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Bella Casa Fashion & Retail Ltd.

BSE: 539399 Sector: Industrials
NSE: N.A. ISIN Code: INE344T01014
BSE 00:00 | 22 Mar 147.50 -7.50
(-4.84%)
OPEN

162.75

HIGH

162.75

LOW

147.50

NSE 05:30 | 01 Jan Bella Casa Fashion & Retail Ltd
OPEN 162.75
PREVIOUS CLOSE 155.00
VOLUME 252
52-Week high 204.00
52-Week low 126.10
P/E 19.23
Mkt Cap.(Rs cr) 169
Buy Price 147.50
Buy Qty 79.00
Sell Price 159.50
Sell Qty 548.00
OPEN 162.75
CLOSE 155.00
VOLUME 252
52-Week high 204.00
52-Week low 126.10
P/E 19.23
Mkt Cap.(Rs cr) 169
Buy Price 147.50
Buy Qty 79.00
Sell Price 159.50
Sell Qty 548.00

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

Company auditors report

INDEPENDENT AUDITORS' REPORT

To

The Members of

Bella Casa Fashion & Retail Limited Report on the Financial Statements

We have audited the accompanying financial statements of Bella Casa Fashion &Retail Limited ('the Company') which comprise the Balance Sheet as at 31st March 2018the Statement of Profit and Loss and the Cash Flow Statement for the year then ended anda summary of significant accounting policies and other explanatory information.

Management's Responsibilityforthe Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparationand presentation of these financial statements that give a true and fair view of thefinancial position financial performance and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication ofappropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We have conducted our audit in accordance with the Standards on Auditing specifiedunder Section 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks ofmaterial misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:

a) In the case of the Balance Sheet of thestate ofaffairs of the Company as at 31stMarch 2018;

b) In the case of the of Profit and Loss of the profit for the year ended on thatdate; and

c) In the case of the Cash Flow Statement of the cash flows for the year ended on thatdate.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Government of India in terms of sub-section (11) of Section 143 of the Actand on the basis of such checks of the books and records of the Company as we consideredappropriate and according to the information and explanations given to us we give in the Annexure1 a statement on the matters specified in the paragraphs 3 and 4 of the said Order.

2. As required by Section 143 (3) of the Act we report that:

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of accounts as required by law have been kept by theCompany so far as it appears from our examination of those books;

c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account;

d) In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014;

e) On the basis of the written representations received from the directors as on 31stMarch 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2018 from being appointed as a director in terms of Section164 (2) of the Act; and

f) With respect to the adequacy of the Internal Financial Controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate report in Annexure 2.

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014inour opinionand to the best of our information and according to the explanations given to us:

a) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements Refer Note 2.30 to the financial statements.

b) The company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses; and

c) There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For Kalani & Company
Chartered Accountants
FRN 000722C
Place: Jaipur Bhupender Mantri
Date: 29th May 2018 Partner
M. No. 108170

Referred to in paragraph 2(f) under ‘Report on Other Legal and RegulatoryRequirements' section our report of even date to the members of BELLA CASA FASHION &RETAIL LIMITED on the financial statements for the year ended 31st March 2018

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls with reference to financial statementsof Bella Casa Fashion & Retail Limited ('the Company') as of 31st March 2018 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls with reference to financial statements based on the internal controlsover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute of Chartered Accountants ofIndia (ICAI). These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to Company is policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls both applicable to anaudit of Internal Financial Controls and both issued by the ICAI. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlswith reference to financial statements was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial control system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial control with reference tofinancial statements included obtaining an understanding of internal financial controlwith reference to financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditorsjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company is internal financial controls systemwith reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

A Company's internal financial control with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A Company's internal financial control withreference to financial statements includes those policies and procedures that (1) pertainto the maintenance of records that in reasonable detail accurately and fairly reflectthe transactions and dispositions of the assets of the Company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the Company are being made only in accordance with authorizations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements. InherentLimitations of Internal Financial Controls with reference to financial statements.

Inherent Limitations of Internal Financial Controls with reference to financialstatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial controls with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to financial statements and such internalfinancial controls with reference to financial statements were operating effectively as at31st March 2018 based on the internal controls over financial reporting criteriaestablished by the Company considering the components of internal controls stated in theGuidance Note on Audit of Internal Financial Controls over Financial Reporting issued bythe ICAI.

For Kalani & Company
Chartered Accountants
FRN 000722C
Place: Jaipur Bhupender Mantri
Date: 29th May 2018 Partner
M. No. 108170

The Annexure referred to in paragraph (1) of 'Report on other Legal and RegulatoryRequirements' ofour Independent

Auditors' Report of even date to the members of the Bella Casa Fashion &Retail Limited Jaipur on the Financial

statements for the year ended on 31st March 2018 we report that:

• The Company has generally maintained proper records showing full particularsincluding quantitative details and situation offixed assets (property plant andequipments).

• As explained to us the fixed assets (property plant and equipments) have beenphysically verified by the management during the year in a phased periodical manner whichin our opinion is reasonable having regard to the size of the company and nature of itsassets. No material discrepancies were noticed on such physical verification.

• Based on our verification and according to information and explanations given tous the title deeds of immovable properties are held in the name of the company except forthe building capitalized during the year which is constructed on the I and II Floor ofbuilding premises situated at Plot No. E-103 EPIP Sitapura Industrial Area Jaipur theland appurtenant thereto is owned to M/s Gupta Exports a firm in which CompaniesPromoters are partners and such land has been taken by company on lease.

2. As per the information and explanation given to us the Company's management hascarried out physical verification of inventory at regular intervals. No materialdiscrepancies were noticed on such physical verification.

3. The Company has not granted any loans secured or unsecured to any companies firmslimited liability partnership or other parties covered in register maintained undersection 189 of the Companies Act 2013 hence reporting under (iii)(a) (iii)(b) and(iii)(c) is not applicable.

4. The Company has not granted any loans or given any guarantee and security coveredunder section 185 of the Act. In respect of investments made Company has complied withthe provisions of section 186 of Act.

5. The company has not accepted any deposits during the year hence reporting underthis clause is not applicable.

6. We have broadly reviewed the accounts and records maintained by the Company pursuantto the Rules made by the Central Government for the maintenance of cost records undersub-section (1) of Section 148 of the Companies Act 2013 read with Companies (CostRecords & Audit) Rules 2014 and we are of the opinion that prima facie theprescribed accounts and records have been made and maintained. We have not however madedetailed examination of the records with a view to determine whether they are accurate andcomplete.

• According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/accrued in the books ofaccounts in respect of undisputed statutory dues including provident fund employee stateinsurance income tax sales tax service tax goods & service tax duty ofcustoms duty of excise value added tax cess and other material statutory dues havegenerally been regularly deposited with the appropriate authorities and there are noundisputed dues outstanding as on 31st March 2018 for a period of more than six monthsfrom the date they became payable.

• According to the information and explanations given to us there are no unpaiddues of income tax sales tax service tax Goods & Services Tax duty ofcustoms duty of excise or value added tax under dispute.

8. Based on examination of books of accounts and information and explanation given tous the Company has not defaulted in repayment of loans or borrowings to a financialinstitution or bank. Company has not issued any debentures hence nothing is due todebenture holders.

9. According to the information and explanations given to us the company has not raisedmoney by way of initial public offer or further public offer and the money raised by thecompany by way of term loan have been applied for the purpose for which they wereobtained.

10. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company no material fraud by the company or any fraudon the Company by its officers or employees has been noticed or reported during the year.

11. The managerial remuneration has been paid in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct.

12. The company is not a Nidhi Company hence reporting under this clause is notapplicable.

13. The Company has complied with the provisions ofSection 177 and 188 of the Actw.r.t. transactions with the related parties wherever applicable. Details of thetransactions with the related parties have been disclosed in the financial statements asrequired by the applicable Indian accounting standards.

14. Company has made preferential allotment of equity shares and convertible warrantsduring the year under audit. Such allotment was made in compliance with provisions ofsection 42 of the Companies Act 2013and other applicable provisions including SEBI (ICDR)Regulations 2009. According to the information and explanations given to us and on thebasis of our examination of the records of the Company the funds so received on suchallotment has been utilized for the purposes for which it was raised.

15. The company has not entered into any non-cash transactions with directors orpersons connected with him as covered under section 192 of Companies Act 2013.

16. According to the information and explanations given to us the company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.Accordingly provision of clause 3(xvi) of the order is not applicable to the company.

For Kalani & Company
Chartered Accountant
FRN 000722C
Bhupender Mantri
Place: Jaipur Partner
Date: 29th May 2018 M. No. 108170