The Directors of Bella Casa Fashion & Retail Limited (Formerly known as GuptaFabtex Private Limited) have pleasure in submitting their 21st Annual Report together withthe Audited Statements of Accounts for the year ended 31st March 2017.
1. FINANCIAL RESULTS
The audited financial results of the Company for the year ended March 31st 2017 aresummarized below:
| || ||Rs. in Lacs |
|Particulars ||2016-17 ||2015-16 |
|Total Income ||11502.86 ||8530.18 |
|Total Expenditure ||10999.96 ||8313.11 |
|Earning Before Finance Cost Depreciation & Amortization and ||876.67 ||594.69 |
|Tax (EBIDTA) || || |
|Less: Finance Cost ||315.88 ||325.03 |
|Less: Depreciation & Amortization expenses ||57.90 ||52.57 |
|Profit Before Tax and Exceptional Items ||503.66 ||217.07 |
|Exceptional Items ||0.76 ||0.76 |
|Profit from Ordinary Activities before Tax ||503.66 ||217.83 |
|Less: Extra Ordinary Items ||_ ||_ |
|Less: Tax Expenses ||176.86 ||79.07 |
|Profit After Tax (PAT) ||326.80 ||138.76 |
2. REVIEW OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
The Company recorded total revenue of Rs. 11502.86 Lacs during the year under reviewas against Rs. 8530.18 Lacs in the previous year thereby registering growth of 34.85 %.The profit after tax for the year ended 31st March 2017 is Rs. 326.80 Lacs as against Rs.138.76 Lacs in the previous year showing growth of 135.50%. EBIDTA during the yearincreased from 594.69 Lacs to 876.67 Lacs registering a significant growth of 47.42%.
3. DIVIDEND & RESERVES
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. Your Company hasearned adequate profit during the financial year 2016-17 and proposes to transfer balanceof profit to the General Reserve.
4. SHARE CAPITAL
The authorized and paid up Equity Share Capital as on March 31 2017 stood at Rs.100000000 and 92150000 respectively.
As on March 31 2017 none of the directors of the Company hold instruments convertibleinto Equity Shares of the Company.
During the year under review the Company has not issued shares with differentialvoting rights nor has granted any stock options or sweat equity.
5. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Pursuant to the provisions of Section 186(4) of the Act and SEBI (LODR)disclosures on particulars relating to loans advances and investments are provided aspart of the Financial Statements. There are no guarantees issued or securities provided byyour Company in terms of Section 186 of the Act read with the Companies (Meetings ofBoard and its Powers) Rules 2014.
6. DECLARATION OF INDEPENDENT DIRECTORS-
Your Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed under Section149(6) of the Act read with Schedules and the Companies (Appointment and Qualification ofDirectors) Rules 2014 and the SEBI (LODR).
7. BOARD OF DIRECTORS
As per the provisions of the Section 152 of the companies Act 2013 Whole TimeDirectors of the Company Mr. Gaurav Gupta (DIN-07106587) 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 there is nochange in the Board of Directors of the Company.
8. 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 |
During the year under review there is no change in the Key Managerial Personnel of theCompany.
9. NUMBER OF THE MEETING OF THE BOARD
The details of the Number of Meetings of the Board held during the financial year2016-17 forms part of the Corporate Governance.
10. 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.
11. ACCEPTANCE OF DEPOSITS-
The Company has not accepted any Deposits from the Public within the meaning of Section73 of the Companies Act 2013 and Companies (Acceptance of Deposits) Rules 2014
12. 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
13. 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.
14. LISTING FEES
Presently the Equity Shares of the Company are listed on the BSE Limited (SMEPlatform). The Company has paid the annual listing fees for the financial year 2017-2018to BSE.
15. 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 the conclusionof the sixth Annual General Meeting and is being eligible for the ratification in theensuing Annual General Meeting of the Company. As required under the provisions of Section139 of the Companies Act 2013 the Company has obtained written confirmation from MessrsKalani & Company that their appointment if made would be in conformity with thelimits specified in the said Section. There is no Audit qualification for the year underreview.
16. 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.
17. 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 31.03.2017 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
18. COST AUDIT-
During the year under review cost audit was not applicable to the Company.
19. 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 AG & Company CharteredAccountants as Internal Auditor of the Company in the Board Meeting held on 31.03.2017 toundertake internal audit. Their scope of work includes review of processes forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas. InternalAuditors findings are discussed with the process owners and suitable corrective actionstaken as per the directions of Audit Committee on an ongoing basis to improve efficiencyin operations.
20. 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 disclosure in form AOC- 2 is not required. Related party transactionshave been disclosed under the Note 2.30 of significant accounting policies and notesforming part of the financial statements 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.
21. SUBSIDIARY COMPANIES
The Company does not have any subsidiary.
22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per requirements of Regulation 34 of Securities and Exchange Board of India(Listing Obligations and Disclosure) Regulations 2015 Management's Discussion andAnalysis of the financial condition and results of operations have been providedseparately in this Annual Report.
23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS
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 as"Annexure B" to this Report.
24. RISK MANAGEMENT
Business risk evaluation and management is ongoing process within the Company. TheAssessment is periodically examined by the Board. The management of the Company hasidentified some of the major areas of concern having inherent risk viz. FinancialCommodity Price Regulatory Human Resource Interest rate Risks. The processes relatingto minimizing the above risks have already been put in place at different levels ofmanagement. The management of the Company reviews the risk management processes andimplementation of risk mitigation plans. The processes are continuously improved.
25. 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.
26. 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.
27. PERFORMANCE EVALUATION-
Pursuant to the provisions of the Act and SEBI (LODR) and in terms of the Framework ofthe Board Performance Evaluation the Nomination and Remuneration Committee and the Boardhave carried out an annual performance evaluation of its own performance the performanceof various Committees of the Board individual Directors and the Chairman. The manner inwhich the evaluation has been carried out has been set out in the Corporate GovernanceReport which forms an integral part of this Report.
28. 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.
29. 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 31.03.2017 before the date of report dated 15.07.2017 affectingfinancial position of the Company in any subsequent manner.
30. 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 DisclosureRequirements) Regulations 2015 the compliance with the corporate governance provisions asspecified in regulations 17 18 19 20 2122 23 24 25 26 27 and clauses (b) to (i)of sub-regulation (2) of regulation 46 and para C D and E of Schedule V shall not applyin respect of the listed entity which has listed its specified securities on the SMEExchange.
31. CORPORATE SOCIAL RESPONSIBILITY-
The Company was not required to constitute Corporate Social Responsibility committeeunder the section 135 of Companies Act 2015.
32. GOODS AND SERVICE TAX
Goods and Services Tax (GST) is a landmark reform which will have a lasting impact onthe economy and on businesses. Implementation of a well-designed GST model that applies tothe widest possible base at a low rate can provide significant growth stimulus to thebusiness and contribute to the Prime Minister's mission of Make in India'. YourCompany has been preparing for migrating to GST with changes across IT systems SupplyChain and operations have been made keeping in mind the sweeping changes that GST wouldbring in. While there are a few areas that need to be addressed the Government went liveon GST on 1st July 2017 and your Company was ready for this transformative reform.
33. 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.
34. 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 recordtheir deep appreciation for the dedication & hard work put by the employees at alllevels towards the growth of the Company. Last but not the least Board of Directors wishto thank Investors/Shareholders for their 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: 15.07.2017 || |