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Bella Casa Fashion & Retail Ltd.

BSE: 539399 Sector: Industrials
NSE: N.A. ISIN Code: INE344T01014
BSE 00:00 | 18 Mar 155.00 0
(0.00%)
OPEN

155.00

HIGH

155.00

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147.25

NSE 05:30 | 01 Jan Bella Casa Fashion & Retail Ltd
OPEN 155.00
PREVIOUS CLOSE 155.00
VOLUME 1202
52-Week high 204.00
52-Week low 126.10
P/E 20.21
Mkt Cap.(Rs cr) 178
Buy Price 147.25
Buy Qty 108.00
Sell Price 155.00
Sell Qty 798.00
OPEN 155.00
CLOSE 155.00
VOLUME 1202
52-Week high 204.00
52-Week low 126.10
P/E 20.21
Mkt Cap.(Rs cr) 178
Buy Price 147.25
Buy Qty 108.00
Sell Price 155.00
Sell Qty 798.00

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

Company director report

DIRECTOR'S REPORT

To

Dear Shareholders

The Directors of Bella Casa Fashion & Retail Limited (Formerly known as GuptaFabtex Private Limited) have pleasure in submitting their 22nd Annual Report on thebusiness and operations of the Company together with the Audited Statements of Accountsfor the year ended 31 st March 2018.

The audited financial results of the Company for the year ended March 31 st 2018 aresummarized below:

Particulars 2017-18 2016-17
Total Income 12703.23 11502.86
Total Expenditure 11797.77 10999.96
Earning Before Finance Cost Depreciation & Amortization and Tax (EBIDTA) 1333.10 876.67
Less: Finance Cost 348.24 315.88
Less: Depreciation & Amortization expenses 79.40 57.90
Profit Before Tax and Exceptional Items 905.46 502.90
Exceptional Items (0.76) (0.76)
Profit from Ordinary Activities before Tax 906.22 503.66
Less: Extra Ordinary Items - -
Less: Tax Expenses 305.65 176.86
Profit After Tax (PAT) 600.57 326.80

The Company recorded total revenue of Rs. 12703.23 Lacs during the year under review asagainst Rs. 11502.86 Lacs in the previous year thereby registering growth of 10.44 %. Theprofit after tax for the year ended 31 st March 2018 is Rs. 600.57 Lacs as against Rs.326.80 Lacs in the previous year showing growth of 83.77%. EBIDTA during the yearincreased from 876.67 Lacs to 1333.10 Lacs registering a significant growth of 52.06%.

EBBSS^7

Your Directors are pleased to recommend a Final Dividend of Rs. 0.50/- (fifty paisa)per equity share of face value of

Rs.10/- each for the year ended 31st March 2018. The Final Dividend subject to theapproval of Members at the Annual General Meeting on 31 st August 2018. The totalproposed Final Dividend amounts to Rs. 0.50/- per equity share and will absorb 6253806(Sixty Two Lacs fifty three thousand eight hundred six rupees) including DividendDistribution Tax of Rs. 1066306/-

The Company proposes to transfer an amount of Rs. 600.57 lacs (Previous year Rs.326.80Lacs) to general reserves.

The authorized and paid up Equity Share Capital as on March 312018 stood at Rs.117500000 (Rupees eleven crores seventy lacs) and 100050000 (Rupees ten crores fiftythousand) respectively.

Company has allotted 515000 fully paid-up equity shares on preferential basis at aface value of Rs. 10/- each and allotted 270000 and 5000 equity shares pursuant to theconversion of warrants in 2017-18 to the promoters and other public and consequently thenumber of equity shares increased from 9215000 to 10005000.

As on March 312018 promoters persons belonging to promoters group and publicshareholders of the Company holds

14.70.000 warrants co nvertible into 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.

The Board of Director of your Company had during the financial year i.e. 2017-18allotted 515000 equity shares and

17.45.000 warrants convertible into equity shares on a preferential basis pursuant tothe resolution passed in the Extra Ordinary General Meeting held on 28.03.2017to personsfalling under promoter group and public shareholders.

Each warrant was convertible into one fully paid-up Equity Share of 10/- each rankingpari-passu in all respects within a period of 18 months from the date of allotment inone or more tranches. Out of the above the Company has converted2.70.000 warrants on 05thOctober 20175000 warrants on 30th October 2017 into equity shares by way of allotmentof equivalent number of equity shares of face value of Rs. 10/- each on receipt of fullconsideration in respect of above warrants. Consequent to the allotment of equity sharesand conversion of warrants the paid-up equity share capital of your Company stands at100050000 divided into 10005000 equity shares of face value of Rs. 10/- each.

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).

Pursuant to the provisions of Section 186(4) of the Act and SEBI (LODR) disclosures onparticulars relating to loans advances and investments are provided as part of theFinancial Statements. There are no guarantees issued or securities provided by yourCompany in terms of Section 186 of the Act read with the Companies (Meetings of Board andits Powers) Rules 2014.

As per the provisions of the Section 152 of the companies Act 2013 Whole TimeDirectors of the Company Mr. Saurav Gupta (DIN-07106619) 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

The details of the Number of Meetings of the Board held during the financial year2017-18 forms part of the Corporate

Governance.

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.

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

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

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

Presently the Equity Shares of the Company are listed on the BSE Limited. The Companyhas paid the annual listing fees for the financial year 2018-2019 to BSE.

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.

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.

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 31.03.2018 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.

As per the requirement of the Central Government and pursuant to section 148 of theCompanies Act 2013 read with Companies (Cost Records and Audit) Rules 2014 as amendedfrom time to time your company hereby confirms that during the year under review costaudit was not applicable to the Company.Maintenance of cost records as specified by theCentral Government under sub-section (1) of section 148 of the Companies Act 2013 isrequired by the Company and accordingly such accounts and records are made and maintained.

Pursuant to the section 138 of the Companies Act 2013 read with rule 13 of theCompanies (Accounts) Rules 2014 Company has appointed Ms. Monika Sabnani CompanySecretary as Internal Auditor of the Company in the Board Meeting held on 31.03.2018 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

The Company complies with all the secretarial standards.

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 basisand do not attract the provisions of section 188 of the Companies Act 2013. Thusdisclosure in form AOC- 2 is not required. Related party transactions have been disclosedunder the Note 2.32 of significant accounting policies and notes forming part of thefinancial 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 committeefor review and recommendation to the Board for their approval.

The Company does not have any subsidiary.

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.

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.

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.

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 this Report.

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.

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.

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.

The Board of Directors have recommended dividend of Rs. 0.50 (fifty paisa) per fullypaid up equity share of Rs. 10/- each for the financial year 2017-18 on 29th May 2018which is based on relevant share capital as on 31 st March 2018. The actual dividendamount will be dependent on the relevant share capital outstanding as on the record date /book closure.

The Company has allotted 370000 Equity Shares of Rs. 10/- each to Promoters andpromoters group pursuant to the conversion of warrants on 01 st June 2018 andconsequently the number of equity shares increased from 10005000to 10375000.

Apart from above Management does not perceive any material changes occurred subsequentto the close of the financial year as on March 312018 before the date of report datedAugust 062018 affecting financial position of the Company in any substantial manner.

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.

The Company was not required to constitute Corporate Social Responsibility committeeunder the section 135 of Companies Act 2013.

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.

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 Board of Directors wish to thank Inves- tors/Shareholders for theirsupport 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 Managing Director
Director
Place: Jaipur
Date: 06.08.2018 DIN:01543446 DIN:01323944
Date: 06.08.201