The Directors of Bella Casa Fashion & Retail Limited have pleasure in submittingtheir 23rd Annual Report on the business and operations of the Company together with theAudited Statements of Accounts for the year ended 31st March 2019.
1. FINANCIAL RESULTS
The audited financial results of the Company for the year ended March 31st 2019 aresummarized below:
Rs. in Lacs
|Particulars ||2018-19 ||2017-18 |
|Total Income ||14723.50 ||12530.74 |
|Total Expenditure ||13488.95 ||11670.29 |
|Earning Before Finance Cost Depreciation & Amortization and Tax (EBIDTA) ||1755.58 ||1288.22 |
|Less: Finance Cost ||422.50 ||348.24 |
|Less: Depreciation & Amortization expenses ||98.52 ||79.54 |
|Profit Before Tax and Exceptional Items ||1234.56 ||860.45 |
|Less: Tax Expenses ||356.97 ||290.57 |
|Comprehensive Income ||24.81 ||30.04 |
|Total Comprehensive Income for the period after Tax ||902.40 ||599.92 |
2. REVIEW OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
The Company recorded total revenue of Rs. 14723.50 Lacs during the year under review asagainst Rs. 12530.74 Lacs in the previous year thereby registering growth of 17.50%. Theprofit after tax for the year ended 31st March 2019 is Rs. 877.59 Lacs as against Rs.569.88 Lacs in the previous year showing growth of 54%. EBIDTA during the year increasedfrom 1288.22 Lacs to 1755.58 Lacs registering a significant growth of 36.28%.
Your Directors are pleased to recommend a Final Dividend of Rs. 1/- (one rupees) perequity share of face value of Rs.10/- each for the year ended 31st March 2019. The FinalDividend subject to the approval of Members at the Annual General Meeting on 28thSeptember 2019. The total proposed Final Dividend amounts to Rs. 1/- per equity shareand will absorb 13833721 (One crore thirty eight lacs thirty three thousand sevenhundred twenty one rupees) including Dividend Distribution Tax of Rs. 2358721/-
4. TRANSFER TO RESERVES & SURPLUS
The Company proposes to transfer an amount of Rs. 902.40 lacs (Previous year Rs.599.92Lacs) to general reserves.
5. SHARE CAPITAL
The authorized and paid up equity share capital as on March 31 2019 stood at Rs.117500000 (Rupees eleven crores seventy lacs) and 114750000 (Rupees eleven croresforty seven lacs fifty thousand respectively.
During the year under review the Company has not issued shares with differentialvoting rights nor has granted any stock options or sweat equity.
6. CONVERSION OF WARRANTS INTO EQUITY SHARES ON PREFERENTIAL BASIS
The Board of Director of your Company during the financial year 2017-18 allotted1745000 warrants convertible into equity shares on a preferential basis pursuant to theresolution passed in the Extra Ordinary General Meeting held on 28.03.2017 to 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 converted 270000 warrants on05th October 2017 5000 warrants on 30th October 2017 into equity shares by way ofallotment of equivalent number of equity shares of face value of Rs. 10/- each on receiptof full consideration in respect of above warrants in the financial year 2017-18.
In the financial year 2018-19 the Company converted rest 1470000 warrants out ofwhich 370000 warrants converted on 01st June 2018 and 1100000 warrants converted on03rd November 2018 into equity shares by way of allotment of equivalent number of equityshares of face value of Rs. 10/- each on receipt of full consideration.
Consequent to the conversion of warrants into equity shares the paid-up equity sharecapital of your Company stands at 114750000 divided into 11475000 equity shares offace value of Rs. 10/- each.
7. 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).
8. FINANCE & ACCOUNTS
As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2019 has been prepared in accordance with the Indian AccountingStandards (IND AS) notified under Section 133 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014. The estimates and judgments relating to the FinancialStatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Company's state of affairsprofits and cash flows for the year ended March 31 2019.
9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
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.
10. BOARD OF 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 there is no change in the Board of Directors of theCompany.
11. KEY MANAGERIAL PERSONNEL
During the year under review the Company has following persons as Key ManagerialPersonnel:
During the year under review there is no change in the Key Managerial Personnel of theCompany.
12. NUMBER OF THE MEETING OF THE BOARD
The details of the Number of Meetings of the Board held during the financial year2018-19 forms part of the Corporate Governance.
13. COMMITTEES OF THE BOARD
The Board of Directors have the following committees:
1. Audit Committee
2. Shareholder's/Investors Grievance Committee
3. Nomination and Remuneration/ Compensation Committee
4. Corporate Social Responsibility Committee
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
14. 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.
15. 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.
16. EXTRACT OF THE ANNUAL RETURN
We have enclosed the extract of the annual return in Form No. MGT - 9 shall form partof the Board's report
17. 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.
18. LISTING FEES
Presently the Equity Shares of the Company are listed on the BSE Limited. The Companyhas paid the annual listing fees for the financial year 2019-2020 to BSE.
19. 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. The Board has recommended the appointment of VikasJain & Associates Chartered Accountants as the statutory auditors of the Company intheir place for a term of five consecutive years from the conclusion of the 23rd AnnualGeneral Meeting of the Company scheduled to be held in the year 2019 till the conclusionof the 28th Annual General Meeting for approval of shareholders of the Company based onthe recommendation of the Audit Committee.
There is no audit qualification reservation or adverse remark for the year underreview.
20. 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.
21. 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 12.02.2019 to undertake the Secretarial Audit ofthe Company. The report is enclosed as "ANNEXURE A" to this report.
The Secretarial Auditor has made an observation that on 21.05.2018 Company gave priorintimation of Board Meeting to be held on 29.05.2018 but inadvertently missed item ofrecommendation of dividend agenda of Board Meeting and the item was not included in theAgenda but was taken up for consideration with the permission of Chairman and with theconsent of majority of directors present in the meeting including one Independentdirector.
In this regard it is clarified that prior intimation for recommendation of dividendwas missed inadvertently from the notice and the agenda of the board meeting but the samewas mentioned in the outcome of the board meeting submitted to the BSE and a letter wasalso sent to the BSE to condone the mistake. Board assured to be more careful in thefuture.
22. COST AUDIT-
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.
23. 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 A.G. & Company CharteredAccountants as Internal Auditor of the Company in the Board Meeting held on 12.02.2019 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.
24. REPORTING OF FRAUDS
There was no instance of fraud during the year under reivew which required theStatutory Auditors to report to the Audit Committee and/or Board under Section 143(12) ofAct and Rules framed thereunder.
25. SECRETARIAL STANDARDS
The Company complies with all the secretarial standards.
26. 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 39 of significant accounting policies and notes forming part of the financialstatements in accordance with Ind AS 24.
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.
The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company viz.http://www.bellacasa.in/docs/investors/POLICIES/Related%20Party%20Transaction%20Policy.pdf
27. SUBSIDIARY COMPANIES
The Company does not have any subsidiary.
28. 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.
29. 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 as"Annexure B" to this Report.
30. 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.
31. 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 "AnnexureC" to this Report.
A statement comprising the names of top 10 employees in terms of remuneration drawn andevery persons employed throughout the year who were in receipt of remuneration in termsof Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed as "Annexure D" and forms an integral part of this annualreport. The above Annexure is not being sent along with this annual report to the membersof the Company in line with the provisions of Section 136 of the Act. Members who areinterested in obtaining these particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid Annexure is also available for inspectionby Members at the Registered Office of the Company up to the date of the ensuing AnnualGeneral Meeting during the business hours on working days.
32. 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.
33. 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.
34. 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.
35. 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
The Board of Directors have recommended dividend of Rs. 1 (rupees one) per fully paidup equity share of Rs. 10/- each for the financial year 2018-19 on 27th May 2019 whichis based on relevant share capital as on 31st March 2019. The actual dividend amount willbe dependent on the relevant share capital outstanding as on the record date/book closure.
Apart from above Management does not perceive any material changes occurred subsequentto the close of the financial year as on March 31 2019 before the date of report datedAugust 14 2019 affecting financial position of the Company in any substantial manner.
36. STATEMENT OF DEVIATION OR VARIATION
Pursuant to Regulation 32(1) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 there is no deviation orvariation in the use of proceeds
37. 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.
38. CORPORATE SOCIAL RESPONSIBILITY-
The Company has a Corporate Social Responsibility (CSR) Policy in place and the samecan be accessed at http://www.bellacasa.in/docs/investors/POLICIES/CSR%20Policy.pdf. Thedetails about committee composition and terms of reference of committee are given inCorporate Governance Report and forms integral part of this report. A 'CSR Report' on CSRactivities has been provided in Annual Report on CSR is attached as "AnnexureE".
39. BUSINESS RESPONSIBILITY REPORTING
The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable toyour company for the financial year 2018-19.
40. 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.
41. 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 Board of Directors wish to thank Investors/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 Director) ||(Managing Director) |
|DIN:01323944 ||DIN:01543446 |
|Place: Jaipur ||Place: Jaipur |
|Date: 14.08.2019 ||Date: 14.08.2019 |