To,

Dear Shareholders,

The Directors of Bella Casa Fashion & Retail Limited (Formerly known as Gupta Fabtex Private Limited) have pleasure in submitting their 21st Annual Report together with the 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 are summarized below:

Rs. in Lacs
Particulars 2016-17 2015-16
Total Income 11,502.86 8,530.18
Total Expenditure 10,999.96 8,313.11
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 COMPANYS AFFAIRS

The Company recorded total revenue of Rs. 11,502.86 Lacs during the year under review as 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 year increased 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 the Company has decided to carry all profit after tax to Profit & Loss Account under Reserve & Surplus and to keep it for future growth and development. Your Company has earned adequate profit during the financial year 2016-17 and proposes to transfer balance of profit to the General Reserve.

4. SHARE CAPITAL

The authorized and paid up Equity Share Capital as on March 31, 2017 stood at Rs. 10,00,00,000 and 9,21,50,000 respectively.

As on March 31, 2017, none of the directors of the Company hold instruments convertible into Equity Shares of the Company.

During the year under review, the Company has not issued shares with differential voting 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 as part of the Financial Statements. There are no guarantees issued or securities provided by your Company in terms of Section 186 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014.

6. DECLARATION OF INDEPENDENT DIRECTORS-

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Schedules and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the SEBI (LODR).

7. BOARD OF DIRECTORS

As per the provisions of the Section 152 of the companies Act, 2013 Whole Time Directors of the Company, Mr. Gaurav Gupta (DIN-07106587) retire by rotation at the meeting and being eligible, offer himself for reappointment. The board of directors of the Company recommends his respective appointment. During the year under review, there is no change in the Board of Directors of the Company.

8. KEY MANAGERIAL PERSONNEL

During the year under review, the Company has following persons as Key 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
Ms. Sonika Gupta Company Secretary & Compliance Officer

During the year under review, there is no change in the Key Managerial Personnel of the Company.

9. NUMBER OF THE MEETING OF THE BOARD

The details of the Number of Meetings of the Board held during the financial year 2016-17 forms part of the Corporate Governance.

10. RESPONSIBILITY STATEMENT-

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; the change in accounting policy as to Depreciation as mentioned under Notes to Account.

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 the provisions of all applicable laws and that such systems were adequate and operating effectively.

(f) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively.

11. ACCEPTANCE OF DEPOSITS-

The Company has not accepted any Deposits from the Public within the meaning of Section 73 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 of the Boards report

13. INVESTOR EDUCATION AND PROTECTION FUND -

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

14. LISTING FEES

Presently, the Equity Shares of the Company are listed on the BSE Limited (SME Platform). The Company has paid the annual listing fees for the financial year 2017-2018 to BSE.

15. STATUTORY AUDITORS

M/s KALANI & COMPANY, Chartered Accountants, Jaipur, the Auditor of the Company who was appointed in the Annual General Meeting dated 30th September, 2014 till the conclusion of the sixth Annual General Meeting and is being eligible for the ratification in the ensuing Annual General Meeting of the Company. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from Messrs Kalani & Company that their appointment, if made, would be in conformity with the limits specified in the said Section. There is no Audit qualification for the year under review.

16. AUDITORS REPORT-

In the opinion of the Directors the notes to the accounts in auditors report are self-explanatory and adequately explained the matters, which are dealt with by the Auditors.

17. SECRETARIAL AUDIT

Pursuant to the provisions of the section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s Shailja Sharma & Associates, Company Secretary in the Board Meeting held on 31.03.2017 to undertake the Secretarial Audit of the Company. The report is enclosed as "ANNEXURE A" to this report. No adverse comments have been made in the report by the Practicing

Company Secretary.

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 the Companies (Accounts) Rules, 2014 Company has appointed M/s AG & Company, Chartered Accountants as Internal Auditor of the Company in the Board Meeting held on 31.03.2017 to undertake internal audit. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

20. RELATED PARTY TRANSACTION-

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. All transactions entered with the Related Parties as defined under the Companies Act, 2013 and regulation 23 of the SEBI (listing Obligation & Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on arms length basis and do not attract the provisions of section 188 of the Companies

Act, 2013. Thus disclosure in form AOC- 2 is not required. Related party transactions have been disclosed under the Note 2.30 of significant accounting policies and notes forming part of the financial statements in accordance with Accounting Standard 18.

A statement in summary form of transactions with related parties in the ordinary course of business and arms length basis is periodically placed before the Audit committee for review 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, Managements Discussion and Analysis of the financial condition and results of operations have been provided separately in this Annual Report.

23. 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) of the 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. The Assessment is periodically examined by the Board. The management of the Company has identified some of the major areas of concern having inherent risk, viz. Financial, Commodity Price, Regulatory, Human Resource, Interest rate Risks. The processes relating to minimizing the above risks have already been put in place at different levels of management. The management of the Company reviews the risk management processes and implementation of risk mitigation plans. The processes are continuously improved.

25. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as 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.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

There are no significant and material orders passed by the Courts or any other regulators which would impact the going concern status of the Company and its future Operation.

27. PERFORMANCE EVALUATION-

Pursuant to the provisions of the Act and SEBI (LODR) and in terms of the Framework of the Board Performance Evaluation, the Nomination and Remuneration Committee and the Board have carried out an annual performance evaluation of its own performance, the performance of various Committees of the Board, individual Directors and the Chairman. The manner in which the evaluation has been carried out has been set out in the Corporate Governance Report which forms an integral part of this Report.

28. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal committee constituted under the said act has confirmed that no complaint/case has been filed/ pending with the Company during the year.

29. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Management does not perceive any material changes occurred subsequent to the close of the financial year as on 31.03.2017 before the date of report dated 15.07.2017 affecting financial 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 and Disclosure Requirements) Regulations, 2015 the report of the Corporate Governance and the Certificate of the Auditors of the Company in respect of compliance thereof and appended hereto and forming part of the report. As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21,22, 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 apply, in respect of the listed entity which has listed its specified securities on the SME Exchange.

31. CORPORATE SOCIAL RESPONSIBILITY-

The Company was not required to constitute Corporate Social Responsibility committee under 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 on the economy and on businesses. Implementation of a well-designed GST model that applies to the widest possible base at a low rate can provide significant growth stimulus to the business and contribute to the Prime Ministers mission of ‘Make in India. Your Company has been preparing for migrating to GST with changes across IT systems, Supply Chain and operations have been made keeping in mind the sweeping changes that GST would bring in. While there are a few areas that need to be addressed, the Government went live on 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 of applicable laws and regulations. Although the expectations are based on reasonable assumption, the actual result might differ.

34. APPRECIATION AND ACKNOWLEDGEMENT

Your Directors express their sincere gratitude for the assistance and co-operation extended by the customers, various Government, Semi-Government, and Local Authorities, Suppliers, 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. Last but not the least, Board of Directors wish to 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