Bella Casa Fashion & Retail Ltd Directors Report.

To,

Dear Shareholders,

The Directors of Bella Casa Fashion & Retail Limited have pleasure in submitting their 23rd Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2019.

1. FINANCIAL RESULTS

The audited financial results of the Company for the year ended March 31st, 2019 are summarized below:

Rs. in Lacs

Particulars 2018-19 2017-18
Total Income 14723.50 12530.74
Total Expenditure 13488.95 11670.29
Earning Before Finance Cost, Depreciation & Amortization and Tax (EBIDTA) 1755.58 1288.22
Less: Finance Cost 422.50 348.24
Less: Depreciation & Amortization expenses 98.52 79.54
Profit Before Tax and Exceptional Items 1234.56 860.45
Less: Tax Expenses 356.97 290.57
Comprehensive Income 24.81 30.04
Total Comprehensive Income for the period after Tax 902.40 599.92

2. REVIEW OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The Company recorded total revenue of Rs. 14723.50 Lacs during the year under review as against Rs. 12530.74 Lacs in the previous year thereby registering growth of 17.50%. The profit after tax for the year ended 31st March, 2019 is Rs. 877.59 Lacs as against Rs. 569.88 Lacs in the previous year showing growth of 54%. EBIDTA during the year increased from 1288.22 Lacs to 1755.58 Lacs registering a significant growth of 36.28%.

3. DIVIDEND

Your Directors are pleased to recommend a Final Dividend of Rs. 1/- (one rupees) per equity share of face value of Rs.10/- each for the year ended 31st March, 2019. The Final Dividend, subject to the approval of Members at the Annual General Meeting on 28th September, 2019. The total proposed Final Dividend, amounts to Rs. 1/- per equity share and will absorb 1,38,33,721 (One crore thirty eight lacs thirty three thousand seven hundred twenty one rupees) including Dividend Distribution Tax of Rs. 23,58,721/-

4. TRANSFER TO RESERVES & SURPLUS

The Company proposes to transfer an amount of Rs. 902.40 lacs (Previous year Rs.599.92 Lacs) to general reserves.

5. SHARE CAPITAL

The authorized and paid up equity share capital as on March 31, 2019 stood at Rs. 11,75,00,000 (Rupees eleven crores seventy 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 with differential voting rights nor has granted any stock options or sweat equity.

6. CONVERSION OF WARRANTS INTO EQUITY SHARES ON PREFERENTIAL BASIS

The Board of Director of your Company, during the financial year 2017-18 allotted 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 28.03.2017 to 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 converted 2,70,000 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 in the financial year 2017-18.

In the financial year 2018-19 the Company converted rest 14,70,000 warrants out of which 3,70,000 warrants converted on 01st June, 2018 and 11,00,000 warrants converted on 03rd November, 2018 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.

Consequent to the conversion of warrants into equity shares, the paid-up equity share capital of your Company stands at 11,47,50,000 divided into 1,14,75,000 equity shares of face value of Rs. 10/- each.

7. 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).

8. FINANCE & ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2019 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, so as 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, 2019.

9. 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.

10. BOARD OF 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, there is no change in the Board of Directors of the Company.

11. KEY MANAGERIAL PERSONNEL

During the year under review, the Company has following persons as Key Managerial Personnel:

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 2018-19 forms 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.

16. 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

17. 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.

18. 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 2019-2020 to BSE.

19. 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. The Board has recommended the appointment of Vikas Jain & Associates Chartered Accountants as the statutory auditors of the Company in their place, for a term of five consecutive years, from the conclusion of the 23rd Annual General Meeting of the Company scheduled to be held in the year 2019 till the conclusion of the 28th Annual General Meeting, for approval of shareholders of the Company, based on the recommendation of the Audit Committee.

There is no audit qualification, reservation or adverse remark for the year under review.

20. 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.

21. 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 12.02.2019 to undertake the Secretarial Audit of the Company. The report is enclosed as "ANNEXURE A" to this report.

The Secretarial Auditor has made an observation that on 21.05.2018 Company gave prior intimation of Board Meeting to be held on 29.05.2018 but inadvertently missed item of recommendation of dividend agenda of Board Meeting and the item was not included in the Agenda, but was taken up for consideration with the permission of Chairman and with the consent of majority of directors present in the meeting, including one Independent director.

In this regard, it is clarified that prior intimation for recommendation of dividend was missed inadvertently from the notice and the agenda of the board meeting but the same was mentioned in the outcome of the board meeting submitted to the BSE and a letter was also sent to the BSE to condone the mistake. Board assured to be more careful in the future.

22. 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 was not applicable to the Company.

23. 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 A.G. & Company, Chartered Accountants as Internal Auditor of the Company in the Board Meeting held on 12.02.2019 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.

24. REPORTING OF FRAUDS

There was no instance of fraud during the year under reivew, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act and Rules framed thereunder.

25. SECRETARIAL STANDARDS

The Company complies with all the secretarial standards.

26. 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 39 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. http://www.bellacasa.in/docs/investors/POLICIES/Related%20Party%20Transaction%20Policy.pdf

27. SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

28. 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.

29. 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.

30. 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.

31. 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 were in receipt of 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.

32. 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.

33. 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.

34. 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.

35. 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

The Board of Directors have recommended dividend of Rs. 1 (rupees one) per fully paid up equity share of Rs. 10/- each for the financial year 2018-19 on 27th May, 2019, which is based on relevant share capital as on 31st March, 2019. The actual dividend amount will be dependent on the relevant share capital outstanding as on the record date/book closure.

Apart from above Management does not perceive any material changes occurred subsequent to the close of the financial year as on March 31, 2019 before the date of report dated August 14, 2019 affecting financial position of the Company in any substantial manner.

36. 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

37. 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.

38. CORPORATE SOCIAL RESPONSIBILITY-

The Company has a Corporate Social Responsibility (CSR) Policy in place and the same can be accessed at http://www.bellacasa.in/docs/investors/POLICIES/CSR%20Policy.pdf. The details about committee composition and terms of reference of committee are given in Corporate Governance Report and forms integral part of this report. A CSR Report on CSR activities has been provided in Annual Report on CSR is attached as "Annexure E".

39. BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your company for the financial year 2018-19.

40. 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.

41. 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 Place: Jaipur
Date: 14.08.2019 Date: 14.08.2019