The Directors of Bella Casa Fashion & Retail Limited have pleasurepresenting their 25th Annual Report on the business and operations of the Company togetherwith the Audited Statements of Accounts for the year ended 31st March 2021.
1. FINANCIAL RESULTS
The audited financial results of the Company for the year ended March31st 2021 are summarized below:
|Particulars ||2020-21 ||2019-20 |
|Total Income ||12941.34 ||16353.72 |
|Total Expenditure ||12206.02 ||15143.13 |
|Earning Before Finance Cost Depreciation & Amortization and Tax (EBIDTA) ||1171.25 ||1802.81 |
|Less: Finance Cost ||322.67 ||482.38 |
|Less: Depreciation & Amortization expenses ||113.26 ||109.84 |
|Profit Before Tax and Exceptional Items ||735.32 ||1210.59 |
|Less: Tax Expenses ||195.12 ||297.51 |
|Comprehensive Income ||12.01 ||2.70 |
|Total Comprehensive Income for the period after Tax ||552.21 ||915.78 |
2. IMPACT OF GLOBAL CRISIS: COVID-19
In March 2020 the World Health Organization declared COVID-19 a globalpandemic. Consequent to this the Government of India declared a nationwide lockdown fromMarch 24 2020. Subsequently the nationwide lockdown was lifted by the Government ofIndia but regional lockdowns continue to be implemented in areas with significant numberof COVID-19 cases. The 'second wave' in March and April 2021 further exacerbated thesituation.
The covid-19 pandemic has had a significant impact on the businessoperations and the financial results of the company for the quarter and for the year endedon 31st March 2021. The company has assessed the impact of this pandemic on its businessoperations and has considered all relevant internal and external information available upto the date of approval of these financial results in the determination of therecoverability and carrying values of financial assets and non-financial assets. Theimpact of the current surge in the Covid-19 pandemic on the overall economic environmentis uncertain and may affect the underlying assumptions and estimates used to prepare thecompany's financial results whereby actual outcome may differ from those assumptions andestimates considered as at the date of approval of these financial results. The Companywill continue to monitor any material changes to future economic conditions andconsequential impact on its financial position.
3. REVIEW OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
The Company recorded total revenue of Rs. 12941.34 Lacs during the yearunder review as against Rs. 16353.72 Lacs in the previous year thereby registered apercentage decrease of 20.87 %. The profit after tax for the year ended 31st March 2021is Rs. 540.19 Lacs as against Rs. 913.07 Lacs in the previous year showing a percentagedecrease of 40.84%. EBIDTA during the year decreased from 1802.81 Lacs to 1171.23 Lacsregistering a percentage decrease of 35.03%.
The Board of Directors at their meeting held on 08th June 2021 hasrecommended payment of Rs. 0.35 (paise thirty-five only) per equity share of the facevalue of Rs. 10 (Rupees ten only) each as final dividend for the financial year ended 31stMarch 2021. The payment of final dividend is subject to the approval of the shareholdersat the ensuing Annual General Meeting (AGM) of the Company.
During the year under review the Board of Directors of the Company attheir meeting held on 27th January 2021 declared an Interim Dividend of Rs. 0.60 (paisesixty only) per equity share of the face value of Rs.10 (Rupee ten only) each. The interimdividend was paid to the shareholders on 09th February 2021. The total dividend amountfor the financial year 2020-21 including the proposed final dividend amounts to Rs. 0.95(paise ninety-five only) per equity share of the face value of Rs.10 (Rupee ten only) each[total dividend payout for the FY 2020-21 amounting to Rs. 10901250 (Rupees one crorenine lakhs one thousand two hundred and fifty only)] as against the total dividend of Rs.1.20 (Rupees one and paise twenty only) per equity share of the face value of Rs. 10(Rupee ten only) each paid for the previous financial year 2019-20 [total dividend payoutincluding Dividend Distribution Tax for the FY 2019-20 amounting to Rs. 16600561.20(One crore sixty-six lacs five hundred sixty-one rupees and twenty paise)].
In view of the changes made under the Income-tax Act 1961 by theFinance Act 2020 dividends paid or distributed by the Company shall be taxable in thehands of the Shareholders. The Company shall accordingly make the payment of the finaldividend after deduction of tax at source.
5. TRANSFER TO RESERVES & SURPLUS
The Company proposes to transfer an amount of Rs. 552.21 lacs (Previousyear Rs. 915.78 Lacs) to general reserves.
6. SHARE CAPITAL
The authorized and paid-up equity share capital as of March 31 2021stood at Rs. 117500000 (Rupees eleven crores seventy five lacs) and 114750000(Rupees eleven crores forty seven lacs fifty thousand) respectively.
During the year under review the Company has not issued shares orconvertible securities or shares with differential voting rights nor has granted any stockoptions or sweat equity or warrants. As of March 31 2021 none of the directors of theCompany hold instruments convertible into Equity Shares of the Company.
7. DECLARATION OF INDEPENDENT DIRECTORS
Your Company has received declarations from all the IndependentDirectors of the Company and they have confirmed that they meet the criteria ofindependence laid down under Section 149(6) of the Companies Act 2013 read with Schedulesand the Companies (Appointment and Qualification of Directors) Rules 2014 and Regulation16 (1) (b) of the Listing Regulations.
The Board of Directors has taken on record the declaration andconfirmation submitted by the Independent Directors after undertaking due assessment ofthe veracity of the same.
8. FINANCE & ACCOUNTS
As mandated by the Ministry of Corporate Affairs the financialstatements for the year ended on March 312021 has been prepared in accordance with theIndian Accounting Standards (IND AS) notified under Section 133 of the Companies Act 2013read with the Companies (Accounts) Rules 2014. The estimates and judgments relating tothe Financial Statements are made on a prudent basis to reflect in a true and fairmanner the form and substance of transactions and reasonably present the Company's stateof affairs profits and cash flows for the year ended March 31 2021. The notes to theFinancial Statements adequately cover Audited Statements and form an integral part of thisreport.
9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Pursuant to the provisions of Section 186(4) of the Act and SEBI (LODR)2015 disclosures on particulars relating to loans advances and investments are providedas part of the Financial Statements. There are no guarantees issued or securities providedby your Company in terms of Section 186 of the Act read with the Companies (Meetings ofBoard and its Powers) Rules 2014
10. BOARD OF DIRECTORS
In accordance with the provisions of section 149 152 and otherapplicable provisions of the Companies Act 2013 one-third of such of Directors as areliable to retire by rotation shall retire every year and if eligible offer themselvesfor re-appointment at every AGM. Consequently Mr. Saurav Gupta Whole Time Director willretire by rotation at the ensuring Annual General Meeting and being eligible offerhimself for re-appointment. The Board recommends their re-appointment for theconsideration of Members of the Company at the ensuring Annual General Meeting.
A brief resume of the Director proposed to be re-appointed isfurnished in the notice of the AGM. During the year under review there is no change inthe Board of Directors of the Company.
11. KEY MANAGERIAL PERSONNEL
During the year under review the Company has the following persons asKey Managerial Personnel:
|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 |
|Mrs. Sonika Gupta ||Company Secretary & Compliance Officer |
During the year under review there is no change in the Key ManagerialPersonnel of the Company
12. NUMBER OF THE MEETING OF THE BOARD
The details of the Number of Meetings of the Board held during thefinancial year 2020-21 form 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 ofmeetings and attendance at the meetings are provided in the Corporate Governance Report
14. RESPONSIBILITY STATEMENT-
The Directors' Responsibility Statement referred to in clause (c) ofsub-section (3) of Section 134 of the Companies Act 2013 shall state that-
(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;
(b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period; the change inaccounting policy as to Depreciation as mentioned under Notes to Account.
(c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets 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 theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
(f) they have laid down internal financial controls for the Company andsuch internal financial controls are adequate and operating effectively.
15. ACCEPTANCE OF DEPOSITS-
The Company has not accepted any Deposits from the Public within themeaning of Section 73 of the Companies Act 2013 and Companies (Acceptance of Deposits)Rules 2014
The Directors of the company from whom money is received furnishes tothe company at the time of giving the money a declaration in writing to the effect thatthe amount is not being given out of funds acquired by them by borrowing or acceptingloans or deposits from others and the company shall disclose the details of money soaccepted in the Board's report.
16. INVESTOR EDUCATION AND PROTECTION FUND -
There were no amounts required to be transferred to the InvestorEducation and Protection Fund by the Company during the year
17. LISTING FEES
Presently the Equity Shares of the Company are listed on the BSELimited. The Company has paid the annual listing fees for the financial year 20212022 toBSE.
18. STATUTORY AUDITORS
M/s Vikas Jain & Associates Chartered Accountants (FRN 006803C)were appointed as Statutory Auditors of the Company for five consecutive years at theAnnual General Meeting (AGM) of the Members held on Saturday 28th September 2019 on aremuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.Their appointment was subject to ratification by the Members at every subsequent AGM heldafter the AGM held on on Saturday 28th September 2019. Pursuant to the amendments madeto Section 139 of the Companies Act 2013 by the Companies (Amendment) Act 2017 effectivefrom May 7 2018 the requirement of seeking ratification of the Members for theappointment of the Statutory Auditors has been withdrawn from the Statute.
Hence the resolution seeking ratification of the Members forcontinuance of their appointment at this AGM is not being sought.
The Statutory Auditors' Report forms part of the Annual Report. Thereis no audit qualification reservation or adverse remark for the year under review. Therewas no instance of fraud during the year under review which required the StatutoryAuditors to report to the Audit Committee and/or Board under Section 143(12) of Act andRules framed thereunder.
19. AUDITOR'S REPORT-
In the opinion of the Directors the notes to the accounts in theauditor's report are self-explanatory and adequately explained the matters which aredealt with by the Auditors.
20. SECRETARIAL AUDIT
Pursuant to the provisions of section 204 of the Companies Act 2013and rules made there under the Company has appointed M/s Shailja Sharma & AssociatesCompany Secretary in the Board Meeting held on 08.06.2021 to undertake the SecretarialAudit of the Company. The report is enclosed as "ANNEXURE A" to this report.
The Secretarial Audit Report for the financial year ended 31st March2021 contains certain qualifications and clarification by the Board are as follow-
Observation-Delayed in submission of disclosures of related partytransactions on a consolidated basis for the half year ended September 2020 underRegulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015
Calrification-The Company had sent the written representation to BSE on23.01.2021 and had made payment of fine on 06.02.2021. Although Company received an emaildated 25.06.2021 from BSE Limited for Waiver of fines Levied pursuant to SEBI CircularSEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22 2020. (Erstwhile SEBI circularSEBI/HO/CFD/CMD/CIR/P/2018/77 dated May 03 2018.)
Observation-An Independent Director had traded in shares of Companyvalue of the which exceeded Rs. 10 Lakh during the quarter January 2021 to March 2021 Buthad delayed inadvertently in giving intimation to Company within time
Calrification-Company had not been intimated by concerned Directorwithin time but after receiving intimation from him Company had filed requisitedisclosures on July 02 2021 as needed under SEBI (Prohibition of Insider Trading)Regulations 2015.
Observation-An Independent Director executed Contra Trade Which isrestricted under SEBI (Prohibition of Insider Trading) Regulations 2015 But had delayedinadvertently in giving intimation to Company within time.
Calrification-Company had not been intimated by concerned directorwithin time but after receiving intimation from him Company had filed requisitedisclosures on July 02 2021 as needed under SEBI (Prohibition of Insider Trading)Regulations 2015
21. COST AUDIT-
As per the requirement of the Central Government and pursuant tosection 148 of the Companies Act 2013 read with Companies (Cost Records and Audit)Rules 2014 as amended from time to time your company hereby confirms that during the yearunder review cost audit did not apply to the Company.
22. INTERNAL AUDIT
Pursuant to the section 138 of the Companies Act 2013 read with rule13 of the Companies (Accounts) Rules 2014 Company has appointed M/S Swarnkar &Company Chartered Accountants as Internal Auditor of the Company in the Board Meetingheld on 08.06.2021 to undertake internal audit. Their scope of work includes a review ofprocesses for safeguarding the assets of the Company a review of operational efficiencythe effectiveness of systems and processes and assessing the internal control strengthsin all areas. Internal Auditors findings are discussed with the process owners andsuitable corrective actions are taken as per the directions of the Audit Committee on anongoing basis to improve efficiency in operations.
23. REPORTING OF FRAUDS
There was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and/or Board underSection 143(12) of Act and Rules framed thereunder
24. SECRETARIAL STANDARDS
The Company complies with all the secretarial standards.
25. RELATED PARTY TRANSACTION-
The Company has no material significant transactions with its relatedparties which may have a potential conflict with the interest of the Company at large. Alltransactions entered with the Related Parties as defined under the Companies Act 2013 andregulation 23 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations2015 during the financial year were in the ordinary course of business and on arm's lengthbasis and 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 Note 40 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 theordinary course of business and arm's length basis is periodically placed before the AuditCommittee for review and recommendation to the Board for their approval.
The policy on Related Party Transactions as approved by the Board ofDirectors has been uploaded on the website of the Company viz.https://bellacasaretail.com/wp-content/uploads/2021/04/Related-Partv-Transaction-Policv.pdf
26. SUBSIDIARY COMPANIES
The Company does not have any subsidiaries.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per requirements of Regulation 34 of Securities and Exchange Boardof India (Listing Obligations and Disclosure) Regulations 2015 Management's Discussionand Analysis of the financial condition and results of operations have been providedseparately in this Annual Report.
28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:
The information under section 134(3) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 for the year ended March 312021been appended as "Annexure B" to this Report.
29. RISK MANAGEMENT
Business risk evaluation and management is an ongoing process withinthe Company. The Assessment is periodically examined by the Board. The management of theCompany has identified some of the major areas of concern having inherent risk viz.Financial Commodity Price Regulatory Human Resource Interest rate Risks. The processesrelating to minimizing the above risks have already been put in place at different levelsof management. The management of the Company reviews the risk management processes andimplementation of risk mitigation plans. The processes are continuously improved.
30. PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employeesas required under Section 197 of Companies Act 2013 and Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 has been appended as"Annexure C" to this Report.
A statement comprising the names of top 10 employees in terms ofremuneration drawn and every persons employed throughout the year who receivedremuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as "Annexure D" and forms anintegral part of this annual report. The above Annexure is not being sent along with thisannual report to the members of the Company in line with the provisions of Section 136 ofthe Act. Members who are interested in obtaining these particulars may write to theCompany Secretary at the Registered Office of the Company. The aforesaid Annexure is alsoavailable for inspection by Members at the Registered Office of the Company up to thedate of the ensuing Annual General Meeting during the business hours on working days.
31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY TH E REGULATORS/COURTS
There are no significant and material orders passed by the Courts orany other regulators which would impact the going concern status of the Company and itsfuture Operation.
32. PERFORMANCE EVALUATION-
Pursuantto the provisions of the Act and Listing Regulations and interms of the framework of the Board Performance Evaluation the Nomination andRemuneration Committee and the Board have carried out an annual performance evaluation ofits own performance the performance of various Committees of the Board individualDirectors and the Chairman. The manner in which the evaluation has been carried out hasbeen set out in the Corporate Governance Report which forms an integral part of thisReport
33. DISCLOSURE UNDER SEXUAL HARASSMENTOF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. The internal committee constituted under the saidact has confirmed that no complaint/case has been filed/ pending with the Company duringthe year.
34. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments affecting thefinancial position of the Company which has occurred between the end of the financial yearof the Company to which the financial statements relate and the date of this report.
35. STATEMENT OF DEVIATION OR VARIATION
Pursuant to Regulation 32(1) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 there is no deviationor variation in the use of proceeds.
36. CORPORATE GOVERNANCE-
As per Regulation 34 (3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the report of the CorporateGovernance and the Certificate of the Auditors of the Company in respect of compliancethereof and appended hereto and forming part of the report.
37. CORPORATE SOCIAL RESPONSIBILITY-
The Company has a Corporate Social Responsibility (CSR) Policy in placeand the same can be accessed at https://bellacasaretail.com/wp-content/uploads/2021/04/CSR-Policv.pdf. The details about committee composition and termsof reference of the committee are given in the Corporate Governance Report and forms anintegral part of this report. A 'CSR Report' on CSR activities has been provided in AnnualReport on CSR is attached as "Annexure E".
38. ENVIRONMENT HEALTH AND SAFETY
The Company is conscious of the importance of environmentally clean andsafe operations. The Company's policy requires the conduct of operations in such a mannerto ensure the safety of all concerned compliances of environmental regulations andpreservation of natural resources.
39. BUSINESS RESPONSIBILITY REPORTING
The Business Responsibility Reporting as required under Regulation34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 doesnot apply to your company for the financial year 2020-21.
40. ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read withCompanies (Management and Administration) Rules 2014 the Annual Return of the Company inForm MGT-7 has been placed on the Company's website www.bellacasa.in.
41. CAUTIONARY STATEMENT
Statement in the annual return particularly those which relate toManagement Discussion & Analysis Report may constitute forward-looking statementswithin the meaning of applicable laws and regulations. Although the expectations are basedon reasonable assumptions the actual result might differ.
42. APPRECIATION AND ACKNOWLEDGEMENT
Your Directors express their sincere gratitude for the assistance andco-operation extended by the customers various Government SemiGovernment and LocalAuthorities Suppliers Shareholders Business Association.
Your Directors also wish to place on record their deep appreciation forthe dedication & hard work put by the employees at all levels towards the growth ofthe Company. Last but not the least Board of Directors wishes to thankInvestors/Shareholders for their support co-operation and faith in the Company.