Bella Casa Fashion & Retail Ltd Directors Report.

To,

Dear Shareholders,

The Directors of Bella Casa Fashion & Retail Limited have pleasure presenting their 25th Annual Report on the business and operations of the Company together with 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 March 31st, 2021 are summarized below:

Particulars 2020-21 2019-20
Total Income 12,941.34 16,353.72
Total Expenditure 12,206.02 15,143.13
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 1,210.59
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 global pandemic. Consequent to this, the Government of India declared a nationwide lockdown from March 24, 2020. Subsequently, the nationwide lockdown was lifted by the Government of India, but regional lockdowns continue to be implemented in areas with significant number of COVID-19 cases. The second wave in March and April, 2021 further exacerbated the situation.

The covid-19 pandemic has had a significant impact on the business operations and the financial results of the company for the quarter and for the year ended on 31st March, 2021. The company has assessed the impact of this pandemic on its business operations and has considered all relevant internal and external information available up to the date of approval of these financial results, in the determination of the recoverability and carrying values of financial assets and non-financial assets. The impact of the current surge in the Covid-19 pandemic on the overall economic environment is uncertain and may affect the underlying assumptions and estimates used to prepare the companys financial results, whereby actual outcome may differ from those assumptions and estimates considered as at the date of approval of these financial results. The Company will continue to monitor any material changes to future economic conditions and consequential impact on its financial position.

3. REVIEW OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The Company recorded total revenue of Rs. 12941.34 Lacs during the year under review as against Rs. 16353.72 Lacs in the previous year thereby registered a percentage decrease of 20.87 %. The profit after tax for the year ended 31st March, 2021 is Rs. 540.19 Lacs as against Rs. 913.07 Lacs in the previous year showing a percentage decrease of 40.84%. EBIDTA during the year decreased from 1802.81 Lacs to 1171.23 Lacs registering a percentage decrease of 35.03%.

4. DIVIDEND

The Board of Directors at their meeting held on 08th June, 2021, has recommended payment of Rs. 0.35 (paise thirty-five only) per equity share of the face value of Rs. 10 (Rupees ten only) each as final dividend for the financial year ended 31st March, 2021. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

During the year under review, the Board of Directors of the Company at their meeting held on 27th January, 2021, declared an Interim Dividend of Rs. 0.60 (paise sixty only) per equity share of the face value of Rs.10 (Rupee ten only) each. The interim dividend was paid to the shareholders on 09th February, 2021. The total dividend amount for 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. 1,09,01,250 (Rupees one crore nine 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 payout including Dividend Distribution Tax for the FY 2019-20 amounting to Rs. 1,66,00,561.20 (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 the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

5. TRANSFER TO RESERVES & SURPLUS

The Company proposes to transfer an amount of Rs. 552.21 lacs (Previous year Rs. 915.78 Lacs) to general reserves.

6. SHARE CAPITAL

The authorized and paid-up equity share capital as of March 31, 2021 stood at Rs. 11,75,00,000 (Rupees eleven crores seventy five lacs) and 11,47,50,000 (Rupees eleven crores forty seven lacs fifty thousand) respectively.

During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As of March 31, 2021, none of the directors of the Company hold instruments convertible into Equity Shares of the Company.

7. DECLARATION OF INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors of the Company and they have confirmed that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 read with Schedules and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 (1) (b) of the Listing Regulations.

The Board of Directors has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

8. FINANCE & ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31,2021 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgments relating to the Financial Statements are made on a prudent basis, to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31, 2021. The notes to the Financial Statements adequately cover Audited Statements and form an integral part of this report.

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 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

10. BOARD OF DIRECTORS

In accordance with the provisions of section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Saurav Gupta, Whole Time Director will retire by rotation at the ensuring Annual General Meeting and, being eligible, offer himself for re-appointment. The Board recommends their re-appointment for the consideration of Members of the Company at the ensuring Annual General Meeting.

A brief resume of the Director proposed to be, re-appointed, is furnished in the notice of the AGM. During the year under review, there is no change in the Board of Directors of the Company.

11. KEY MANAGERIAL PERSONNEL

During the year under review, the Company has the 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
Mrs. Sonika Gupta Company Secretary & Compliance Officer

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

12. NUMBER OF THE MEETING OF THE BOARD

The details of the Number of Meetings of the Board held during the financial 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. Shareholders / 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 and attendance 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) 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.

15. 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

The Directors of the company from whom money is received, furnishes to the company at the time of giving the money, a declaration in writing to the effect that the amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others and the company shall disclose the details of money so accepted in the Boards report.

16. 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

17. LISTING FEES

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 20212022 to BSE.

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 the Annual General Meeting (AGM) of the Members held on Saturday, 28th September, 2019 on a remuneration 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 held after the AGM held on on Saturday, 28th September, 2019. Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute.

Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

The Statutory Auditors Report forms part of the Annual Report. There is no audit qualification, reservation or adverse remark for the year under review. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act and Rules framed thereunder.

19. AUDITORS REPORT-

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

20. SECRETARIAL AUDIT

Pursuant to the provisions of 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 08.06.2021 to undertake the Secretarial Audit of the Company. The report is enclosed as "ANNEXURE A" to this report.

The Secretarial Audit Report for the financial year ended 31st March, 2021 contains certain qualifications and clarification by the Board are as follow-

Observation-Delayed in submission of disclosures of related party transactions on a consolidated basis for the half year ended September 2020 under Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Calrification-The Company had sent the written representation to BSE on 23.01.2021 and had made payment of fine on 06.02.2021. Although Company received an email dated 25.06.2021 from BSE Limited for Waiver of fines Levied pursuant to SEBI Circular SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020. (Erstwhile SEBI circular SEBI/HO/CFD/CMD/CIR/P/2018/77 dated May 03, 2018.)

Observation-An Independent Director had traded in shares of Company, value of the which exceeded Rs. 10 Lakh, during the quarter January 2021 to March 2021 But had delayed inadvertently in giving intimation to Company within time

Calrification-Company had not been intimated by concerned Director within time but after receiving intimation from him, Company had filed requisite disclosures on July 02, 2021 as needed under SEBI (Prohibition of Insider Trading) Regulations, 2015.

Observation-An Independent Director executed Contra Trade, Which is restricted under SEBI (Prohibition of Insider Trading) Regulations, 2015 But had delayed inadvertently in giving intimation to Company within time.

Calrification-Company had not been intimated by concerned director within time but after receiving intimation from him, Company had filed requisite disclosures 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 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 did not apply to the Company.

22. 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 Swarnkar & Company, Chartered Accountants as Internal Auditor of the Company in the Board Meeting held on 08.06.2021 to undertake internal audit. Their scope of work includes a review of processes for safeguarding the assets of the Company, a review of operational efficiency, the 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 are taken as per the directions of the Audit Committee on an ongoing basis to improve efficiency in operations.

23. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 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 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 Note 40 of significant accounting policies and notes forming part of the financial statements in accordance with Ind AS 24.

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.

The policy on Related Party Transactions as approved by the Board of Directors 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 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.

28. 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 31,2021 been appended as "Annexure B" to this Report.

29. RISK MANAGEMENT

Business risk evaluation and management is an 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.

30. 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.

A statement comprising the names of top 10 employees in terms of remuneration drawn and every persons employed throughout the year, who received remuneration in terms of 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 annual report. The above Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, up to the date 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 or any other regulators which would impact the going concern status of the Company and its future Operation.

32. PERFORMANCE EVALUATION-

Pursuantto the provisions of the Act and Listing Regulations 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

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

34. 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

There have been no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of 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 deviation or variation in the use of proceeds.

36. 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.

37. CORPORATE SOCIAL RESPONSIBILITY-

The Company has a Corporate Social Responsibility (CSR) Policy in place and the same can be accessed at https://bellacasaretail.com/wp- content/uploads/2021/04/CSR-Policv.pdf. The details about committee composition and terms of reference of the committee are given in the Corporate Governance Report and forms an integral part of this report. A CSR Report on CSR activities has been provided in Annual Report on CSR is attached as "Annexure E".

38. ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires the conduct of operations in such a manner to ensure the safety of all concerned, compliances of environmental regulations and preservation of natural resources.

39. BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not 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 with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Companys website www.bellacasa.in.

41. 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 assumptions, the actual result might differ.

42. APPRECIATION AND ACKNOWLEDGEMENT

Your Directors express their sincere gratitude for the assistance and co-operation extended by the customers, various Government, SemiGovernment, 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 wishes to thank Investors/Shareholders for their support, co-operation and faith in the Company.