To,

Dear Shareholders,

The Directors of Bella Casa Fashion & Retail Limited (Formerly known as Gupta Fabtex Private Limited) have pleasure in submitting their 20th Annual Report together with the Audited Statements of Accounts for the year ended 31st March, 2016.

1. FINANCIAL RESULTS

The audited financial results of the Company for the year ended March 31st, 2016 are summarized below:

Particulars 2015-16 2014-15
Total Income 85,30,17,619 78,98,97,865
Total Expenditure 83,13,10,055 77,68,05,356
Earning Before Finance Cost, Depreciation & Amortization and Tax (EBIDTA) 5,94,69,351 5,13,82,138
Less: Finance Cost 3,25,03,245 3,22,90,058
Less: Depreciation & Amortization expenses 52,58,542 59,99,571
Profit Before Tax and Exceptional Items 2,17,07,564 1,30,92,509
Exceptional Items -76,416 -43,12,580
Profit from Ordinary Activities before Tax 2,17,83,981 1,74,05,089
Less: Extra Ordinary Items - -
Less: Tax Expenses 79,07,123 61,22,408
Profit After Tax (PAT) 1,38,76,858 1,12,82,682

2. REVIEW OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The Company recorded total revenue of Rs. 85,30,17,619 during the year under review as against Rs.78,98,97,865 in the previous year thereby registering growth of 7.99 %. The profit after tax for the year ended 31st March, 2016 is Rs. 1,38,76,858 as against Rs. 1,12,82,682 in the previous year showing growth of 22.99%.

EBIDTA during the year increased from 5, 13,82,138 to 5,94,69,351 registering a significant growth of 15.74%.

3. DIVIDEND

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.

4. RESERVES

During the year Company issued 47,15, 000 Bonus Shares to existing shareholders from its Reserve & Surplus account amounting Rs. 4,71,50, 000 at a face value of Rs. 10/- each. During the year Company also earned profit and your directors have decided to plough back the profit into the business therefore no dividend is recommend for the financial year ended 31st March, 2016. During the year under review balance of profits after tax was transferred to General Reserve.

5. SHARE CAPITAL

The authorized and paid up Equity Share Capital as on March 31, 2015 stood at Rs. 2,05,00,000 and 2.05.00. 000 respectively. During the year Company increased its Authorized Share Capital from 2.05.00. 000 to 10,00,00,000 and paid up capital from 2,05,00,000 to 9,21,50,000.

Your Company increased its paid up Share Capital from Rs. 2,05,00,000 to Rs. 9,21,50,000 by way of 47,15, 000 Bonus Share amounting of Rs. 4,71,50, 000 at a face value of Rs. 10/- each and 24,50,000 Equity Shares through Initial Public Offer (IPO) amounting of Rs. 3,43,00,000 at a face value of Rs. 10/- each and a premium of Rs. 4/- each. The aforesaid Equity Shares is listed on BSE-SME Platform.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2016, none of the directors of the Company hold instruments convertible into Equity Shares of the Company.

6. CHANGE OF NAME

Name of the Company was changed from "Gupta Fabtex Private Limited" to "Bella Casa Fashion & Retail Private Limited" with effect from 15.07.2015 and the Company was converted into Public Limited Company with effect from 31.07.2015.

The change of the name was approved by the members in the 19th Annual General Meeting on 29.06.2015 and the conversion of the Company into Limited Company approved by the members in the Extra Ordinary General Meeting of the Company held on 15.07.2015. The Registrar of Companies, Jaipur has issued the new certificate of incorporation recording the conversion of the Company on 31.07.2015

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

8. DECLARATION OF INDEPENDENT DIRECTORS

The Board of Directors of the Company declares that Independent Directors Mr. Sharad Mangal, Ms Kalpana Juneja, Mr. Gunjan Jain, and Mr. Vikas Mathur are:

a) in the opinion of the Board, are persons of integrity and possesses relevant expertise and experience;

b) (i) who were or were not a promoter of the Company or its holding, subsidiary or associate Company

(ii) who are not related to promoters or directors in the Company, its holding, subsidiary or associate Company.

c) Who have or had no pecuniary relationship with the Company, its holding, subsidiary or associate Company or their promoters or directors, during the two immediately preceding financial years or during the current financial year;

d) None of whose relatives has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate Company or their promoters, or directors, amounting to two percent or more of its gross turnover of total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

e) Who, either himself nor any of his relatives -

i) holds or has held the position of a key managerial personnel or is or has been employee of the Company or its holding, subsidiary or associate Company in any of the three financial year immediately preceding the financial year in which he is proposed to be appointed.

ii) is or has been an employee or propriety or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of

> a firm of auditors or Company secretaries in practice or cost auditors or the Company or its holding, subsidiary or associate Company;

> any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate Company amounting to ten percent or more of the gross turnover of such firm.

iii) holds together with his relative two per cent, or more of the total voting power of the Company; or

iv) is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty-five percent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate Company or that holds two per cent or more of the total voting power of the Company; or

v) Who possesses such other qualification as may be prescribed

9. DIRECTORS

As per the provisions of the Section 152 of the companies Act, 2013 Whole Time Directors of the Company, Mr. Harish Kumar Gupta (DIN-01323944) 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, Mr. Pawan Kumar Gupta re-designated as Managing Director from the Director of the Company, Mr. Harish Kumar Gupta re-designated as Chairman & Whole-Time Director from the Managing Director of the Company and Mr. Saurav Gupta and Mr. Gaurav Gupta re-designated as Whole-Time Director from Director of the Company with effect from 31.07.2015.

Also Mr. Naresh Manwani appointed as Chief Financial Officer and Ms. Sonika Gupta have been appointed as Company Secretary with effect from 12.06.2015 and 29.06.2015 respectively.

In accordance with the Companies Act, 2013, Ms. Kalpana Juneja, Mr. Sharad Mangal and Mr. Gunjan Jain were appointed as Independent Directors of the Company with effect from 15.07.2015 and Mr. Vikas Mathur was appointed as Independent Directors of the Company with effect from 31.07.2015 for a period of five consecutive years. All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

10. 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

11. NUMBER OF THE MEETING OF THE BOARD

The details of the Number of Meetings of the Board held during the financial year 2015-16 forms part of the Corporate Governance.

12. 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.

13. ACCEPTANCE OF DEPOSITS-

The Company has not accepted any fixed Deposits from the Public within the meaning of Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014

14. 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

15. 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.

16. LISTING ON SME PLATFORM OF THE BSE LIMITED

Your Directors are pleased to inform you that Company has successfully listed its securities on the SME platform of BSE Limited on 15.10.2015 and the Company has paid listing fees for the year 2015-16

17. 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.

18. 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.

19. 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 29.03.2016 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.

20. COST AUDIT

During the year under review, cost audit was not applicable to the Company.

21. 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 Vikas Jain & Associates Chartered Accountants Secretary in the Board Meeting held on 29.03.2016 to undertake internal audit of the Company.

22. 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 2.29 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.

23. SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

24. 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.

25. 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.

26. RISK MANAGEMENT

Business risk evaluation and management is ongoing process within the Company. The Assessment is periodically examined by the Board.

27. 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.

28. 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.

29. PERFORMANCE EVALUATION-

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

30. 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.

31. 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 31.03.2016 before the date of report dated 03.09.2016 affecting financial position of the Company in any subsequent manner.

32. 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.

33. CORPORATE SOCIAL RESPONSIBILITY

The Company was not required to constitute Corporate Social Responsibility committee under the section 135 of Companies Act, 2015.

34. 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.

35. 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, the Board of Directors wish to thank the 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: 03.09.2016

ANNEXURE B

Conservation of Energy, Technology Absorption and 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, 2016 is given below and forms port of the Directors Report.

(A) Conservation of Energy

(i) The steps taken or impact on conservation of energy

In line with the Companys commitment towards conservation of energy, Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved. Company continues with their efforts aimed at improving energy efficiency through innovative measures to reduce wastage and optimize consumption. Some of the measures taken by the company in this direction are as under:

a. Replacement of old utility equipments with new energy efficient equipments.

b. Effective preventive maintenance helped in increasing energy efficiency of equipment.

(ii) The steps taken by the Company for utilizing alternate source of energy N.A.

(iii) The capital investment on energy conservation equipments-NIL

(B) Technology Absorption

(i) The efforts made towards technology absorption

The Company continues to perform R&D activities to improve quality of products and to reduce production cost to serve its customer better.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution

a. Development of new products

b. Reduction of production cost

c. Product and process improvement

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

N.A.

(iv) The expenditure incurred in Research and Development

NIL

(C) Foreign exchange earnings and Outgo

Particulars 2015-16 2014-15
Earnings in foreign Exchange NIL 6,53,15,400
Outgo in foreign Exchange NIL NIL