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Bella Casa Fashion & Retail Ltd Directors Report

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Jul 19, 2024|09:56:00 AM

Bella Casa Fashion & Retail Ltd Share Price directors Report

To,

Dear Shareholders,

The Directors of Bella Casa Fashion & Retail Limited have the pleasure of presenting their 27th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March, 2023.

1. FINANCIAL RESULTS

The audited financial results of the Company for the year ended 31st March, 2023are summarized below:

Particulars 2022-23 2021-22
Revenue from Operations 20,176.32 20,581.23
Other Income 53.35 57.13
Total Income 20,229.68 20,638.35
Total Expenditure 19,196.53 19,101.48
Earning Before Finance Cost, Depreciation & Amortization and Tax (EBIDTA) 1599.47 2173.61
Less: Finance Cost 389.79 467.36
Less: Depreciation & Amortization expenses 176.53 169.38
Profit Before Tax and Exceptional Items 1,033.15 1,536.87
Less: Tax Expenses 257.12 420.68
Add: Comprehensive Income 4.67 7.70
Total Comprehensive Income for the period after Tax 780.70 1,123.89
Earnings per equity share: (Face value per Equity
Share of RS. 10 each) (in Rs.)
(1) Basic 6.80 9.79
(2) Diluted 6.80 9.79

2. REVIEW OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

During the Financial year 2022-23:

The Company recorded total revenue of Rs. 20,229.68 Lacs during the year under review as against Rs.20638.35Lacs in the previous year thereby registered a percentage decrease of 1.98%.

• The profit after tax for the year ended 31st March, 2023 is Rs. 776.03 Lacs as against Rs. 1116.19 Lacs in the previous year showing a percentage decrease of30.48%.

• EBIDTA during the year increased from Rs. 2173.61 Lacs to Rs. 1599.47 Lacs registering a percentage decrease of26.41%.

• Total finance cost during the year decreased from Rs. 467.36 Lacs to Rs. 389.79 registering a percentage decrease of 0.34%.

• Total comprehensive income for the year after tax stood at Rs. 4.67 lacs compared to Rs. 7.70 lacs reported in the previous year.

• During the year under review, your Company registered a Profit Before Tax (PBT) from operations of Rs. 1,033.15 Lakhs as against Rs. 1,536.87Lakhs in the previous year, recording a decrease of32.78%.

• The Net Worth as of 31st March 2023, improved to Rs. 7,559.90 lacs as against Rs. 6,964.72 lacs as on 31st March 2022, registering an increase of 8.55%.

• The earnings per share (basic) as on 31st March, 2023, stood at Rs. 6.80 per share as against Rs. 9.79 per share as on 31st March, 2023.

• Established in 1996, Bella Casa Fashion & Retail Ltd (BCFRL) stands as a prominent player in Indias apparel and home furnishing industry, it offers comprehensive fashion manufacturing, designing services, branding, and distribution of home furnishing products under the esteemed "Bella Casa" Further information on the Business overview and outlook and State of the affairs of the Company is discussed in detail in the Management Discussion & Analysis Report.

3. DIVIDEND

FINAL DIVIDEND- The company has not considered the proposal to pay any final dividend for the financial year2022-23.

INTERIM DIVIDEND- During the year2022-23, the Board of Directors of the Company at their meeting held on iith November, 2022, declared an Interim Dividend of 0.70 paisa each (Seventy Paisa only) per equity share of the face value of Rs. 10 (Rupee ten only) each. The interim dividend was paid to the shareholders on 29th November, 2022. The total dividend amount for the financial year 2022-23, amounts to 0.70 paise (Seventy paise only) per equity share of the face value of Rs.10 (Rupee ten only) each [dividend payout including Dividend Distribution Tax for the FY 2022-23 amounting to Rs. 80,32,500 (Rupees eighty lacs thirty-two thousand five hundred rupees only)] as against the total dividend ofRs. 191 (one rupee ninety-one paise only) per equity share of the face value of Rs. 10 (Rupee ten only) each paid for the previous financial year 2021-22 [total dividend payout including Dividend Distribution Tax for the FY 2021-22 amounting to Rs. 2,19,17,250 (Rupees two crore nineteen lacs seventeen thousand two hundred and fifty only)]

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.

4. UNCLAIMED DIVIDEND

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, if the dividend transferred to the Unpaid Dividend Account of the Company remains unpaid or unclaimed for a period of seven years from the date of such transfer then such unclaimed or unpaid dividend shall be transferred by the Company along with interest accrued if any to the Investor Education and Protection Fund (the IEPF), a fund established under sub-section (1) of section 125 of the Act within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits (like a bonus, etc.), if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares.. The details of unclaimed/unpaid dividend are available on the website of the Company viz. www. bellacasa. in

Therefore, it is in the interest of shareholders to regularly claim the dividends declared by the Company.

Details of Unclaimed Dividend as on March 31,2023 and due dates for transfer are as follows:

Sr. No. Financial Year Date of Declaration of Dividend Unclaimed Amount (Rs.) Due Date for transfer to IEPF Account
1. 2022-23 (Interim) 77.77.2022 7165.13 11-01-2030
2. 2021-22 (Final) 16.09.2022 9536.71 17-11-2029
3. 2021-22 (interim) 02.11.2021 1516.00 06.01.2029
4. 2020-21 (Final) 07.09.2021 8.75 0711.2028
5. 2020-21 (interim) 27.01.2021 4594.80 02.04.2028
6. 2019-20 (interim) 14.03.2020 33898.80 12.05.2027
7 2018-19(Final) 28.09.2019 41420.00 01.12.2026
8. 2017-18(Final) 31.08.2018 24.50 01.11.2025

Transfer of the shares into Investor Education and Protection Fund ("IEPF") (in cases where dividend has not been paid or claimed for seven (7) consecutive years or more)

In terms of Section 124(6) of the Act read with Investor Education & Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended ("IEPF Rules"), and Notifications issued by the Ministry of Corporate Affairs from time to time, the Company is required to transfer the shares in respect of which dividends have remained unpaid/unclaimed for a period of seven consecutive years or more to the IEPF Account established by the Central Government. As required under the said Rules, the Company has transferred the required number of shares to the IEPF.

During the year under review, no amount was liable to be transferred to Investor Education and Protection Fund.

5. TRANSFER TO RESERVES & SURPLUS

During the year the Company has not transferred any amount to General Reserves and the Board of Directors have decided to retain the entire profit of Rs. 776.03Lakhs in the Statement of Profit and Loss.

6. SHARE CAPITAL

As on 31st March, 2023, the Authorised Share Capital of the Company is Rs. 11,75,00,000 (Rupees eleven crores seventy-five lacs) divided into 1,17,50,000 (Rupees one crore seventeen lacs fifty thousand) Equity Shares of Rs. 10/- each and Issued, Subscribed and Paid-up capital is Rs. 11,47,50,000 (Rupees eleven crores forty-seven lacs fifty thousand) divided into 1,14,75000 (Rupees One Crore fourteen Lacs seventy-five thousand) Equity Shares of face value ofRs. 10/- each.

During the year under review, the Company has not issued shares, convertible securities, shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As of 31 March, 2023 none of the directors of the Company hold instruments convertible into Equity Shares of the Company.

7. FINANCIAL STATEMENTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31 March, 2023have 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.

Your Company has consistently applied applicable accounting policies during the year under review. The Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses financial results on a quarterly basis which are subjected to limited review and publishes audited financial statements on an annual basis. There were no revisions made to the financial statements during the year under review.

Financial Statements of the Company are prepared in accordance with the applicable Indian Accounting Standards as issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

As per the provisions of the Act and in accordance with the Circulars issued by the Ministry of Corporate Affairs ("MCA") and Securities and Exchange Board of India (SEBI), from time to time, the Annual Report 2022-23 containing Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including Directors Report (including Integrated Reporting and Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders through permitted mode. The Annual Report2022-23 is also available at the Companys website at

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

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to financial statements forming part of the Annual Report.

9. RELATED PARTY TRANSACTIONS

AH transactions entered with the Related Parties 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 and rules made there under. Thus, disclosure in formAOC- 2 in terms of section 134 of the Companies Act, 2013 is not required. There were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel of the Company.

All related party transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions that were repetitive in nature. 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". A statement in summary form of transactions with related parties in the ordinary course of business and on arms length basis is periodically placed before the Audit committee for review and recommendation to the Board for their approval.

During the year under review, based on the recommendations of the Audit Committee, the said policy was amended by the Board of Directors at its meeting held on 12th August, 2022. The updated policy is available on the website of the Company and can be accessed at the link httos://bellacasa.in/Daaes/investor- relations/RelatedParty Transaction Policy

None of the transactions with related parties were in conflict with the interest of the Company. All the transactions are in the normal course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length basis or fair value.

10. BOARD OF DIRECTORS

Retirement by rotation and subsequent re-appointment

During the period under review, there were no changes to the Board of Directors of your company. Pursuant to the provisions of section 149, 184 of the Companies Act, 2013 and under Regulation 25 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of section 149, 152, and other applicable provisions of the Companies Act, 2013, one-third of such 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. Gaurav Gupta (DIN: -07106587) Whole Time Director will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.

The Board recommends their re-appointment for the consideration of Members of the Company at the ensuing Annual General Meeting.

The brief details required to be disclosed in accordance with Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and Secretarial Standards is included in the notice of the ensuing Annual General Meeting forming part of this Annual Report

In terms of requirements of the Listing Regulations, the board has identified core skills, expertise and competencies of the Directors in the context of the Companys businesses for effective functioning, which are detailed in the Corporate Governance Report.

During the period under review, there were no changes to the Managing & Whole-time Directors of the Company

Independent Directors and their declarations

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 (!) (b) of the Listing Regulations. Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

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

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

11. KEY MANAGERIAL PERSONNEL

As of 31st March, 2023, the following were the Key Managerial Personnel (KMP) of the Company as per Section 2C51) and203 of the Act.

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. DIRECTORS RESPONSIBILITY STATEMENT-

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

(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 for the financial year ended March 31, 2023 on a going concern basis; and

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

(f) they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. POLICY ON NOMINATION & REMUNERATION

The Board of Directors has framed a Nomination, Remuneration and Board Diversity Policy that lays down a framework in relation to the appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees of the Company ("Policy"). The above policy was revised by the Board at its meeting held on IIth August, 2023 based on the recommendations of the NRC in order to incorporate the latest amendments / changes made to the provisions of the Act. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The Policy also provides for the Board Diversity, the criteria for determining qualifications, positive attributes and independence of Director and criteria for appointment of Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors whilst taking a decision on the potential candidates.

The above Policy is given in Annexure A", which forms part of this Report, and has also been posted on the website of the Company at: httDs://bellacasa.in/Dages/investor-relations/NR Policy

14. NUMBER OF THE MEETING OF THE BOARD

During the Financial Year2022-23, 7 (seven) meetings of the Board of Directors were held on 25th April, 2022, 23rd May, 2022, if June, 2022,23rd June, 2022,12th August, 2022,11th November, 2022 and 08th February, 2023.

S. No. Date Board Strength No. of Directors Present
1. 25th April, 2022 8 4
2. 23rd May, 2022 8 5
3. 11th June, 2022 8 5
4. 23rd June, 2022 8 4
5. 12th August, 2022 8 8
6. 11th November. 2022 8 5
7. Q8th February 2023 a 5

The details of the meetings of the Directors during the financial year 2022-23 are given in the Corporate Governance Report forming part of this Integrated Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act and the Listing Regulations.

15. ACCEPTANCE OF DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

16. IMPACT OF GLOBAL CRISIS:

COVID-19 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 has receded to a great extent. Your company is conscious of the significant disruption and impact COVID-19 can have on our employees, clients, partners, investors and the communities in which we operate. We are working hard to contain and mitigate its impact. The Company continues its business activities, in line with the guidelines issued by the Government authorities, take steps to strengthen its liquidity position and further explore cost restructuring exercise. The Company does not foresee any challenges in its ability to continue as going concern or meeting its financial obligations.

17. FAMILIARIZATION PROGRAM FOR DIRECTORS

At the time of appointing a Director, a formal letter of appointment is given to him, which inter alia explains the role, function, duties and responsibilities expected from him as a Director of the Company. The Director has also explained in detail the Compliance required from him under the Companies Act, 2013, the Listing Regulations and other various statutes and an affirmation is obtained. The Chairman and Managing Director also have a one-to-one discussion with the newly appointed Director to familiarize him with the Companys operations. Further, on an ongoing basis as a part of Agenda of Board / Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter alia covering the Companys businesses and operations, industry and regulatory updates, strategy, finance, risk management framework, role, rights, responsibilities of the Independent Directors under various statutes and other relevant matters. The details of the familiarization program for Directors are available on the Companys website, viz. www.bellacasa.in. The web link for the Familiarization Programme is httDs://bellacasa.in/oaaes/investor-relations/Familiarization Programme And the link of Policy is httDs://bellacasa.in/oaaes/investor-relations/FamiHarization Policy

18. LISTING ON STOCK EXCHANGE

With effect from Thursday, March 08, 2018, the equity shares of Bella Casa Fashion & Retail Limited which were already listed under BSE SME Platform migrated & admitted to dealings on the Main board Platform in the list of B Group.Currently, the Equity Shares of the Company are listed on BSE Ltd. - Main Board on ‘X/T+V Group

19. COMMITTEES OF THE BOARD

The Board of Directors has 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 forming part of this Annual Report FY2022-23.

20. AUDIT COMMITTEE

The Company has constituted an Audit Committee in terms of the requirements of the Act and Regulation 18 of the Listing Regulations. The Audit Committee comprises of three Directors viz. Mr. Sharad Manga! as the Chairman of the Committee, and Mr. Gunjan Jain and Harish Kumar Gupta, as the members of the Committee. During the year under review all the recommendations of the Audit Committee were accepted by the Board. Details of the role and responsibilities of the Audit Committee, the particulars of meetings held, and attendance of the Members at such Meetings are given in the Report on Corporate Governance, which forms part of the Annual Report.

21. AUDITOR

(a) Statutory Auditors & their report

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 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 7th May, 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 the continuance of their appointment at this AGM is not being sought 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.

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 the Act and Rules framed thereunder.

The Auditors have also confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the! CAL

(b) Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made there under, the Company had appointed M/s M Sancheti & Associates, Company Secretaries Firm Registration No. S2011RJ149500) in the board meeting held on 23rd May, 2022 as the Secretarial Auditor of the company to conduct the Secretariat Audit for the financial year2022-23 of the company.

The Secretariat Audit Report is annexed as "Annexure B" and forms an integral part of this Report.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/ CMDI/27/2019 dated 08th February, 2019, the Annual Secretarial Compliance Report of the Company is uploaded on the website of the Company https://bellacasa.in/Dacies/investor-relations

The Secretariat Audit Report and Secretariat Compliance Report for FY 2022-23, do not contain any qualification, reservation, or adverse remark.

(c) Cost Auditor

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, hence no Cost Auditor appointed for the said period.

(d) Internal Auditor

Pursuant to section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014 Company has appointed M/s N Sorathiya & Co., Chartered Accountants as Internal Auditor of the Company in the Board Meeting held on 12th August, 2022 to undertake the 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.

22. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Internal Financial Control is integral to the Companys strategy and for the achievement of the long-term goals. Companys success as an organisation depends on its ability to identify and leverage the opportunities while managing the risks. In the opinion of the Board, the Company has robust internal financial controls which are adequate and effective during the year under review. Your Company has an effective internal control and risk- mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is strong and commensurate with its size, scale and complexities of operations.

Internal audit processes include evaluation of all critical and high risk areas. Critical functions are reviewed rigorously, and the reports are shared with the Management for timely corrective actions, if any. The major

focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and are also apprised of the internal audit findings and corrective actions. The Audit Committee suggests improvements and utilizes the reports generated from a Management Information System integral to the control mechanism. The Audit Committee are periodically apprised of the internal audit findings and corrective actions.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is focused to ensure that ethics continue to be the bedrock of its corporate operations. It is committed to conducting its business in accordance with the highest standards of professionalism and ethical conduct in line with the best governance practices.

The Company has a Whistle blower Policy in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations. During the year under review, the policy was modified to make it more comprehensive and adequate to deal with issues and to align it with current market practices. The Policy provides adequate protection to the Directors, employees and business associates who report unethical practices and irregularities. The Policy provides details for direct access to the Chairman of the Audit Committee. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy.

The Whistle Blower Policy was revised by the Board at its meeting held on 11th August, 2023 based on the recommendations of the Audit Committee to make it more transparent. The Whistle Blower Policy has been appropriately communicated within the Company across all levels and is available on the website of the Company at httDs://bellacasa.in/oaaes/investor-relations/Whistleblower/ViailMechanism Policy The Company affirms that no personnel has been denied access to the Audit Committee.

24. CORPORATE SOCIAL RESPONSIBILITY

The Company is having a Policy on Corporate Social Responsibility ("CSR") and has constituted a CSR Committee as required under the Act for implementing various CSR activities. The CSR Committee comprised of Mr. Gunjan Jain, as the Chairman of the Committee, and Mr. Harish Kumar Gupta and Pawan Kumar Gupta, as the members of the Committee.

During the year under review, based on the policy was amended by the Board of Directors at its meeting held on 12th August, 2022. The CSR policy is available on the website of the Company at https://bellacasa.in/pacies/investor-relations/CSR Policy

Other details about the CSR Committee are provided in Corporate Governance Report which forms part of this Report. The Company has implemented various CSR projects directly and/or through implementing partners and the said projects undertaken by the Company are in accordance with its CSR Policy and Schedule VII to the Act. Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is given in "Annexure C" which forms part of this Report.

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

Your Company has in place a policy on Prevention of Sexual Harassment at Workplace, which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act). The objective of this policy is to provide an effective complaint redressal mechanism if there is an occurrence of sexual harassment. This policy is applicable to all employees, irrespective of their level.

Your Company has also set up an Internal Complaints (1C) Committee at all our locations which is duly constituted in compliance with the provisions of the POSH Act. Further, the Company also conducts interactive sessions for all the employees, to build awareness amongst employees about the policy and the provisions of the POSH Act.

During the year under review, the Committee has not received any complaint.

26. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. The Company considers people as its biggest assets and hence has put in concerted efforts in talent management and succession planning practices, strong performance management and learning, coupled with training initiatives to ensure that it consistently develops inspiring, strong and credible leadership. Apart from continued investment in skill and leadership development of its people, the Company has also focused on employee engagement initiatives and drives aimed at increasing the culture of innovation and collaboration across all strata of the workforce. These are discussed in detail in the Management Discussion and Analysis Report forming part of the Annual Report. The relations with the employees of the Company have continued to remain cordial.

27. RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the Company. The management of the Company has identified some of the major areas of concern having inherent risk. The processes relating to minimizing the above risks have already been put in place at different levels of management. The risk management framework is reviewed periodically by the Board and the Audit Committee. Your Company has identified the following risks and successfully mitigate risks arising from time to time:

Key Risk Details Mitigation
Commodity Price Risk Increase/frequent changes in raw material prices may impact profitability resulting in lower margins The Company proactively manages these risks through forward booking, inventory management and proactive vendor development practices. The Companys reputation for quality, product differentiation and service, coupled with the existence of a powerful brand image with robust marketing network mitigates the impact of price risk on finished goods.
Financial Risk Fluctuations in currency may impact the cost of production and sales realisation, owing to our import and export presence • Managing our foreign exchange risk actively within the framework laid down by the Companys Board.
• Managing interest rate risk through strategies including maintaining an optimal mix of differentloan types andmaturides.
Human Resource Risk Any increase in interest rate can affect the finance cost. Your Companys ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and non-availability of the required talent resources can affect the performance of the Company. The Company is mitigating these risks by Continuous benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent and Regular review, monitoring and engagement on personal development plans of high performers and high potential employees.
Regulatory Risk Changes in international and domestic laws, rules, policies, tax regulations, technical standards and trade policies The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.
Quality Risk Inability to maintain the quality of the products as well as adhered to relevant quality standards might have an adverse impact on the Companys reputation as well as financial position. Your Company adheres to stringent quality standards and ensures that all its products are defect free and of superior quality. The Company has also received various quality certifications.
Technology Risk With the advent of technology, the need for enhanced systems and processes to boost operational efficiency and provide better customer satisfaction has surged. Our manufacturing facilities are equipped with advanced gear and technologies that increase the Companys efficiency. It also maintains and tracks the proper functioning of equipment and replaces then when necessary.
The company may face difficulties if it fails to adapt to a changing environment.

28. PERFORMANCE EVALUATION

Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board engagement and effectiveness. The Nomination and Remuneration Policy of the Company empowers the Board to formulate a process for effective evaluation of the performance of individual directors, Committees of the Board and the Board as a whole pursuant to the provisions of the Act and Regulation 17 and Part D of Schedule II to the Listing Regulations.

The Board has carried out the annual performance evaluation of its own performance, Committees of the Board and each Director individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

The Independent Directors of the Company met on 16, March, 2023, without the presence of Non- Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole; review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board.

The Directors expressed their satisfaction with the evaluation process.

Dedicated time was reserved for Board feedback on the agenda. Board interaction between meetings was stepped up through calls with individual Directors on various topics. Specific items were also added in the Board agenda from a governance perspective.

29. PARTICULAR OF EMPLOYEES

Disclosures concerning 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 have been appended as "Annexure D" to this Report.

A statement comprising the names of the top 10 employees in terms of remuneration drawn and every person 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 E".

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO:

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 31 March, 2023, has been appended as "Annexure F" to this Report.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per requirements of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure) Regulations 2015, the Managements Discussion and Analysis of the financial condition and results of operations have been provided separately in this Annual Report.

32. CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. As per Regulation 34(3) read with Schedule 1/ of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with the following declarations/certifications forms an integral part of this Corporate Governance Reporting:

a. A declaration signed by Mr. Harish Kumar Gupta, Chairman & Whole-Time Director, stating that the members of board of directors and senior management personnel have affirmed compliance with the Companys Code of Business Conduct and Ethics;

b. A compliance certificate from the Companys Secretarial Auditors confirming compliance with the conditions of Corporate Governance;

c. A certificate of Non-Disqualification of Directors from the Secretarial Auditor of the Company; and

d. A certificate of the Managing Director and CFO of the Company, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee.

33. 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 occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

34. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company in Form MGT-7 for FY2022-23 has been placed on the Companys website and can be accessed at the following link: https://bellacasa.in/Daaes/investor-relations/Draft Annual Return

35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY

The Business Responsibility and Sustainability 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 2022-23.

36. 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.

37. SUBSIDIARY/JV/ASSOCIATES/HOLDING COMPANIES

The Company does not have any Subsidiary/JV/Associates/Holding Companies.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE 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

39. 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, compliance with environmental regulations and preservation of natural resources.

40. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable SS-1 AND SS-2 Secretarial Standards issued by the Institute of Company Secretaries of India.

41. 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 the Act and Rules framed thereunder.

42. CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

43. OTHER DISCLOSURES

There was no revision of financial statements and Boards Report of the Company during the year under review;

There has been no change in the nature of business of the Company as on the date of this report;

• No application against the company has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of2016) during the year along with their status as at the end of the financial year is not applicable;

44. APPRECIATION AND ACKNOWLEDGEMENT

Your Directors express their sincere gratitude for the assistance and cooperation extended by the customers, various Government, Semi-Government, and Local Authorities, Suppliers, Shareholders, and Business Associations.

Your Directors also wish to place on record their deep appreciation for the dedication & hard work put in by the employees at all levels towards the growth of the Company. Last but not least, the Board of Directors wishes to thank Investors/Shareholders for their support, cooperation and faith in the Company.

45. ANNEXURES

a. Nomination and Remuneration Policy of the Company - Annexure A;

b. Secretarial Audit Report - Annexure B;

c. Annual Report on CSR Activities - Annexure C;

d. Disclosures under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 -Annexure D

e. Details of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who received remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules-Annexure E.

f. Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo - Annexure F

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
Date - Friday, f September, 2023
Place - Jaipur

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