To,
Dear Shareholders,
The Directors of Bella Casa Fashion & Retail Limited have the pleasure of
presenting their 28th Annual Report on the business and operations of the Company together
with the Audited Financial Statements for the year ended 31st March, 2024.
1. FINANCIAL RESULTS
The audited financial results of the Company for the year ended 31st March, 2024 are
summarized below:
(Rs. in lacs)
| Particulars |
2023-24 |
2022-23 |
| Revenue from Operations |
23,009.88 |
20,176.32 |
| Other Income |
36.45 |
53.35 |
| Total Income |
23,046.34 |
20,229.68 |
| Total Expenditure |
21,112.58 |
18,630.21 |
| Earning Before Finance Cost, |
1933.76 |
1599.47 |
| Depreciation & Amortization and Tax (EBIDTA) |
|
|
| Less: Finance Cost |
387.80 |
389.79 |
| Less: Depreciation & Amortization expenses |
188.57 |
176.53 |
| Pro t Before Tax and Exceptional Items |
1,357.39 |
1,033.15 |
| Less: Tax Expenses |
339.17 |
257.12 |
| Add: Comprehensive Income |
2.33 |
4.67 |
| Total Comprehensive Income for the period after Tax |
1020.55 |
780.70 |
| Earnings per equity share: (Face value per Equity Share of RS. 10 each) (In Rs.) |
|
|
| (1) Basic |
8.89 |
6.80 |
| (2) Diluted |
8.89 |
6.80 |
2. REVIEW OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS During the Financial
year 2023-24:
• The Company recorded a total revenue of Rs. 23,046.34 Lacs during the year under
review as against Rs. 20,229.68 Lacs in the previous year thereby registering a percentage
increase of 13.92%.
• The profit after tax for the year ended 31 March, 2024 is Rs. 1,018.22 Lacs as
against Rs. 776.03 Lacs in the previous year showing a percentage increase of 31.21%.
• EBIDTA during the year increased from Rs. 1599.47 Lacs to Rs. 1,933.76 Lacs
registering a percentage increase of 20.90%.
• Total finance cost during the year decreased from Rs. 387.8 Lacs to Rs. 389.79
registering a percentage decrease of -0.51%.
• Total comprehensive income for the year after tax stood at Rs. 2.33 lacs
compared to Rs. 4.67 lacs reported in the previous year.
• During the year under review, your Company registered a Profit Before Tax (PBT)
from operations of Rs. 1,357.39 Lakhs as against Rs. 1,033.15 Lakhs in the previous year,
recording an increase of 31.38%.
• The Net Worth as of 31 March 2024, improved to Rs. 8,487.88 lacs as against Rs.
7,559.90 lacs as on 31 March 2023, registering an increase of 12.28%.
• The earnings per share (basic) as on 31 March 2024, stood at Rs. 8.89 per share
as against Rs. 6.80 per share as on 31 March 2023.
3. DIVIDEND
The Board of Directors at their meeting held on 20th May, 2024, has recommended payment
of Rs. 0.97/- (Ninety seven paise only) per equity share of the face value of Rs. 10
(Rupees ten only) each as final dividend for the financial year ended 31th March, 2024.
The payment of the final 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.
Friday, 16th August, 2024. The Register of Members and Share Transfer books shall remain
closed from Saturday, 17rd August, 2024 to Friday, 23 August, 2024 (both days inclusive).
During the year under review, the Board of Directors of the Company at their meeting
held on 08 November, 2023, declared an Interim Dividend of Rs. 0.80 each (eighty paise
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, 2023. The total dividend amount
for the financial year 2023-24, including the proposed final dividend, amounts to Rs. 1.77
(One rupee and seventy paise only) per equity share of the face value of Rs.10 (Rupee ten
only) each [total dividend pay out for the FY 2023-24 amounting to Rs. 2,03,10,750 (Rupees
two crore three lacs ten thousand seven hundred and fty only)] as against the total
dividend of Rs. 0.70 (seventy paise only) per equity share of the face value of Rs. 10
(Rupee ten only) each paid for the previous financial year 2022-23 [total dividend pay out
including Dividend Distribution Tax for the FY 2022-23 amounting to Rs. 80,32,500 (Rupees
eighty lacs thirty two thousand ve hundred 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
subsection (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, 2024 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. |
2023-24 (Interim) |
08.11.2023 |
1715.60 |
10.01.2031 |
| 2. |
2022-23 (Interim) |
11.11.2022 |
7165.13 |
11.01.2030 |
| 3. |
2021-22 (Final) |
16.09.2022 |
9536.71 |
17.11.2029 |
| 4. |
2021-22 (Interim) |
02.11.2021 |
1516.00 |
06.01.2029 |
| 5. |
2020-21 (Final) |
07.09.2021 |
8.75 |
07.11.2028 |
| 6. |
2020-21 (Interim) |
27.01.2021 |
4594.80 |
02.04.2028 |
| 7. |
2019-20 (Interim) |
14.03.2020 |
33898.80 |
12.05.2027 |
| 8. |
2018-19 (Final) |
28.09.2019 |
41420.00 |
01.12.2026 |
| 9. |
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 2023-24 the Company has not transferred any amount to General Reserves
and the Board of Directors have decided to retain the entire profit of Rs. 1,018.22 Lakhs
in the Statement of Pro t and Loss.
6. SHARE CAPITAL
As on 31st March, 2024, the Authorised Share Capital of the Company is Rs. 11,75,00,000
(Rupees eleven crores seventy- ve lacs) divided into 1,17,50,000 (Rupees one crore
seventeen lacs fty 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 fty thousand)
divided into 1,14,75000 (Rupees One Crore fourteen Lacs seventy- ve thousand) Equity
Shares of face value of Rs. 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, 2024 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 31st March, 2024 have 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 (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 2023-24 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 2023-24 is also available at the Company's website at https://bellacasa.in/.
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
All transactions entered with the Related Parties during the financial year were in the
ordinary course of business and on arm's length basis and do not attract the provisions of
section 188 of the Companies Act, 2013 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 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 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/Related Party
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 arm's 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. Saurav Gupta (DIN: -07106619) 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.
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 Company's
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 (1) (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.
With regard to the pro ciency of the Independent Directors, ascertained from the online
pro ciency self-assessment test conducted by the IICA, as notified 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 fulfill the conditions of
independence, are independent of the management, and possess the requisite integrity,
experience, expertise, pro ciency and qualifications to the satisfaction of the Board of
Directors. The details of remuneration paid to the members of the Board is provided in the
Report on Corporate Governance.
11. KEY MANAGERIAL PERSONNEL
As of 31st March, 2024, 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-TimeDirector |
| Mr. Pawan Kumar Gupta |
Managing Director |
| Mr. Saurav Gupta |
Whole-TimeDirector |
| Mr. Gaurav Gupta |
Whole-TimeDirector |
| 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
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, 2024
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.
Based on the framework of internal financial 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
financial controls over financial 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 financial controls were adequate
and effective during FY 2024.
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 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 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
14. NUMBER OF THE MEETING OF THE BOARD
During the Financial Year 2023-24, 5 (five) meetings of the Board of Directors were
held on 29 May, 2023, 11th August, 2023, 01 September, 2023, 08 November, 2023, and 09
February, 2024.
| S. No. |
Date |
Board Strength |
No. of Directors Present |
| 1. |
29th May, 2023 |
8 |
5 |
| 2. |
11thAugust, 2023 |
8 |
5 |
| 3. |
01st September, 2023 |
8 |
5 |
| 4. |
08th November, 2023 |
8 |
6 |
| 5. |
09th February, 2024 |
8 |
8 |
The details of the meetings of the Directors during the financial year 2023-24 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. 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, 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
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
17. 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 'XT
/T+1' Group. The annual listing fees for the year 2023-24 has been duly paid.
18. 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
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 2023-24.
19. 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.
20. AUDITOR
(a) Statutory Auditors & their report
M/s Vikas Jain & Associates, Chartered Accountants (FRN 006803C), were appointed as
the Statutory Auditors of the Company, in the AGM held on 28th September, 2019, for a
period of 5 years till the conclusion of the AGM to be held in the year 2024. They have
completed 5 years as Statutory Auditors of the Company. The provisions regarding the
rotation of auditors, as prescribed under the Act, are applicable to the Company. Hence,
it is proposed to appoint of M/s. Kalani & Co. Chartered Accountants (Firm
Registration No. 000722C, as the Statutory Auditors of the Company, for a period of 5
years, to hold office from the forthcoming AGM till the 33rd AGM to be held in the year
2029, to the Members for their approval.
Accordingly, an item for appointment of M/s. Kalani & Co. Chartered Accountants as
the Statutory Auditors of the Company is being placed at the ensuing AGM for approval of
the Members. Information about the proposed appointment of statutory auditors is given in
the Notice of AGM, which forms part of this Annual Report. The Board recommends their
appointment to the Members. 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 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 qualifications,
reservations or adverse remarks in the Report of the Statutory Auditors for the financial
year ended March 31, 2024. 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 29th May,
2023 as the Secretarial Auditor of the company to conduct the Secretarial Audit for the
financial year 2023-24 of the company. They have confirmed their eligibility for the said
reappointment.
The Secretarial Audit Report 2023-24 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 2023-24 of the Company is uploaded on the website of the
Company www.bellacasa.in/pages/investor-relations The Secretarial Audit Report and
Secretarial Compliance Report for FY 2023-24, do not contain any quali cation,
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 11th August,
2023 to undertake the internal audit. They have confirmed 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
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 ef ciency in
operations.
21. 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 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 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 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.
22. 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 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 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.
23. 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.
24. 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
2023-24:
• 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
25. 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.
26. 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 profit ability resulting
in lower margins |
The Company proactively manages these risks through forward booking, inventory
management and proactive vendor development practices. The Company's 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 Any increase in interest rate can affect the
finance cost |
Managing interest rate risk through strategies including maintaining an optimal mix of
different loan types and maturities |
| Human Resource Risk |
Your Company's 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 Company's 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. The company
may face difficulties if it fails to adapt to a changing environment. |
Our manufacturing facilities are equipped with advanced gear and technologies that
increase the Company's efficiency. It also maintains and tracks the proper functioning of
equipment and replaces them when necessary. |
27. 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
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 18th March, 2024, 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. Speci c
items were also added in the Board agenda from a governance perspective.
28. 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"
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information under section 134(3) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 for the year ended March 31, 2024, has been appended
as "Annexure F" to this Report.
30. 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 financial condition and results of operations have been provided separately in this
Annual Report.
31. POLICIES
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has mandated
the formulation Officertain 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.
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 V 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 Company's Code of Business
Conduct and Ethics; b. A compliance certificate from the Company's 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 FY 2023-24 has been placed on the Company's website and can be accessed at
the following link https://bellacasa.in/pages/investor-relations/Annual Return
35. 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 financial year 2023-24.
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 Subsidiaries/JV/Associates/Holding Companies
38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS
There are no significant and material orders passed by the Courts or any other
regulators which would impact the going concern status of the Company and its future
Operation
39. 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.
40. 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.
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 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.
43. OTHER DISCLOSURES
• There was no revision of financial 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 financial 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.
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, 26 July, 2024 |
|
| Place - Jaipur |
|
| Registered Office |
|
|