Notes to Accounts of Bella Casa Fashion & Retail Ltd.

Mar 31, 2023

a) Refer Note No. 43 for information about Credit risk and Market risk of trade receivable.

b) The trade receivables includes Rs 591.34 lacs (31st March, 2022 Rs. 1827.50 lacs) receivables against which bills are discounted. Under this arrangement Company has transferred the relevant receivables to the banks in exchange for cash and is prevented from selling or pledging the receivables. However, Company has retained late payment and credit risk. The Company therefore continues to recognize the transferred assets in entirety in its balance sheet. The amount repayable under the bills discounted is presented as current borrowings.

Note No. 13.2 : Rights, preferences and restrictions to the shareholders

The Company has only one class of equity shares having a par value 10/- per share. The holders of the equity shares are entitled to receive dividends proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

No member shall be entitled to exercise any voting rights either personally or by proxy at any meeting of the company in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the company has, and has exercised, any right of lien.

Note No. 13.3 : Dividends Particulars

a) Equity shares - Dividend declared during the year

Interim dividend for the year ended 31st March 2023 of Rs. 0.70 (P.Y. - Rs. 1) per fully paid equity share.

Final dividend for the year ended 31st March 2022 of Rs. 0.91 (P.Y. - 0.35) per fully paid equity share.

b) Equity shares - Dividends not recognised at the end of the reporting period

In addition to the above dividends, Board of Directors at its meeting held on 29th May 2023, has proposed a final dividend of Rs. Nil (P.Y. - Rs. 0.91) per fully paid equity share. This proposed dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting.

Note No. 14.1 : Nature and Purpose of Reserve

a)Capital Reserve

Capital Reserve represents capital Investment subsidy of '' 11.22 Lakhs received from SIDBI under TUF scheme in FY. 2010-11. Company has availed Capital Investment Subsidy forming part of cost of process Machinery. In terms of Accounting Policy No. 8, proportionate amount of such capital Investment subsidy is being withdrawn from Capital Reserve (Capital Investment Subsidy) equal to relative depreciation. During the year '' 0.76 Lakhs and PY '' 0.76 Lakhs(up to 31st March, 2023 7.96 Lakhs, 31st March, 2022 7.20 Lakhs) has been withdrawn from Capital Reserve Account.

Note No. 18.1 : Securities/ Guarantees From HDFC Bank Ltd.

a) Primary Secured against hypothecation by way of first and exclusive charge in all present and future Stock, Book Debts and Plant & Machinery.

b) Collaterally Secured against Industrial Property situated at E-102, EPIP, Sitapura Industrial Area, Jaipur in the name of Bella Casa Fashion & Retail Limited and also collaterally secured against E-103, EPIP, Sitapura Industrial Area, Jaipur in name of Gupta Exports.

c) Personally guaranteed by Promoters Shri Harish Kumar Gupta, Shri Pawan Kumar Gupta, Shri Gaurav Gupta and Shri Saurav Gupta.

d) Bill Discounting facility is secured against book debts, receivables, Claims and bills discounted under this facility.

Note No. 41. Disclosure as per Ind AS 36 ‘Impairment of Assets”.

(a) Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset''s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset''s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped separately as held for sale and the loss on impairment is shown under other expenses.

(b) Details:

Impairment Balance at the year end Rs. Nil. (PY- Rs. Nil)

Note no. 42. Contingent liabilities , Contingent assets & Capital Commitments The Company has no Contingent Liabilities as on 31st March, 2023.

Note No. 43. Disclosure as per Ind AS 107 ‘Financial instrument disclosure’

A) Capital management

For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio and includes within net debt, interest bearing loans and borrowings less Cash and cash equivalents.

^B) Financial risk management

The Company''s principal financial liabilities comprise Borrowings, trade payables and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include trade & other receivables, cash & cash Equivalent, deposits.

Company is exposed to following risk from the use of its financial instrument:

a) Credit Risk

b) Liquidity Risk

c) Market Risk

d) Foreign Currency Risk

e) Interest Rate Risk

The Company''s Financial Risk Management is an integral part of how to plan and execute its business strategies. The Company''s financial risk management is set by the Managing Board.

_a) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations resulting in a financial loss to the Company. Credit risk arises principally from trade receivables, loans & advances, cash & cash equivalents and deposits with banks and financial institutions.

Trade Receivable

Customer credit risk is managed by each business unit subject to the Company''s established policy, procedures and control relating to customer credit risk management. Trade receivables are non-interest bearing and are generally on 7 days to 90 days credit term. Credit limits are established for all customers based on internal rating criteria. Outstanding customer receivables are regularly monitored. The Company has no concentration of credit risk as the customer base is widely distributed both economically and geographically.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The calculation is based on actual incurred historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 8. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets. The requirement of impairment is analysed as each reporting date.

Other Financial Instruments and Cash & Cash Equivalent

The Company maintain its cash & cash equivalent in current account to meet the day to day requirements. Other financial instruments are Deposit, Accrued Interest, Export Incentives Receivables and Other Receivables. The Company''s maximum exposure to credit risk for the component of the Balance Sheet as of 31st March, 2023, 31st March, 2022 is the carrying amount as disclosed in Note 9, 10 & 11.

Provision for Expected Credit or Loss

i) Financial assets for which loss allowance is measured using 12 month expected credit losses.

The Company has assets where the counter-parties have sufficient capacity to meet the obligations and where the risk of default is very low. Accordingly, no loss allowance for impairment has been recognised.

ii) Financial assets for which loss allowance is measured using life time expected credit losses.

The Company provides loss allowance on trade receivables using life time expected credit loss and as per simplified approach.

(b) Liquidity Risk

Customer Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

The table below summarises the maturity profile of the Company''s financial liabilities based on contractual undiscounted payments:

c) Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Company''s income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

The Board of Directors is responsible for setting up of policies and procedures to manage market risks of the Company. All such transactions are carried out within the guidelines set by the Managing Board.

d) Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company is exposed to foreign currency risk on certain transactions that are denominated in a currency other than entity''s functional currency, hence exposure to exchange rate fluctuations arises. The risk is that the functional currency value of cash flows will vary as a result of movements in exchange rates. The company uses forward contracts to mitigate its risk from foreign currency fluctuations.

The Company''s investment consists of investments in non traded (Un-quoted) company held for purposes other than trading. Such investments held in connection with non-consolidated investments represent a low exposure risk for the Company and are not hedged.

As at 31st, March 2023 Company does not have material exposure to listed or unlisted equity price risk. e) Interest Rate Risk

Interest rate risk arises from the sensitivity of financial assets and liabilities to changes in market rates of interest. The Company is exposed to interest rate risk arising mainly from long term borrowings with floating interest rates. The Company is exposed to interest rate risk because the cash flows associated with floating rate borrowings will fluctuate with changes in interest rates. The Company manages the interest rate risks by entering into different kinds of loan arrangements with varied terms.

Note No. 44. Disclosure as per Ind AS 108 ‘ Operating segment.

The Company is engaged in production and retail of apparels and home furnishing products having integrated working. For management purposes, Company is organized into major operating activity of the textile products. The company has no activity outside India except export of textile products manufactured in India. Thereby, there is no geographical segment. Accordingly, there is no reportable operating segment.

Note No. 45. Disclosure as per Ind AS 113 ‘Fair Value Measurement Fair Value Hierarchy

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are:-

(a) recognised and measured at fair value and;

(b) measured at amortised cost and for which fair values are disclosed in financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the accounting standard.

Fair value are categorised into different level in a fair value hierarchy which are as follows:

Level 1 Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2 The The fair value of financial instruments that are not traded in an active market is determined using valuation

techniques which maximize the use of observable market data and rely as little as possible on entity specific estimates.

Level 3 If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3 is determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable market transactions and dealer quotes of similar instruments.

The discrepancies are as a result of our practice of submitting statements on monthly basis within 15 days from the close of each month. These statements are necessary to ensure timely submission while adhering to regulatory deadlines. However, it''s important to emphasize that these discrepancies have not led to any undue advantage or access to excess credit facilities from the bank. Our commitment to transparency and compliance remains steadfast.

Note No. 53. : Other Particulars/Disclosures as required by schedule-III are either Nil or Not Applicable.

Note No. 54. : The financial statements were authorised for issue by the Board of Directors on May 29, 2023

Significant Accounting Policies (Note No.1), Notes on Accounts and other disclosures from Note No. 1 to 54 forming part of these financial statements.

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Mar 31, 2018

Note No. 1:

a) The Company has only one class of shares referred to as equity shares having a par value of Rs.10/-. Each holder of equity share is entitled to one vote per share and dividend as and when declared by the Company.

In the event of liquidation of company the holder of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the share holders.

c) The Board of directors in its meeting held on 10.05.2017 allotted 5,15,000 equity shares of Rs.10/- per share at Rs.86 including premium of Rs.76 per share on preferential basis. The above preferential issue was made as per the SEBI(ICDR) Regulaions,2009.

d) The Board of directors in its meeting held on 05.10.2017 allotted 2,70,000 equity shares & in its meeting held on 30.10.2017 allotted 5,000 equity shares on conversion of equal number of warrants at a price of Rs.86/- per warrants including premium of 176 per warrant.

e) The Company has issued 47,15,000 number of bonus shares of face value Rs.10/- each during the financial year 2015-16 at a ratio of 2.3:1 (i.e. 2.3 equity shares for every one equity share held) by capitalization of surplus.

Note No. 2

a. Capital Reserve represents capital Investment subsidy of Rs.11,22,000 received from SIDBI under TUF scheme in F.Y. 2010-11. Company has availed Capital Investment Subsidy forming part of cost of process Machinery. In terms of Accounting Policy No. 1.8, proportionate amount of such capital Investment subsidy is being withdrawn from Capital Reserve (Capital Investment Subsidy) equal to relative depreciation. During the year Rs.76,416/- and PY. Rs.76,416/- (up to 31.03.2018 Rs.4,90,372/-) has been withdrawn from Capital Reserve Account.

b. Capital Reserve of Rs.2,92,207/- represents gain on sale of Land situated at E-2115/2116/2117 Ramchandrapura, Sitapura Extension, Tonk Road, Jaipur during the FY 2013-14.

a) The Board of Directors in its meeting held on 28.03.2017 has issued 17,45,000 warrants on preferential basis of the face value of Rs.10 each for every warrant to be convertible at the option of the warrants holders in one or more tranches within eighteen months from the date of allotment of warrant at Rs.86 per equity shares or such other higher price as may be arrived at in accordance with the SEBI(ICDR) Regulations and other applicable terms and conditions. During the year company has received Rs.3,75,17,500/-, an amount equal to 25% of Rs.86 per warrant on allotment of warrants. Out of total 17,45,000 warrants, the Board of Directors has converted 275000 warrants into equal numbers of shares. Balance 14,70,000 warrants are outstanding as on balance sheet date i.e 31.03.2018. The above preferential issue was made as per the SEBI(ICDR) Regulations, 2009.

Foot Note:-

1 .Secured against Primary hypothecation by way of first and exclusive charge in all present and future Stock, Book Debts and Plant & Machinery, Collaterally Secured against Industrial Property situated at E-102, EPIP, Sitapura Industrial Area, Jaipur in the name of Bella Casa Fashion & Retail Limited (Formerly Gupta Fabtex Private Limited) and also collaterally secured against E-l 03, EPIP, Sitapura Industrial Area, Jaipur in name of Gupta Exports and also personally guaranteed by Directors Harish Kumar Gupta, Pawan Kumar Gupta, Gaurav Gupta, Saurav Gupta.

Note No. 3-: Securities

1 .Secured against Primary hypothecation by way of first and exclusive charge in all present and future Stock, Book Debts and Plant & Machinery, Collaterally Secured against Industrial Property situated at E-l 02, EPIP, Sitapura Industrial Area, Jaipur in the name of Bella Casa Fashion & Retail Limited and also collaterally secured against E-103, EPIP, Sitapura Industrial Area, Jaipur in name of Gupta Exports and also personally guaranteed by Directors Shri Harish Kumar Gupta, ShriPawan Kumar Gupta, ShriGaurav Gupta and ShriSaurav Gupta

2.Secured against FDRs

3.a) Primary Secured by way of charge on the underlying asset financed under proposed PO finance

b) Collateral secured against Fixed Deposit of Rs.75,00,000 and

c) Personally guaranteed by Directors Shri Harish Kumar Gupta, ShriPawan Kumar Gupta, ShriGaurav Gupta and ShriSaurav Gupta

4.a) Primary Security-NIL

b) Collateral secured against Fixed Deposit of Rs.75,00,000 and

c) Personally guaranteed by Directors Shri Harish Kumar Gupta, ShriPawan Kumar Gupta, ShriGaurav Gupta and ShriSaurav Gupta Supported by comfort by way of unconditional acceptance of bill of exchange by company''s buyer Reliance Retail Limited for trade bills covering sale of goods.

The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprise Development (MSMED) Act, 2006 and hence disclosures as required under Section 22 of The Micro, Small and Medium Enterprise Development (MSMED) Act, 2006 regarding:

(a) Principal amount and the interest due thereon remaining unpaid to any suppliers as at the end of accounting year;

(b) Interest paid during the year;

(c) Amount of payment made to the supplier beyond the appointed day during accounting year;

(d) Interest due and payable for the period of delay in making payment;

(e) Interest accrued and unpaid at the end of the accounting year; and

(f) Further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise have not been given The Company is making efforts to get the confirmations from the suppliers as regard to their status under the said Act.

Note:

1) Leasehold Lands (having 99 years lease period) have not been amortized over a period of lease since it is eligible for renewal under Indian scenario.

2) During the year the company has capitalised building constructed( 1^st& 2nd Floor) on the land belonging to M/s. Gupta Exports from whom land & building has been taken on Lease.

3) Additions includes Borrowing Cost Capitalized of Rs.1264616/- (Carried from Note No. 2.27)

Note No. 4-:Accounting Standard-17 "Segment Reporting”

The company has only one business segment “manufacturing and retail of apparels and home furnishing products" as primary segment. There is no eligible reportable secondary segment

5. The Board of Directors of the Company has proposed a final dividend of Rs.0.50 per Share(P.Y. Rs. Nil per Share) aggregating to Rs.5002500(P.Y. Rs. Nil) for the financial year 2017-18. In terms of Accounting Standards 4 (Revised) vide MCA Notification No. GSR 364(E) dated 30.03.2016, Contingencies and Event Occuring after the Balance Sheet Date, the company is not required to recognize proposed final dividend as a liability on the balance sheet date.

6. Considering company''s migration from BSE-SME Platform to BSE Main Board w.e.f. March 08, 2018, It shall require to prepare its financial statements in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 w.e.f financial year commencing from April 1, 2018.

7. All assets and liabilities are presented as Current or Non-current as per criteria setout in Schedule III to the Companies Act, 2013. Based on the nature of services rendered by the company, its operations and realization, the company has ascertained its operating cycle of less than 12 months. Accordingly 12 months period has been considered for the purpose of Current/Non-current classification of assets & liabilities.

8. The previous year''s figures have been regrouped, rearranged wherever found necessary.

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Mar 31, 2017

Note No. 1:

a) The Company has only one class of shares referred to as equity shares having a par value of Rs.10/-. Each holder of equity share is entitled to one vote per share and dividend as and when declared by the Company.

In the event of liquidation of company the holder of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the share holders.

b) The Company has issued 47,15,000 number of bonus shares of face value Rs. 10/- each during the previous year (2015*16) at a ratio of 2.3:1 (i.e. 2.3 equity shares for every one equity share held) by capitalization of surplus.

c) The Company has made an Initial Public Offer (IPO) of 24,50,000 number of Equity Shares of Rs. 10/* each during the previous year (2015-16) at a price of Rs. 14/- each. Funds received from IPO for Rs. 343 Lacs has been utilized for meeting the working capital requirement and share issue expenses as per objects stated in Prospectus.

2. Capital Reserve(l) represents capital Investment subsidy of Rs. 11,22,000 received from SIDBI under TUF scheme in F.Y. 2010*11. Company has availed Capital Investment Subsidy forming part of cost of process Machinery. In terms of Accounting Policy No. 1.8, proportionate amount of such capital Investment subsidy is being withdraw from Capital Reserve (Capital Investment Subsidy) equal to relative depreciation. During the year Rs.76,416/- and P.Y. Rs. 76,416/* (up to 31.03.2017 Rs. 4,13,956/-) has been withdrawn from Capital Reserve Account.

3. Capital Reserve(2) of Rs. 2,92,207/* represents gain on sale of Land situated at E-2115/2116/2117 Ramchandrapura, Sitapura Extension, Tonk Road, Jaipur during the FY 2013-14.

4. Accounting Standard-17 "Segment Reporting”

The company has only one business segment "manufacturing and retail of apparels and home furnishing products" as primary segment. There is no eligible reportable secondary segment.

5. All assets and liabilities are presented as Current or Non-current as per criteria set out in Schedule [II to the Companies Act, 2013. Based on the nature of services rendered by the company, its operations and realization, the company has ascertained its operating cycle of less than 12 months. Accordingly 12 months period has been considered for the purpose of Current/Non-current classification of assets & Liabilities.

6. The previous year''s Figures have been regrouped, rearranged wherever found necessary.

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Mar 31, 2016

Note No. 1:

a) The Company has only one class of shares referred to as equity shares having a par value of Rs.10/-. Each holder of equity share is entitled to one vote per share and dividend as and when declared by the Company.

In the event of liquidation of company the holder of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the share holders.

b) The Company has issued 47,15,000 number of bonus shares of face value Rs. 10/- each during the year at a ratio of 2.3:1 (i.e. 2.3 equity shares for everyone equity share held) by capitalization of surplus.

c) The Company has made an Initial Public Offer (IPO) of 24,50,000 number of Equity Shares of Rs. 10/- each during the year at a price of Rs. 14/- each. Funds received from IPO for Rs. 343 Lacs has been utilized for meeting the working capital requirement and share issue expenses as per objects stated in Prospectus.

1. Capital Reserve(l) represents capital Investment subsidy of Rs. 11,22,000 received from SIDBI under TUF scheme in F.Y. 2010-11. Company has availed Capital Investment Subsidy forming part of cost of process Machinery. In terms of Accounting Policy No. 1.9, proportionate amount of such capital Investment subsidy is being withdraw from Capital Reserve (Capital Investment Subsidy) equal to relative depreciation. During the year Rs.76,416/- and P.Y. Rs. 76,416/-(up to 31.03.2016 Rs. 3,37,540/-) has been withdrawn from Capital Reserve Account.

2. Capital Reserve(2) of Rs. 2,92,207/- represents gain on sale of Land situated at E-2115/2116/2117 , Sitapura Extension, Tonk Road, Jaipur during the FY 2013-14.

♦Secured against hypothecation of all Current Assets including Stock, Book Debts and Card Receivable, Plant & Machinery, Collaterally Secured against Industrial Property situated at E-102, EPIP, Sitapura Industrial Area, Jaipur in the name of Bella Casa Fashion & Retail Limited (Formerly Gupta Private Limited) and also collaterally secured against E-103, EPIP, Sitapura Industrial Area, Jaipur in name of Gupta Exports.

*The Company is in the process of receiving information from various vendors under Micro, Small & Medium Enterprises Development Act, 2006. In the absence of required information, disclosures could not be made.

Note:

3) Leasehold Lands (having 99 years lease period) have not been amortized over a period of lease since it is eligible for renewal under Indian scenerio.

4 Accounting Standard-17 “Segment Reporting”

The company has only one business segment “manufacturing garment and other textile items” as primary segment. There is no eligible reportable secondary segment.

5 Tax Expense

The Company was having authorized and paid up equity share capital of Rs. 2,05,00,000/- as on 31.03.2015. During the year company has increased its authorized share capital from Rs. 2,05,00,000/- to Rs. 10,00,00,000/-. And subsequently issued bonus shares to existing shareholders on 16.07.2015 for value of Rs. 4,71,50,000/- (47,15,000 Nose of Equity Share having face value of Rs. 10/- each) out of the balance lying in Surplus. Thereafter, company made initial public offer of 24,50,000/- Nose of equity shares at a price of Rs. 14/- each for total value of Rs. 3,43,00,000/- on 28.09.2015 for meeting the working capital requirements. The shares of the company have been listed on BSE Ltd. (SME Exchange) w.e.f. 16.10.2015. The company has incurred following expenses in connection with aforesaid actions.

Above expenditure of 54,05,178/- is considered as allowable revenue expenditure for computing total income and current tax thereon under Income Tax Act, 1961 in light of decision in case of General Insurance Corporation CIT 286ITR 232 (SC) where expenditure incurred on issue of bonus shares was held to be revenue expenses and decision of Humble Supreme Court in case of Brooke Bond India Limited CIT 225 ITR 798 (SC) as referred in case of Lakshmi Auto Components Ltd DCIT, 101ITD 0209 (Chennai ITAT TM), and Mumbai SEZ (P.) Ltd ACIT, 152ITD 0828 (Mumbai HAT), where it was held that expenditure incurred on share capital raised to meet the working capital requirement is a revenue expense.

6 All assets and liabilities are presented as Current or Non-current as per criteria stout in Schedule ID to the Companies Act, 2013. Based on the nature of services rendered by the company, its operations and realization, the company has ascertained its operating cycle of less than 12 months. Accordingly 12 months period has been considered for the purpose of Current/Non-current classification of assets & liabilities.

7. The previous year’s figures have been regrouped, rearranged wherever found necessary.