Directors are pleased to inform you that Company has successfully listed itssecurities on the SME platform of BSE Limited on 15.10.2015 and the Company has paidlisting fees for the year 2015-16

17. STATUTORY AUDITORS

M/s KALANI & COMPANY Chartered Accountants Jaipur the Auditor of the Company whowas appointed in the Annual General Meeting dated 30th September 2014 till theconclusion of the sixth Annual General Meeting and is being eligible for the ratificationin the ensuing Annual General Meeting of the Company.

18. AUDITOR'S REPORT

In the opinion of the Directors the notes to the accounts in auditor's report areself-explanatory and adequately explained the matters which are dealt with by theAuditors.

19. SECRETARIAL AUDIT

Pursuant to the provisions of the section 204 of the Companies Act 2013 and rules madethere under the Company has appointed M/s Shailja Sharma & Associates CompanySecretary in the Board Meeting held on 29.03.2016 to undertake the Secretarial Audit ofthe Company. The report is enclosed as "ANNEXURE A" to this report. No adversecomments have been made in the report by the Practicing Company Secretary.

20. COST AUDIT

During the year under review cost audit was not applicable to the Company.

21. INTERNAL AUDIT

Pursuant to the section 138 of the Companies Act 2013 read with rule 13 of theCompanies (Accounts) Rules 2014 Company has appointed M/s Vikas Jain & AssociatesChartered Accountants Secretary in the Board Meeting held on 29.03.2016 to undertakeinternal audit of the Company.

22. RELATED PARTY TRANSACTION

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. All transactionsentered with the Related Parties as defined under the Companies Act 2013 and regulation23 of the SEBI (listing Obligation & Disclosure Requirements) Regulations 2015 duringthe financial year were in the ordinary course of business and on arm's length basis anddo not attract the provisions of section 188 of the Companies Act 2013. Thus disclosurein form AOC- 2 is not required. Related party transactions have been disclosed under theNote 2.29 of significant accounting policies and notes forming part of the financialstatements in accordance with Accounting Standard 18.

A statement in summary form of transactions with related parties in the ordinary courseof business and arm's length basis is periodically placed before the Audit committee forreview and recommendation to the Board for their approval.

23. SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per requirements of Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure) Regulations 2015 Management's Discussion and Analysis of thefinancial condition and results of operations have been provided separately in this AnnualReport.

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information under section 134(3) of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 for the year ended March 31 been appended asAnnexure B to this Report.

26. RISK MANAGEMENT

Business risk evaluation and management is ongoing process within the Company. TheAssessment is periodically examined by the Board.

27. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been appended as Annexure C to thisReport.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

There are no significant and material orders passed by the Courts or any otherregulators which would impact the going concern status of the Company and its futureOperation.

29. PERFORMANCE EVALUATION-

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 (10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Nomination andRemuneration Committee has laid down the criteria for evaluation of the performance ofindividual Directors and the Board as a whole. Based on the criteria the exercise ofevaluation was carried out through a structured process covering various aspects of theBoard functioning such as composition of the Board and committees experience &expertise performance of specific duties & obligations attendance contribution atmeetings etc. The performance evaluation of the Chairman and the Non IndependentDirectors was carried out by the Independent Director. The performance of the IndependentDirectors was carried out by the entire Board (excluding the Director being evaluated).The Directors expressed their satisfaction with the evaluation process.

30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal committee constituted under the said act has confirmed thatno complaint/case has been filed/ pending with the Company during the year.

31. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Management does not perceive any material changes occurred subsequent to the close ofthe financial year as on 31.03.2016 before the date of report dated 03.09.2016 affectingfinancial position of the Company in any subsequent manner.

32. CORPORATE GOVERNANCE-

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the report of the Corporate Governance and theCertificate of the Auditors of the Company in respect of compliance thereof and appendedhereto and forming part of the report.

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 thecompliance with the corporate governance provisions as specified in regulations 17 1819 20 2122 23 24 25

26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D andE of Schedule V shall not apply in respect of the listed entity which has listed itsspecified securities on the SME Exchange.

33. CORPORATE SOCIAL RESPONSIBILITY

The Company was not required to constitute Corporate Social Responsibility committeeunder the section 135 of Companies Act 2015.

34. CAUTIONARY STATEMENT

Statement in the annual return particularly those which relate to Management Discussion& Analysis Report may constitute forward looking statements within the meaning ofapplicable laws and regulations. Although the expectations are based on reasonableassumption the actual result might differ.

35. APPRECIATION AND ACKNOWLEDGEMENT

Your Directors express their sincere gratitude for the assistance and co-operationextended by the customers various Government Semi-Government and Local AuthoritiesSuppliers Shareholders Business Association.

Your Directors also wish to place on record their deep appreciation for the dedication& hard work put by the employees at all levels towards the growth of the Company. Lastbut not the least the Board of Directors wish to thank the Investors/Shareholders fortheir support co-operation and faith in the Company.

For and on the behalf of the
Bella casa Fashion Retail Limited
Sd/- Sd/-
Harish Kumar Gupta Pawan Kumar Gupta
Chairman & Whole-Time Director Managing Director
DIN:01323944 DIN:01543446
Place: Jaipur
Date: 03.09.2016

ANNEXURE B'

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The information under section 134(3) of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 for the year ended March 31 2016 is given below andforms port of the Director's Report.

(A) Conservation of Energy

(i) The steps taken or impact on conservation of energy

In line with the Company's commitment towards conservation of energy Company ensuresthat the manufacturing operations are conducted in the manner whereby optimum utilizationand maximum possible savings of energy is achieved. Company continues with their effortsaimed at improving energy efficiency through innovative measures to reduce wastage andoptimize consumption. Some of the measures taken by the company in this direction are asunder:

a. Replacement of old utility equipment's with new energy efficient equipment's.

b. Effective preventive maintenance helped in increasing energy efficiency ofequipment.

(ii) The steps taken by the Company for utilizing alternate source of energy N.A.

(iii) The capital investment on energy conservation equipment's-NIL

(B) Technology Absorption

(i) The efforts made towards technology absorption

The Company continues to perform R&D activities to improve quality of products andto reduce production cost to serve its customer better.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution

a. Development of new products

b. Reduction of production cost

c. Product and process improvement

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

N.A.

(iv) The expenditure incurred in Research and Development

NIL

(C) Foreign exchange earnings and Outgo

Particulars 2015-16 2014-15
Earnings in foreign Exchange NIL 65315400
Outgo in foreign Exchange NIL NIL

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