Bella Casa Fashion & Retail Ltd Directors Report.

DIRECTORS REPORT

To,

Dear Shareholders,

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

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

Particulars 2017-18 2016-17
Total Income 12703.23 11,502.86
Total Expenditure 11797.77 10,999.96
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 as against Rs. 11502.86 Lacs in the previous year thereby registering growth of 10.44 %. The profit 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 year increased from 876.67 Lacs to 1333.10 Lacs registering a significant growth of 52.06%.

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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 the approval of Members at the Annual General Meeting on 31 st August, 2018. The total proposed Final Dividend, amounts to Rs. 0.50/- per equity share and will absorb 62,53,806 (Sixty Two Lacs fifty three thousand eight hundred six rupees) including Dividend Distribution Tax of Rs. 10,66,306/-

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

The authorized and paid up Equity Share Capital as on March 31,2018 stood at Rs. 11,75,00,000 (Rupees eleven crores seventy lacs) and 10,00,50,000 (Rupees ten crores fifty thousand) respectively.

Company has allotted 5,15,000 fully paid-up equity shares on preferential basis at a face value of Rs. 10/- each and allotted 2,70,000 and 5,000 equity shares pursuant to the conversion of warrants in 2017-18 to the promoters and other public and consequently the number of equity shares increased from 92,15,000 to 100,05,000.

As on March 31,2018, promoters, persons belonging to promoters group and public shareholders 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 differential voting rights nor has granted any stock options or sweat equity.

The Board of Director of your Company, had during the financial year i.e. 2017-18 allotted 5,15,000 equity shares and

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

Each warrant was convertible into one fully paid-up Equity Share of 10/- each ranking pari-passu in all respects, within a period of 18 months from the date of allotment, in one or more tranches. Out of the above, the Company has converted2.70.000 warrants on 05th October, 2017,5,000 warrants on 30th October, 2017 into equity shares by way of allotment of equivalent number of equity shares of face value of Rs. 10/- each on receipt of full consideration in respect of above warrants. Consequent to the allotment of equity shares and conversion of warrants, the paid-up equity share capital of your Company stands at 10,00,50,000 divided into 100,05,000 equity shares of face value of Rs. 10/- each.

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).

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.

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

The details of the Number of Meetings of the Board held during the financial year 2017-18 forms part of the Corporate

Governance.

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.

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

We have enclosed the extract of the annual return in Form No. MGT - 9 shall form part of the Boards report

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

Presently, the Equity Shares of the Company are listed on the BSE Limited. The Company has 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 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.

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.

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 31.03.2018 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.

As per the requirement of the Central Government and pursuant to section 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 year under review, cost audit was not applicable to the Company.Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required 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 the Companies (Accounts) Rules, 2014 Company has appointed Ms. Monika Sabnani, Company Secretary as Internal Auditor of the Company in the Board Meeting held on 31.03.2018 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

The Company complies with all the secretarial standards.

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 arm’s 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 2.32 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 arm’s length basis is periodically placed before the Audit committee for 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 (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.

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.

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.

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.

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.

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.

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.

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

The Company has allotted 3,70,000 Equity Shares of Rs. 10/- each to Promoters and promoters group pursuant to the conversion of warrants on 01 st June, 2018 and consequently the number of equity shares increased from 1,00,05,000to 1,03,75,000.

Apart from above Management does not perceive any material changes occurred subsequent to the close of the financial year as on March 31,2018 before the date of report dated August 06,2018 affecting financial position of the Company in any substantial manner.

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.

The Company was not required to constitute Corporate Social Responsibility committee under 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 of applicable laws and regulations. Although the expectations are based on reasonable assumption, the actual result might differ.

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 Inves- tors/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 Managing Director
Director
Place: Jaipur
Date: 06.08.2018 DIN:01543446 DIN:01323944
Date: 06.08.201