To,
Dear Shareholders,
The Directors of Bella Casa Fashion & Retail Limited have the pleasure of
presenting their 29th Annual Report on the business and operations of the Company together
with the Audited Financial Statements for the year ended March 31, 2025.
FINANCIAL RESULTS (IN LAKHS)
The audited nancial results of the Company for the year ended March 31, 2025 are
summarized below:
Rs. in lakhs
| Particulars |
2024-25 |
2023-24 |
| Revenue from Operations |
34854.76 |
23,009.88 |
| Other Income |
90.55 |
36.45 |
| Total Income |
34945.31 |
23,046.34 |
| Total Expenditure |
31,989.44 |
21,112.58 |
| Earning Before Finance Cost, Depreciation &
Amortization and |
2955.87 |
1933.76 |
| Tax (EBIDTA) |
|
|
| Less: Finance Cost |
533.43 |
387.80 |
| Less: Depreciation & Amortization expenses |
293.52 |
188.57 |
| Pro t Before Tax and Exceptional Items |
2,128.92 |
1,357.39 |
| Less: Tax Expenses |
549.39 |
339.17 |
| Add: Comprehensive Income |
5.01 |
2.33 |
| Total Comprehensive Income for the period after Tax |
1,584.53 |
1020.55 |
| Earnings per equity share: (Face value per Equity Share of |
|
|
| RS. 10 each) (In Rs.) |
|
|
| (1) Basic |
12.43 |
8.89 |
| (2) Diluted |
12.43 |
8.89 |
2. REVIEW OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
During the Financial year 2024-25:
The Company recorded a total revenue of Rs. 34,945.31 Lacs during the year under review
as against Rs. 23,046.34 Lacs in the previous year thereby registering a percentage
increase of 51.63%.
The pro t after tax for the year ended March 31, 2025 is Rs. 1,579.53 Lacs as against
Rs. 1,018.22 Lacs in the previous year showing a percentage increase of 55.13%.
EBIDTA during the year increased from Rs. 1,933.76 to Rs. 2,955.87 Lacs registering a
percentage increase of 52.86%.
Total nance cost during the year increased from Rs. 387.8 Lacs to Rs. 533.43
registering a percentage increase of 37.55%.
Total comprehensive income for the year after tax stood at Rs. 5.01 lacs compared to
Rs. 2.33 lacs reported in the previous year. During the year under review, your Company
registered a Pro t Before Tax (PBT) from operations of Rs. 2,128.92 Lakhs as against Rs.
1,357.39 Lakhs in the previous year, recording an increase of 56.84%.
The Net Worth as of March 31, 2025, improved to Rs. 14951.98 lacs as against Rs.
8,487.89 lacs as on March 31, 2024, registering an increase of 76.16%.
The earnings per share (basic) as on March 31, 2025, stood at Rs. 12.43 per share as
against Rs. 8.89 per share as on March 31, 2024.
3. DIVIDEND
The Board of Directors at their meeting held on May 08, 2025, has recommended payment
of Rs. 2/- (Rupees two only) per equity share of the face value of Rs. 10 (Rupees ten
only) each as nal dividend for the nancial year ended March 31, 2025. The payment of the
nal dividend is subject to the approval of the shareholders at the ensuing Annual General
Meeting (AGM) of the Company. The dividend would be payable to all shareholders whose
names appear in the Register of Members as on the Record date i.e. Tuesday, September 09,
2025. The Register of Members and Share Transfer books shall remain closed from Wednesday,
September 10, 2025 to Tuesday, September 16, 2025 (both days inclusive).
The proposed nal dividend, amounts to Rs. 2.00 (Two rupees only) per equity share of
the face value of Rs.10 (Rupee ten only) each [total dividend pay out for the FY 2024-25
amounting to Rs. 2,67,75,000 (Rupees two crore sixty seven lacs seventy ve thousand seven
hundred and fty only)] as against the total dividend of Rs. 1.77 (One rupee and seventy
paise only) per equity share of the face value of Rs. 10 (Rupee ten only) each paid for
the previous nancial year 2023-24 [total dividend pay out including Dividend Distribution
Tax for the FY 2023-24 amounting to Rs. 2,03,10,750 (Rupees two crore three lacs ten
thousand seven hundred and fty 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 nal 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 bene ts (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, 2025 and due dates for transfer are as
follows:
| Sr. |
Financial Year |
Date of Declaration |
Unclaimed |
Due Date for transfer |
| No. |
|
of Dividend |
Amount ( ) |
to IEPF Account |
| 1. |
2023-24 ( nal) |
August 23, 2024 |
4,620.11 |
October 23, 2031 |
| 2. |
2023-24 (Interim) |
November 08, 2023 |
1715.60 |
January 10, 2031 |
| 3. |
2022-23 (Interim) |
November 11, 2023 |
7165.13 |
January 11, 20230 |
| 4. |
2021-22 (Final) |
September 16, 2022 |
9536.71 |
November 17, 2029 |
| 5. |
2021-22 (Interim) |
November 02, 2021 |
1516.00 |
January 06, 2029 |
| 6. |
2020-21 (Final) |
September 07, 2021 |
8.75 |
November 07, 2028 |
| 7. |
2020-21 (Interim) |
January 27, 2021 |
4594.80 |
April 02, 2028 |
| 8. |
2019-20 (Interim) |
March 14, 2020 |
33898.80 |
May 12, 2027 |
|
| 9. |
2018-19(Final) |
September 28, 2019 |
41420.00 |
December 01, 2026 |
| 10. |
2017-18(Final) |
August 31, 2018 |
24.50 |
November 01, 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 Noti cations 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 2024-25 the Company has not transferred any amount to General Reserves
and the Board of Directors have decided to retain the entire pro t of Rs. 1,579.53 Lakhs
in the Statement of Pro t and Loss.
6. SHARE CAPITAL
The Company issued and allotted 19,12,500 fully paid-up equity shares of the face value
of Rs. 10 each for cash at a price Rs. 261 per equity share (including premium of Rs. 251
per share) aggregating to Rs. 4991.625 Lakhs by way of a rights issue, in the ratio of 1
(one) rights equity shares for every 6 (Six) fully paid-up equity shares of the Company,
held by the eligible equity shareholders on the Record Date i.e. Saturday, October 19,
2024 ('Rights Issue').
Consequent to the allotment of shares the Issued, Subscribed and Paid-up capital stands
increased from Rs. 11,47,50,000 (Rupees eleven crores forty-seven lacs fty thousand)
divided into 1,14,75000 (Rupees One Crore fourteen-Lacs seventy- ve thousand) to
13,38,75,000 (Rupees Thirteen crore thirty-eight lakhs seventy- ve thousand) Equity Shares
of face value of Rs. 10/- each as on March 31, 2025.
The shareholders of the Company approved the increase in authorized share capital at
the Annual General Meeting held on Friday, August 23, 2024, in accordance with the
provisions of Sections 13, 61, and other applicable provisions of the Companies Act, 2013
and the rules framed thereunder.
Pursuant to the said approval, the authorized share capital of the Company was
increased from 11,75,00,000 (Rupees eleven crores seventy- ve lakhs) divided into
1,17,50,000 (Rupees one crore seventeen lakhs fty thousand) to 15,00,00,000 (Rupees fteen
crore) divided into 1,50,00,000 (One crore fty lakhs) Equity Shares of Rs. 10/- each.
Consequently, Clause V of the Memorandum of Association of the Company was amended to
re ect the revised authorized share capital.
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 March 31, 2025 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 nancial statements for the year
ended on March 31, 2025 been prepared in accordance with the Indian Accounting Standards
(IND AS) noti ed 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 nancial results on a quarterly basis which are
subjected to limited review and publishes audited nancial statements on an annual basis.
There were no revisions made to the nancial statements during the year under review.
Financial Statements of the Company are prepared in accordance with the applicable
Indian Accounting Standards (Ind-AS) 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 2024-25 containing Balance Sheet, Statement
of Pro t & 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
Report 2024-25 is also available at the Company's website at https://bellacasa.in/.
8. SIGNIFICANT EVENTS DURING THE FY 2024-25
Successful fund raising through Rights Issue:
Upon receipt of requisite regulatory approvals, the Rights Issue opened on October 30,
2024 and closed on November 14, 2024 pursuant to a Letter of Offer dated October 15, 2024.
The Rights offering by the Company saw strong participation from shareholders and
investors, and was oversubscribed.
The Company share utilised the net proceeds from the Rights Issue towards the objects
as contained in the offer document, including, inter alia: To make capital expenditures;
Working Capital Requirements of the Company; General corporate purposes.
Further there has been no deviation or variation in the utilisation of Rights Issue
proceeds from the objects stated in the Letter of Offer.
9. 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 no. 4 and 8 to nancial statements forming part of
the Annual Report.
10. RELATED PARTY TRANSACTIONS
All transactions entered with the Related Parties during the nancial 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 and rules made there under. Thus, disclosure in
form AOC- 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 41 of signi cant
accounting policies and notes forming part of the nancial statements in accordance with
"Ind AS". A statement in summary form of transactions with related parties in
the ordinary course of business and on arm's length basis is periodically placed before
the Audit committee for review and recommendation to the Board for their approval.
The related Party Transaction policy is available on the website of the Company and can
be accessed at the link https://bellacasa.in/pages/investor-relations/RelatedPartyTransactionPolicy.
None of the transactions with related parties were in con ict with the interest of the
Company. All the transactions are in the normal course of business and have no potential
con ict with the interest of the Company at large and are carried out on an arm's length
basis or fair value.
11. BOARD OF DIRECTORS
Retirement by rotation and subsequent re-appointment
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 reappointment at
every AGM. Consequently, Mr. Harish Kumar Gupta (DIN: -01323944) Chairman & Whole Time
Director will retire by rotation at the ensuing 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 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.
Re-appointment of Managing & Whole-time Director(Executive Directors)
During the period under review, there were no changes to the Managing & Whole-time
Directors of the Company. 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 Directors were last re-appointed by the Shareholders of the Company in
the Annual General Meeting held in 2020 for a term of 5 ( ve) years with effect from July
31, 2020 to July 30, 2025.
Accordingly, the Board of Directors, upon the recommendation of the Nomination and
Remuneration Committee, in its Meeting held on July 14, 2025 has approved the
re-appointment of aforesaid Executive Directors of the Company for another term of 5
(Five) years with effect from July 31, 2025 to July 30, 2030. The reappointment is subject
to approval of the shareholders in general meeting and the Board recommends the same at
the ensuing AGM.
In terms of requirements of the Listing Regulations, the board has identi ed core
skills, expertise and competencies of the Directors in the context of the Company's
businesses for effective functioning, which are detailed in the Corporate Governance
Report.
Independent Directors and their declarations
Based on the recommendation of Nomination & Remuneration Committee, the Board of
Directors in its meeting held on July 14, 2025 appointed Mr. Surendra Singh Bhandari (DIN:
00043525), Mr. Govind Saboo (DIN: 06724172), Mrs. Nivedita Ravindra Sarda (DIN: 00938666)
and Mr. Nitin Mathur (DIN: 11192873) as Additional Directors in the category of
Independent Directors for a period of ve years with effect from July 15, 2025 to July 14,
2030. Their appointments are subject to approval of the Members at the ensuring General
Meeting of the Company.
Your Company has received declarations from all the Independent Directors of the
Company and they have con rmed 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 Quali cation of Directors) Rules, 2014 and Regulation 16 (1) (b) of the
Listing Regulations. Independent Directors have con rmed 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 con rmation 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 Quali cation of Directors) Rules, 2014, the Independent
Directors of the Company have con rmed that they have registered themselves with the
databank maintained by the Indian Institute of Corporate Affairs. With regard to the pro
ciency of the Independent Directors, ascertained from the online pro ciency
self-assessment test conducted by the IICA, as noti ed under sub section (1) of Section
150 of the Companies Act, 2013, the Company has taken on record the declarations submitted
by Independent Directors that they are exempt from appearing in the test as required by
the IICA.
In the opinion of the Board, the Independent Directors ful l the conditions of
independence, are independent of the management, and possess the requisite integrity,
experience, expertise, pro ciency and quali cations to the satisfaction of the Board of
Directors be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014. The
details of remuneration paid to the members of the Board is provided in the Report on
Corporate Governance.
12. KEY MANAGERIAL PERSONNEL
As of March 31, 2025, the following were the Key Managerial Personnel (KMP) of the
Company as per Section 2(51) and 203 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 Of cer |
| Mrs. Sonika Gupta |
Company Secretary & Compliance Of cer |
During the year under review, there is no change in the Key Managerial Personnel of the
Company
13. DIRECTORS' RESPONSIBILITY STATEMENT-
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, con rms 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 nancial year and of the pro t of the Company
for that period; (c) they have taken proper and suf cient 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 nancial year ended March 31, 2025 on a
going concern basis; and (e) they have laid down internal nancial controls for the Company
and such internal nancial 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.
Based on the framework of internal nancial controls and compliance systems established
and maintained by the Company, the work performed by the internal, statutory and
secretarial auditors and external consultants, including the audit of internal nancial
controls over nancial reporting by the statutory auditors and the reviews performed by
management and the relevant board committees, including the audit committee, the Board is
of the opinion that the Company's internal nancial controls were adequate and effective
during Fiscal Year 2025.
14. 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 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
quali cations, positive attributes and independence of the 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: https://bellacasa.in/pages/investor-relations/NR
Policy
15. NUMBER OF THE MEETING OF THE BOARD
During the Financial Year 2024-25, 6 (Six) meetings of the Board of Directors were held
on May 20, 2024, July 26, 2024, August 16, 2024, October 25, 2024, December 18, 2024 and
February 06, 2025.
| S. No. |
Date |
Board Strength |
No. of Directors Present |
| 1. |
May 20, 2024 |
8 |
7 |
| 2. |
July 26, 2024 |
8 |
8 |
| 3. |
August 16, 2024 |
8 |
7 |
| 4. |
October 25, 2024 |
8 |
8 |
| 5. |
December 18, 2024 |
8 |
6 |
| 6. |
February 06, 2025 |
8 |
6 |
The details of the meetings of the Directors during the nancial year 2024-25 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.
16. 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.
17. FAMILIARIZATION PROGRAM FOR DIRECTORS
The Company provides every opportunity to all the Directors to familiarize themselves
with the Company, its management, its operations and above all, the industry perspective
and issues. Directors regularly interact with the senior management personnel to acquaint
themselves with all important matters and proactively provide them with relevant
information, news, views and updates on the Company and sector.
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 af rmation is obtained. The Chairman and Managing Director also have a
one-to-one discussion with the newly appointed Director to familiarize him with the
Company's operations.
Further, on an ongoing basis as a part of the Agenda of Board / Committee Meetings,
presentations are regularly made to the Independent Directors on various matters inter
alia covering the Company's businesses and operations, industry and regulatory updates,
strategy, nance, 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 Company's website, viz. www.bellacasa.in/
The web link for the Familiarization Programme is https://bellacasa.in/pages/investor-relations/Familiarization
Programme And the link of Policy is https://bellacasa.in/pages/investor-relations/Familiarization
Policy
18. LISTING ON STOCK EXCHANGES
BSE LIMITED
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 'XT
/T+1' Group. The annual listing fees for the year 2024-25 has been duly paid.
NSE (NATIONAL STOCK EXCHANGE LIMITED)
In line with the Company's ongoing commitment to enhance shareholder value, increase
liquidity, and provide wider access to investors, the Company submitted its application to
the National Stock Exchange of India Limited (NSE) on May 11, 2025, seeking listing of its
equity shares on the main board of NSE.
Pursuant to the submission and upon completion of all procedural requirements and
regulatory compliances, including the payment of the requisite Initial Listing Fees,
Processing Fees, and Annual Listing Fees, the Company received listing approval from NSE
vide letter no. NSE/LIST/204 dated July 16, 2025, for the listing of 1,33,87,500 equity
shares of the Company.
Accordingly, the equity shares of the Company shall be admitted to dealings on NSE and
traded under the designated symbol "BELLACASA" with effect from the trading
hours of July 18, 2025.
This dual listing (on BSE and NSE) is expected to strengthen the Company's visibility
in the capital markets and provide a broader platform for investors to participate in the
Company's growth journey.
19. COMMITTEES OF THE BOARD
The Board of Directors has the following committees:
1. Audit Committee
2. Shareholder's / Investors Grievance Committee
3. Nomination and Remuneration/ Compensation Committee
4. Corporate Social Responsibility Committee
5. Rights Issue Commitee
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 FY 2024-25.
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 Mangal 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 Kalani & Co., Chartered Accountants (FRN 006803C) were appointed as Statutory
Auditors of the Company for ve 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
rati cation by the Members at every subsequent AGM held after the AGM held on Friday,
August 23, 2024. 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 rati cation of the Members for the appointment of the Statutory Auditors has been
withdrawn from the Statute.
The Auditors have also con rmed that they have subjected themselves to the peer review
process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certi
cate issued by the Peer Review Board of the ICAI.
The Notes on the Financial Statements referred to in the Auditors' Report are
self-explanatory and do not call for any
further comments. There are no quali cations, reservations or adverse remarks in the
Report of the Statutory Auditors for the nancial year ended March 31, 2025.
During the year under review, the Auditor has not reported any matter under Section
143(12) of the Act, therefore no detail is required to be disclosed under Section
134(3)(ca) of the Act. 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.
(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 May 20,
2024 as the Secretarial Auditor of the company to conduct the Secretarial Audit for the
nancial year 2024-25 of the company. They have con rmed their eligibility for the said
reappointment.
The Secretarial Audit Report 2024-25 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/
CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report 2024-25 of
the Company is uploaded on the website of the Company https://bellacasa.in/pages/investor-relations
The Secretarial Audit Report and Secretarial Compliance Report for FY 2024-25, contains
one observation-Observation- In the E-Form PAS-3 led for the allotment of equity shares
dated 22nd November 2024, the list of allottees attached was certi ed by a person other
than the signatory who digitally signed the said E-Form PAS-3.
Clari cation:- Due to an inadvertent error, the list of allottees attached to the
electronically led Form PAS-3 was digitally signed by a signatory other than the signatory
of the form. As a corrective measure, the Company has submitted the hard copy of Form
PAS-3 and other requisite supporting documents with the list of allottees with the
Registrar of Companies, duly certi ed by our Managing Director, in compliance with the
provisions of the Companies Act, 2013 and Rule 12(2) of the Companies (Prospectus and
Allotment of Securities) Rules, 2014. Company shall ensure strict adherence to all
applicable compliance requirements while ling forms and documents with the Registrar of
Companies
(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 con rms 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 Ranjan Mehta & Associates, Chartered
Accountants as Internal Auditor of the Company in the Board Meeting held on July 26, 2024
to undertake the internal audit. They have con rmed their eligibility for the said
re-appointment. Their scope of work includes a review of processes for safeguarding the
assets of the Company, a review of operational ef ciency, the effectiveness of systems and
processes, and assessing the internal control strengths in all areas. Internal Auditor's
ndings 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 ef ciency in
operations.
22. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
Internal Financial Control is integral to the Company's strategy and for the
achievement of the long-term goals. Company's success as an organization depends on its
ability to identify and leverage opportunities while managing the risks. In the opinion of
the Board, the Company has robust internal nancial 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 Company's 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 ndings 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 ndings 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 2022-23,
the policy was modi ed 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 has been appropriately communicated within the Company across
all levels and is available on the website of the Company at https://bellacasa.in/pages/investor-relations/Whistleblower/Vigil
Mechanism Policy . During the Financial Year under review, no whistle blower event was
reported and mechanism is functioning well. The Company af rms 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.
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. The CSR
policy of the Company is available on the website of the Company at https://bellacasa.in/pages/investor-relations/CSR
Policy .
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 (IC) 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.
The summary of sexual harassment complaints received and disposed of during the year
2024-25:
Number of complaints pending at the beginning of the year: NIL Number of
complaints received during the year: NIL
Number of complaints disposed of during the year: Not Applicable Number of cases
pending at the end of the year: Not Applicable
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 identi ed 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 identi ed the following risks and
successfully mitigate risks arising from time to time:
| Key Risk |
Details |
Mitigation |
| Commodity price risk |
Increase/frequent changes in |
The Company proactively manages |
|
raw material prices may |
these risks through forward booking, |
|
impact pro tability resulting in |
|
|
|
inventory management and proactive |
|
lower margins |
|
|
|
vendor development practices. The |
|
|
Company\u2019s 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 nished goods. |
| Financial Risk |
Fluctuations in currency may impact |
Managing interest rate risk through |
|
the cost of production and sales |
strategies including maintaining an |
|
realisation, owing to our import and |
optimal mix of different loan types |
|
export presence |
and maturities |
|
Any increase in interest rate can affect |
|
|
the nance cost |
|
| Human resource Risk |
Your Company\u2019s ability to |
The Company is mitigating |
|
deliver value is dependent on |
these risks by Continuous |
|
its ability to attract, retain and |
benchmarking of the best HR |
|
nurture talent. Attrition and |
practices across the industry |
|
non-availability of the required |
and carrying out necessary |
|
talent resources can affect the |
improvements to attract and |
|
performance of the Company. |
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 |
The Company is mitigating |
|
domestic laws, rules, policies, |
these risks through regular |
|
tax regulations, technical |
review of legal compliances |
|
standards and trade policies |
carried out through internal as |
|
|
well as external compliance |
|
|
audits. |
| Quality Risk |
Inability to maintain the quality |
Your Company adheres to |
|
of the products as well as |
stringent quality standards and |
|
adhered to relevant quality |
ensures that all its products are |
|
standards might have an |
defect free and of superior |
|
adverse impact on the |
quality. The Company has also |
|
Company\u2019s reputation as well as |
received various quality |
|
nancial position. |
certi cations. |
| Technology Risk |
With the advent of technology, |
Our manufacturing facilities are |
|
the need for enhanced systems |
equipped with advanced gear |
|
and processes to boost |
and technologies that increase |
|
operational ef ciency and |
the Company\u2019s ef ciency. It also |
|
provide better customer |
maintains and tracks the proper |
|
satisfaction has surged. The |
functioning of equipment and |
|
company may face dif culties if |
replaces them when necessary. |
|
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 Board's functioning such as adequacy of the composition of the
Board and its Committees, Board culture, execution and performance of speci ed duties,
obligations and governance. The Board and the Nomination and Remuneration Committee in
their meeting held on October 25, 2024 reviewed the performance of individual directors on
the basis of criteria such as the contribution of the individual director to the board and
committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc
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 February 06, 2025 and March 11, 2025 ,
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 ow 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.
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 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, 2025, 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 Management's Discussion and Analysis of
the nancial condition and results of operations have been provided separately in this
Annual Report.
32. POLICIES
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has mandated
the formulation of certain policies for all the listed Companies. All our corporate
governance policies are available on our website at www.bellacasa.in
All the policies are required to be updated based on need and new compliance
requirements.
33. 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 V of the
SEBI Listing
Regulations, a separate section on corporate governance practices followed by the
Company, together with the following declarations/certi cations 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 af
rmed compliance with the Company's Code of Business Conduct and Ethics;
b. A compliance certi cate from the Company's Secretarial Auditors con rming compliance
with the conditions of Corporate Governance;
c. A certi cate of Non-Disquali cation of Directors from the Secretarial Auditor of the
Company; and d. A certi cate of the Managing Director and CFO of the Company, inter alia,
con rming the correctness of the nancial statements and cash ow statements, adequacy of
the internal control measures and reporting of matters to the Audit Committee.
34. Compliance with Maternity Act, Bene t 1961
Championing Women's Well-Being: A Testament to Our Values At BellaCasa, we go beyond
compliance to foster an inclusive, supportive, and empowering workplace for our female
colleagues. Our unwavering commitment to their well-being is exempli ed by our strict
adherence to the Maternity Bene t Act, 1961, supplemented by industry-leading welfare
initiatives that set us apart as a progressive employer.
Key Highlights of Our Commitment: - Beyond Legal Compliance We not only meet but exceed
statutory requirements, offering enhanced maternity bene ts that underscore our dedication
to work-life balance and gender equity. - Job Security & Protection Employees are
fully safeguarded against dismissal or discharge during pregnancy and maternity leave,
ensuring peace of mind during a critical life stage. - Employee-Centric Values Rooted in
our core principles of sensitivity, integrity, and fairness, we prioritize the holistic
well-being of our workforce, recognizing them as valued stakeholders in our success. Our
approach re ects a deep-seated belief that empowering women empowers the entire
organization, driving sustainable growth and a culture of respect.
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
There have been no material changes and commitments affecting the nancial position of
the Company which occurred between the end of the nancial year of the Company to which the
nancial statements relate and the date of this report
36. 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 FY 2024-25 has been placed on the Company's website and can be accessed at
the following link: https://bellacasa.in/pages/investor-relations/Draft Annual Return
37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
The Business Responsibility and Sustainability 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 nancial year 2024-25.
39. SUBSIDIARY /JV/ASSOCIATES/HOLDING COMPANIES
The Company does not have any Subsidiaries/JV/Associates/Holding Companies
40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS
There are no signi cant 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
41. ENVIRONMENT, HEALTH AND SAFETY
The Company is conscious of the importance of environmentally clean and safe
operations. The Company's 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.
42. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
43. 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.
44. CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion and Analysis Report
describing the Company's 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 Company's operations include
raw material availability and its prices, cyclical demand and pricing in the Company's
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.
45. OTHER DISCLOSURES
There was no revision of nancial statements and Board's 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 of 2016) during the year along with their status as at the end of the nancial year is
not applicable; The requirement to disclose the details of difference between amount of
valuation done at the time of onetime settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.
46. APPRECIATION AND ACKNOWLEDGEMENT
Your director's 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 director's 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.
47. 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: Thursday, August 07, 2025 |
|
| Place: Jaipur |
|
Nomination and Remuneration Policy
1. REGULATORY FRAMEWORK
The board of directors ("Board") of Bella Casa Fashion & Retail Limited
("Company")has constituted the Nomination and Remuneration Committee
("Committee"). In compliance with the requirements set out under Section 178 of
the Companies Act, 2013 ("Companies Act"), and Regulation 19(4) read with Part D
of Schedule II of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
Committee has formulated this Nomination and Remuneration Policy ("Policy") in
order to set our principles, parameters and governance framework of the remuneration for
Directors, Managing Director, Key Managerial Personnel and employees of the Company.
This Policy will assist the Board to ful l their responsibility by way of
recommendation from the Nomination and Remuneration/Compensation Committee of the Board
towards attracting, retaining, promoting the aforesaid personnel with respect to their
remuneration in line with the corporate and individual performance.
This Policy also rely on the service rules, resolutions approved by the Board or
Committee, internal controls and guidelines framed by the Company which were earlier
approved by the Board from time to time.
The Nomination and Remuneration/Compensation Committee of the Board shall evaluate the
remuneration from time to time to recommend to the Board depending upon the pro tability
and nancial performance by the Company for each nancial year and in further subject to the
thresholds prescribed by the provisions of applicable laws including the provisions of the
Companies Act, if any.
2. DEFINITIONS
" Act" means the Companies Act, 2013 and Rules framed there under, as
may be amended from time to time. "Board" means Board of Directors of the
Company.
" Company" mean Bella Casa Fashion & Retail Limited.
" Committee" means the Nomination & Remuneration Compensation
Committee of the Board of Directors. "Compliance Of cer" means the
Company Secretary of the Company.
" Directors" means members of Board of Directors of the Company.
" Independent Director" means a Director referred to in Section 149(6)
of the Companies Act.
" Key Managerial Personnel" shall have the same meaning as in Section
2(51) of the Companies Act, 2013. "Net Pro t" shall be calculated as per
section 198 of the Act.
" Senior Management" shall comprise of cers/personnel of the Company
who meet the criteria established under the provisions of the Act and SEBI LODR
Regulations, pertaining to the de nition of senior management.
3. APPLICABILITY
This Policy is applicable to:
3.1 Directors (Executive and Non-Executive) 3.2 Key Managerial Personnel; and 3.3
Senior Management
4. OBJECTIVE
This policy aims to formulate certain criteria for the following activities with
regards to its directors, key managerial personnel, senior management and employees: 4.1
Selection, appointment and removal; 4.2 Remuneration; 4.3 Evaluation of performance; 4.4
Board diversity.
5. DUTIES IN RELATION TO NOMINATION AND REMUNERATION
The duties of the Committee in relation to nomination and remuneration matters include:
5.1 To guide the Board in relation to appointment and removal of Directors, Key
Managerial Personnel and Senior Management.
5.2 To formulate the criteria for determining quali cations, positive attributes and
independence of a director. 5.3 To evaluate the performance of the members of the Board
and provide necessary report to the Board for further evaluation of the Board.
5.4 To recommend to the Board on Remuneration payable to the Directors, Key Managerial
Personnel and Senior Management.
5.5 To provide to Key Managerial Personnel and Senior Management reward linked directly
to their effort, performance, dedication and achievement relating to the company's
operations.
5.6 To retain, motivate and promote talent and to ensure long term sustainability of
talented managerial persons and create competitive advantage.
5.7 To assist in developing a succession plan for the Board.
5.8 Delegation of any of its powers to any member of the Committee or the Compliance Of
cer.
6. OBJECTIVE
The Board has the power to constitute/re-constitute the committee to be known as the
Nomination and Remuneration/Compensation Committee consisting of three or more
non-executive directors out of which not less than one-half shall be independent
directors. The Chairman of the Committee is an Independent Director. However, the
chairperson of the company (whether executive or non-executive) may be appointed as a
member of the Nomination and Remuneration Committee but shall not chair such Committee.
7. CRITERIA FOR APPOINTMENT OF DIRECTORS, KMP AND SENIOR MANAGEMENT
7.1 The Committee shall formulate criteria for determining quali cations, positive
attributes and independence of a director. The Committee may consider this Policy and the
below provisions of this Policy as guidance. 7.2 The person to be appointed as a Director,
KMP or in the senior management should possess adequate quali cation, experience and
expertise for the position he or she is considered for, considering various factors
including the Company's strategy and requirements.
7.3 The Committee shall have the discretion to decide whether such quali cation,
experience and expertise of the person is suf cient for him or her to effectively
discharge duties of the concerned position.
7.4 The person to be appointed as Director, KMP or in the senior management, should
possess impeccable reputation for integrity, ef ciency, expertise and insight in sectors
or areas relevant to the Company's industry or otherwise demonstrate relevant qualities.
7.5 In case of a Director, such person's personal and professional standing must be
such that it helps him or her to best complement the other Board members thereby
contributing effectively towards Company's growth.
7.6 The Committee shall consider the potential candidates on merit alone.
7.7 In case of a Director, such person must also ful l the minimum and/or maximum age
criteria as applicable under the provisions of the Act and SEBI LODR Regulations and take
necessary approvals from the shareholders in this regard in case of directors above the
maximum age criteria as well as comply with other requirements of law at the time.
7.8 In case of an Independent Director, he or she should meet the requirements of the
Act and SEBI LODR
Regulations concerning independence of directors.
8. APPOINTMENT AND REMOVAL OF DIRECTORS, KMP AND SENIOR MANAGEMENT
8.1 The Committee shall ensure that the size and composition of the Board satis es the
applicable law including provisions of the Act and SEBI LODR Regulations.
8.2 The Committee shall identify persons who are quali ed to become directors, KMP's
and who may be appointed in the senior management with regard to the attributes as speci
ed under clause 4 of this Policy and such other quali cations or attributes as the
Committee or board may deem necessary from time to time.
Explanation For the purpose of this clause, "appointed in the senior
management" means:
(I) induction/appointment of persons/of cers/personnel of the Company as members of the
core management team of the Company and (I) appointment of person/of cer/personnel as the
company secretary or chief nancial of cer of the Company
8.3 The Committee while considering a person for appointment as director, shall verify
that the said person has not been debarred or disquali ed from being appointed as
directors of companies by the Securities and Exchange Board of India ("SEBI")
and/or Ministry of Corporate Affairs or any other statutory authority.
8.4 The Committee shall then recommend the identi ed candidates to the Board for nal
selection and appointment.
8.5 In case of directors, the Committee shall ensure that the number of directorships
held by each director in other companies is below the speci ed limit under the Act and
SEBI LODR Regulations and amendments made from time to time.
8.6 The Committee shall also ensure that any person appointed as independent director
does not have any material pecuniary relationship with the Company, its holding,
subsidiary or associate company, or company's promoters or directors, except receiving
remuneration as a director or having transaction not exceeding 10% of his total income or
such amount as prescribed, during the current nancial year or two immediately preceding
nancial years and also satis es other criteria for determining independence as speci ed
under the Act, SEBI LODR Regulations and amendments made from time to time.
8.7 A whole-time KMP of the Company shall not hold of ce at the same time in more than
one Company except in its subsidiary company. However, a whole-time KMP can be appointed
as a director in any company subject to the provisions of the Act and/or SEBI LODR
Regulations and in accordance with the policy of the Company. 8.8 The Committee shall
review the performance of the Board from time to time.
8.9 The Board shall ensure and satisfy itself that plans are in place for orderly
succession of the board of directors and senior management.
8.10 The Committee may recommend removal of any director or KMP to the Board with
reasons in writing explaining the breach of company policy or any disquali cations or
other such criteria for removal in line with the provisions of the Act and/or SEBI LODR
Regulations or for other reasons.
8.11 The Board will have the discretion to retain the whole-time directors, KMP and
senior management personnel in the same position/remuneration or otherwise, even after
attaining the retirement age, if they deem t for the bene t of the Company.
9. TERMS OF APPOINTMENT
9.1 Managing Director / Whole Time Director / Executive Director / Non-executive
Director
9.1 The Board shall appoint or re-appoint any person as a managing director, whole-time
director, executive director or manager for a term not exceeding ve years (5 years) at a
time subject to approval by the members at the next general meeting.
9.2 Not less than two-thirds of the total number of directors (excluding independent
directors) shall be persons whose period of of ce is liable to determination by retirement
of directors by rotation and be appointed by the Company in general meeting; and at every
annual general meeting, one-third of such of the directors for the time being as are
liable to retire by rotation, or if their number is neither three nor a multiple of three,
then, the number nearest to one-third, shall retire from of ce as per the provisions of
the Act.
9.3 The directors retiring by rotation at every annual general meeting shall be those
who have been longest in the of ce since last appointment; the retiring director amongst
directors appointed on the same day shall be determined by a lot.
9.4 At the annual general meeting at which a director retires by rotation, the Company
may ll up the vacancy either by appointing the retiring director or some other person as
may be deemed t.
9.2 Independent Director
9.1 The term of appointment of an Independent Director shall be up to ve (5) years but
he or she shall be eligible for re-appointment on passing of a special resolution by the
Company and disclosure of such appointment shall be made in the Board's Report.
9.2 No independent director shall hold of ce for more than two consecutive terms but
shall become eligible for appointment after expiration of three years (3 years) cool off
period, provided that he or she shall not be appointed or associated with the Company in
any other capacity, either directly or indirectly during such period.
9.3 At the time of appointment of Independent Director, it should be ensured that
number of Boards on which such Independent Director serves is restricted to seven listed
companies as an Independent Director and three listed companies as an Independent Director
in case such person is serving as a Whole-time Director of listed company or such other
number as may be prescribed under the Act.
9.3 KMP and senior management
9.1 The term of appointment and subsequent retirement of KMPs and senior management
shall be as per the provisions of the law including the Act, SEBI LODR Regulations, and
prevailing policy of the Company.
10. CRITERIA FOR RECOMMENDATION OF REMUNERATION
10.1 Executive Directors / Whole- Time Directors / Managing Directors
10.1.1 The remuneration to the Managing Director and other Executive directors shall be
broadly divided into xed and variable components. The xed components shall comprise of
monthly salary, allowances, perquisites, amenities and other retirement bene ts. The
variable component shall comprise of performance based annual commission and/or
incentives. The performance criteria are individual performance based on annual targets,
Company's performance and recent compensation trends in the industry.
10.1.2 Subject to provisions of the Act and SEBI LODR Regulations, the remuneration
payable shall be approved by the Board of Directors at the time of appointment subject to
approval by shareholders of the Company.
10.1.3 The overall remuneration payable to all the directors of the Company including
managing director and whole-time directors in respect of any nancial year shall not exceed
11% of the net pro ts of the Company.
10.1.4 Remuneration payable to any one managing director; or whole-time director or
manager shall not exceed 5% of the net pro ts of the Company and if there is more than one
such director, the remuneration shall not exceed 10% of the net pro ts of all such
directors and manager taken together.
10.1.5 Payment of remuneration in excess of the above statutory limits shall be done by
recording of clear reason and justi cation and obtaining approval of shareholders through
special resolution as per the provisions of the Act, SEBI LODR Regulations and amendments
made thereto from time to time.
10.1.6 The fees and compensation payable to executive directors who are promoters or
members of the promoter group, shall be subject to the approval of the shareholders by
special resolution in general meeting if
10.1.6.1 The annual remuneration payable to such executive director exceeds rupees ve
crore (5 crore) or 2.5 percent (2.5%) of the net pro ts of the Company, whichever is
higher; or 10.1.6.2 Where there is more than one such director, the aggregate annual
remuneration to such directors exceeds 5 percent (5%) of the net pro ts of the Company.
10.1.7 In any nancial year, if the Company has no pro ts or its pro ts are inadequate,
the remuneration payable to its directors, including Managing Director and/or other
Executive Director(s), shall be governed by the provisions of Schedule V to the Act
subject to the approval of the shareholders of the Company.
10.2 Independent Directors / Non-executive Directors
10.2.1 The remuneration to Non-Executive Directors shall consist of sitting fees for
attending Board/ Committee meetings, commission and other reimbursements.
10.2.2 Non-Executive Directors shall be paid commission upto an aggregate amount not
exceeding 1 % of the net pro ts of the Company for the year. The payment of commission
shall be based on their attendance at the board and the committee meetings as member.
10.2.3 All the Non-executive Directors shall be paid commission on uniform basis.
10.2.4 The Independent directors shall not be entitled to any stock options under the
stock option scheme of the Company.
10.3 KMP, Senior Management and other employees
10.3.1 In respect KMPs, senior management and other employees the remuneration shall be
payable based on the person's performance, Company's performance, targets achieved,
industry benchmark and compensation trends in the industry.
10.3.2 The remuneration shall consist of monthly salary, bonus, perquisites, KPI and
other retirement bene ts as per the prevailing policy of the Company.
10.3.3 The Committee shall recommend to the Board and nalise the salary and other perks
remuneration in whatever form payable to the senior management.
10.4 Employee Stock Options
As permissible under the provisions of the SEBI (Share Based Employee Bene ts)
Regulations, 2014 (as re-enacted), the eligible permanent employees and directors (other
than promoter directors and independent directors) of the Company shall be eligible for
Stock Options pursuant to Employee Stock Option Scheme of the Company.
10.5 Other common criteria
The Committee shall also consider the following criteria with regards to recommendation
of remuneration:
10.5.1 the level and composition of remuneration shall be reasonable and suf cient to
attract, retain and motivate potential candidates of the quality required to run the
Company successfully; 10.5.2 relationship of remuneration to performance shall be clear
and able to meet appropriate performance benchmarks; 10.5.3 in line with best governance
practices and legal requirements;
10.5.4 remuneration to directors, KMPs and senior management shall involve a balance
between xed and incentive pay re ecting short and long-term performance objectives
appropriate to the working of the Company and its goals; and 10.5.5 ensure high quality of
work.
11. CRITERIA FOR EVALUATION OF PERFORMANCE OF DIRECTORS
11.1 The evaluation process for performance of the Board, its Committees and directors
shall be carried out as per the provisions of the Act and the SEBI LODR Regulations.
11.2 The Committee shall specify the manner for effective evaluation of performance of
Board, its committees and individual directors to be carried out by the Board and also
review its implementation and compliance.
11.3 Each director shall be provided with a questionnaire to be led up, providing
feedback on the overall functioning of the Board and its committees.
11.4 The questionnaire shall cover various parameters such as composition structure
with independent directors and woman director with relevant skills, experience, knowledge
and diversity, understanding of members on their respective roles and responsibilities,
discharge of key functions & other responsibilities under the law, etc. 11.5 The
directors shall also be asked to provide their suggestions for areas of improvements to
ensure higher degree of engagement with the management.
11.6 The Independent Directors shall have a meeting at least once in a year to review
the performance and evaluation of the non-independent directors and the entire Board as a
whole including the Chairman.
11.7 The evaluation of individual directors shall be carried out considering factors
such as their attendance & participation, approach to board & senior management
especially for risk management & meeting competition challenges, maintaining con
dentiality and other related factors as may be deemed necessary in this exercise.
11.8 The evaluation of independent directors shall be done by the entire board of
directors (excluding the directors being evaluated) with respect to 11.8.1 performance of
the directors; and 11.8.2 ful llment of the independence criteria as per the provisions of
the Act and SEBI LODR Regulations and their independence from the management.
12. BOARD DIVERSITY
12.1 Board diversity is an important aspect that makes use of differences in the
skills, regional and industrial experience, background, gender and other distinctions to
gain competitive advantage in the market.
12.2 Board diversity shall be such that it ensures that the Board is comprised of
adequate number of members with diverse experience and skills, such that it best serves
the governance and strategic needs of the Company. 12.3 The Committee shall periodically
review the size and composition of the Board to ensure its structure in terms of different
perspectives, skills and expertise in the board room.
12.4 The Committee shall strive to maintain a proper balance in terms of diversity in
gender, thought, experience, knowledge and perspective when recommending persons for
appointment to the Board.
13. DISCLOSURE REQUIREMENTS
13.1 The Company shall disclose in its Corporate Governance Report, a chart or a matrix
setting out the skills/expertise/competence of the board of directors specifying the
following: 13.2 The list of core skills/ expertise/ competencies identi ed by the board of
directors as required in the context of its business(es) and sector(s) for it to function
effectively and those actually available with the board; and 13.3 The names of directors
who have such skills/ expertise/ competence.
13.4 The Company shall also disclose in its Corporate Governance Report a con rmation
that in the opinion of the board, the independent directors ful ll the conditions speci ed
in SEBI LODR Regulations and are independent of the management.
13.5 The Corporate Governance Report shall also include detailed reasons for the
resignation of any independent director who resigns before the expiry of his or her tenure
along with a con rmation by such director that there are no other material reasons other
than those provided.
13.6 This policy shall be uploaded on the website of the Company i.e. www.bellacasa.in
13.7 The salient features of this policy and any changes made therein in brief along
with a weblink to the policy shall be provided in the Board's Report.
14. LIMITATIONS AND AMENDMENT
14.1 In the event of any con ict between the provisions of this policy and the Act or
SEBI LODR Regulations or any other statutory requirements, rules, regulations, enactments,
the provisions of such Act or SEBI LODR
Regulations or any other statutory requirements, rules, regulations, enactments, the
provisions shall prevail over this policy.
14.2 Any subsequent amendment/modi cation in SEBI LODR Regulations, Act and/ or
applicable laws in this regard shall automatically apply to this policy.
|