To
The Members
Brand Concepts Limited CIN-L51909MP2007PLC066484 Indore
The Directors hereby present their 16th Directors Report on the business
and operation of the Company together with the standalone & consolidated audited
Financial Statements for the financial year ended 31st March 2023
1. Financial Result:
The Financial Performance of the Company is summarized in the table below:
In Rs.Lacs
| Particulars For the year ended |
|
|
|
|
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Net Sales/Income from:- |
|
|
|
|
| 1. Business Operation |
16,321.63 |
8,616.68 |
16,321.63 |
8,616.68 |
| 2. Other Income |
38.36 |
60.64 |
38.36 |
60.63 |
| Profit after Depreciation and Interest |
1,321.69 |
104.77 |
1,321.69 |
104.77 |
| Less: Current Income Tax |
(237.52) |
(17.19) |
(237.52) |
(17.19) |
| Less: Previous Year adjustment of Income Tax |
55.72 |
17.19 |
55.72 |
17.19 |
| Less: Deferred Tax |
(159.58) |
(28.69) |
(159.58) |
(28.69) |
| Net Profit After Tax |
1,003.83 |
76.08 |
1,003.83 |
76.08 |
| Dividend (Including Interim if any and Final) |
- |
- |
- |
- |
| Earnings Per Share (Basic) |
9.60 |
0.66 |
9.36 |
0.54 |
| Earnings Per Share (Diluted) |
9.60 |
0.66 |
9.36 |
0.54 |
The total revenue of the company for the financial year 2022-23 has posted a gross
income of Rs. 163.21 crores as compared to Rs. 86.16 crores in the corresponding previous
year, registering a rise of approx. 89.43% as compared to the previous corresponding year.
As a result, our company has posted a net profit of Rs. 10.03 crores as compared to Rs.
0.76 crores in the corresponding previous year. This is the very remarkable year for the
future growth of the Company in overall capacity building.
2. State of Companys Affairs and Prospects:
In the fiscal year that concluded on 31 March, 2023 there was a notable rebound in the
demand for our products across the country. The company observed a continued improvement
in net sales trends, our business, financial condition, and operational outcomes
considerably improved during the aforementioned period. The efforts of Company to expand
its business network through the addition of new Stores and more online selling
touchpoints, as well as the optimisation of its existing stores have contributed to the
growth momentum. The improvement in overall activity levels supported by resilient
consumption patterns has led to higher demand and increased revenue streams. However,
there is no material impact on the Company based on the preliminary estimates the Company
does not anticipate any major challenge in meeting the financial obligations on a
long-term basis. However, the companys preliminary efforts set back an example for
achieving the highest turnover this financial year from the date of inception of the
business. The Company has further planned several corrective measures viz. increasing
volumes; improving productivity and ensuring overall operational efficiency.
3. Material Changes affecting the Financial Position of the Company
There are no material changes and commitments affecting the financial position of the
company that occurred after the end of the financial year till the date of this report.
4. Changes in the Nature of Business
There are no material changes in the nature of business during the year.
5. Dividend:
After considering the Companys profitability, cash flow and overall financial
performance, the Board of Directors of the Company had declared an interim dividend of
Rs.0.50 per equity share (i.e. 5%) on 20-03-2023 which has already been paid. Now The
Board of Directors of the company has already recommended final dividend of Rs. 0.50 per
equity share of Rs. 10/- each (i.e. 5%) on 1,05,82,800 equity shares subject to
shareholders approval in the forthcoming Annual General Meeting for the financial year
ended
31st March, 2023. Pursuant to Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution
Policy is framed by the Company.
6. Transfer to Reserves
For the financial year ended 31st March, 2023, no amount has been proposed
to carry to General Reserve. However, Rs. 1,003.85 lakhs have been taken to surplus in the
Statement of profit and loss.
7. Change in Share Capital of the Company
During the year under review, there is no change in the authorized, issued, subscribed,
and paid-up equity share capital of the Company. As on 31st March 2023, the
authorized share capital is Rs. 1500 lakhs, and the issued, subscribed, and paid-up equity
share capital is Rs. 1058.28 lakhs.
Preferential offer- However after the close of the financial year the Company has taken
approval of members for preferential offer of 500000 Equity Shares @ Rs. 309.21 per share
aggregating to Rs. 15,46,05,000 on preferential allotment basis and opened the offer for
that purpose as on the date of this report. This will result change in paid up capital
after the allotment.
8. Change in the Registered Office of the Company
During the year under review the company had made application to Regional Director,
Western Region for shifting of Registered Office of Company from the State of Maharashtra,
within the jurisdiction of ROC Mumbai to the State of Madhya Pradesh. The Regional
Director, Western Region being satisfied, vide its order dated 9th May 2023
bearing Ref no. RD/section 13/SRN AA1293025/604 allowed the application for shifting of
Registered Office of the Company from the State of Maharashtra, within the jurisdiction of
ROC Mumbai to the State of Madhya Pradesh. Thereafter pursuant to filing of form INC-22 of
MCA V3 portal the Registered Office of the Company is shifted from the State of
Maharashtra at Lotus Star, Plot No. D-5, Road No. 20, Marol MIDC, Andheri East Mumbai, MH
400093 IN to the State of Madhya Pradesh at 140/2/2 Musakhedi Square Indore G.P.O. MP
452001 with effect from the ROC Certificate dated 30-6-2023.
9. Subsidiary, Associate, and joint Venture Companies:
The Company has one Associate Company named 7E Wellness India Private Limited which was
incorporated on 26-03-2021 and became an associate company as there is more capital
infusion from another investor named 7E Wellness INC USA with the stake of 51% & Brand
Concepts Limited with 49% capital contribution. The Financial Statement of the Company is
prepared along with the Financial Statement of 7E Wellness India Private Limited.
The turnover of associate company for the financial year 2022-23 is Rs. 19.96 Lakhs
(Previous year 1.57 Lakhs) showing good increase and the loss before tax is Rs. 61.47
Lakhs (previous year loss Rs. 35.99 Lakhs). The Company is recovering well.
10. Consolidated Financial Statement
In accordance with the applicable provisions of the Companies Act, 2013 and Rules made
thereunder read with Indian Accounting Standards specified under the Companies (Indian
Accounting Standards) Rules, 2015, the consolidated financial statements of the Company as
at and for the year ended 31st March, 2023 forms part of the Annual Report.
11. Deposits:
The Company has not accepted any fixed deposit from the public during the financial
year ended 31st March, 2023 within the meaning of sections 73 to 76 of the
Companies Act, 2013. However, pursuant to the Ministry of Corporate Affairs (MCA)
notification dated 22nd January 2019 amending the Companies (Acceptance of
Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies
(ROC) requisite returns in Form DPT -3 for outstanding receipt of money/loan by the
Company, which is not considered as deposits. The Company is complying with the relevant
provisions.
12. Loans, Guarantees, and Investment
The company has not extended inter-corporate loans and guarantees to any company.
However, on October 20, 2022, a second infusion of Rs. 23,35,000 was made as the
investment in 7E Wellness India Private Limited, associate company. The details of this
transaction have been disclosed in the financial statement hence not repeated herein for
the sake of brevity. The company has not forwarded any loan to its associate Company
during the financial year under review.
13. Transactions with related parties
As specified under the provisions of section 188 of the Companies Act, 2013, the
contracts and arrangements entered into with related parties were in the ordinary course
of business and on an arms length basis. Further, during the year under review, no
material related party transactions were entered into by the Company. All related party
transactions are placed before the Audit Committee and approved through the Omnibus mode
in accordance with the provisions of the Companies Act, 2013, and Listing Regulations for
its approval. The Board has taken on record all transactions with related parties.
Suitable disclosures as required are provided as per accounting standards which forms part
of the notes to the financial statement. The policy on Related Party Transactions is
uploaded on the Companys website www.brandconcepts.in. Information on transactions with
related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the
Companies (Accounts) Rules, 2014 are given in "Annexure-I" in Form AOC-2 and the
same forms part of this report.
14. Employee Stock Option Plan ESOP-2020
The Company has framed Brand Concepts Employee Stock Option, 2020 ("ESOP20")
pursuant to the applicable provisions of the Companies Act, 2013 and the rules made
thereunder and the SEBI (Share Based Employee Benefits) Regulations, 2014 as approved by
the members, which helps the Company to retain and attract the right talent. The
Nomination and Remuneration Committee monitors the Companys ESOP Scheme.
After the closing of the financial year, the company has granted 240000 options on
19-04-2023 to the eligible employee, who is whole-Time Director & CFO of the company
and 25000 Options were excercised on 26-07-2023 by senior management person. The
disclosure pursuant to the provisions of Regulation 14 of the SEBI (Share Based Employee
Benefits& Sweat Equity) Regulations, 2021 read with SEBI Circular No. CIR/CFD/ POLICY
CELL/2/2015 dated 16th June 2015 and Section 62(1)(b) of the Companies Act,
2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is
given in Annexure II and also disclosed on the website of the Company and can be accessed
at http://www.brandconcepts.in. The ESOP 2020 is in compliance with applicable provisions
of the Companies Act, 2013, and SEBI (Share Based Employee Benefits & Sweat Equity)
Regulations, 2021.
15. Conservation of Energy, Technology, and Foreign Exchange Earnings and outgo
The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read
with Companies (Accounts of Companies) Rules, 2014 are set out below.
(A) Conservation of Energy:
The Company is engaged in trading activities so conservation of energy is not
applicable to it.
(B) Technology absorption, Adaption, and Innovation
The Company has not imported any technology from Abroad. Innovation is a constant
process and the Company has been engaged in improving product design, material cost,
productivity, etc. as part of this process.
(C) Foreign exchange Earnings and Outgo:
The details of total foreign earnings and outgo are as follows.
Earnings in Foreign Currency : Nil Expenses in Foreign Currency : Nil
16. Directors responsibility statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, con rm that: a) in the preparation of the annual
accounts, the applicable accounting standards read with requirements set out under
Schedule III to the Companies Act, 2013, have been followed and there are no material
departures. b) the Directors 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) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; d)
the annual accounts have been prepared on a going concern basis; e) proper internal
financial controls to be followed by the Company were laid down and such internal
financial controls are adequate and were operating effectively; and f) the Directors had
devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.
17. Directors and key managerial personnel
The Board of Directors of the Company is a balanced one with an optimum mix of
Executive and Non-Executive Directors. They show active participation at the board and
committee meetings, which enhances transparency and adds value to their decision-making.
The Board takes the strategic decisions, frames the policy guidelines, and extends
wholehearted support to business heads and associates.
As of 31st March 2023, the Board of the Company consists of Seven (7)
Directors. Mr. Govind Shrikhande (DIN: 00029419) and Mr. Narendra Kabra (DIN: 06851212)
have joined as Non-Executive Independent Directors of the Company during the year. Mr.
Manish Saksena (DIN: 08014657) and Mr. Kushagra P Toshniwal (DIN: 07117429) were
reappointed as Independent Directors for the second term of 5 consecutive years during the
year. Mr. Prateek Maheshwari (DIN: 00039340) was reappointed as Managing
| Value of Imports on C.I.F Value |
: Rs. 14,01,55,402 |
| Travelling Expenses |
: Nil |
| Royalty in foreign Currency |
: Nil |
Director and Mr. Abhinav Kumar (DIN: 06687880) was reappointed as, Executive Director
and Chief Financial Officer respectively during the year. In accordance with the
provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of
Association, Mrs. Annapurna Maheshwari (DIN-00038346) is liable to retire by rotation and
being eligible offers herself for reappointment as director of the company. The
composition and category of Directors as well as of KMPs are as follow:
| Sr. no. |
Name of Director |
Designation |
DIN |
| 1 |
Mr. Prateek Maheshwari |
Managing Director |
00039340 |
| 2 |
Mr. Abhinav Kumar |
Executive Director & CFO |
06687880 |
| 3 |
Mrs. Annapurna Maheshwari |
Non-Executive Director |
00038346 |
| 4 |
Mr. Narender Tulsidas Kabra |
Independent Director |
06851212 |
| 5 |
Mr. Kushagra P Toshniwal |
Independent Director |
07117429 |
| 6 |
Mr. Manish Saksena |
Independent director |
08014657 |
| 7 |
Mr. Govind Shrikhande |
Independent Director |
00029419 |
| 8 |
Ms. Swati Gupta |
Legal Head & Company Secretary |
- |
The Directors on the Board have submitted a notice of interest under section 184(1)
i.e. in MBP 1, intimation u/s 164(2) i.e. in Form DIR 8, and declaration as to compliance
with the code of conduct of the Company. The brief resume and other information of Mrs.
Annapurna Maheshwari, as required under regulation 36(3) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard on General
Meetings (SS-2), are given in the Notice of the ensuing Annual General Meeting, which
forms part of the Annual Report.
Mr. Prateek Maheshwari, Managing Director, Mr. Abhinav Kumar, Executive Director and
Chief Financial Officer and Ms. Swati Gupta, Company Secretary and Compliance Officer are
the key managerial personnel of the Company. During the year under review, there was no
change in the key managerial personnel of the Company.
18. Appointment of Directors and their Remuneration
TheBoardofDirectorsinconsonancewiththerecommendation of Nomination and Remuneration
Committee has adopted a Nomination and Remuneration Policy, which, inter alia, deals with
the criteria for identification of members of the Board of Directors and
selection/appointment of the Key Managerial Personnel/Senior Management Personnel of the
Company and their remuneration. The Nomination and Remuneration Committee recommends
appointment of Directors based on their qualifications, expertise, positive attributes and
independence in accordance with prescribed provisions of the Companies Act, 2013 and Rules
made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Nomination and Remuneration Committee, in addition to ensure diversity, also
considers the impact the appointee would have on Boards balance of professional
experience, background, view-points, skills and areas of expertise.
The Nomination and Remuneration Policy is uploaded on the website of the Company and
the web link of the same is https://www.brandconcepts.in/wp-content/uploads/2022/07/
Nomination-and-Remuneration-Policy.pdf
19. Annual Performance Evaluation of Board, Committees and Directors
In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015, the performance evaluation of the Independent Directors
was carried out during the year.
The performance of the Board was evaluated after seeking inputs from all the directors
on the basis of the criteria such as the Board composition and structure, effectiveness of
board processes, information, and functioning, etc. The performance of the committees was
evaluated by the board after seeking inputs from the committee members on the basis of the
criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the 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. In addition, the Chairman was also evaluated on the key aspects
of his role. In a separate meeting of independent Directors, the performance of
non-independent directors, and the performance of the Board as a whole was evaluated.
20. Familiarization Program for Independent Directors
Your Company has in place a Familiarization Program for Independent Directors to
provide insights into the Companys Business to enable them to contribute significantly to
its success. The Senior Management made presentations to familiarize the Independent
Directors with the strategic operations and functions of the Company. The details of the
familiarization program of the independent directors are available on the website of the
Company www. brandconcepts.in .
21. Declaration from Independent Directors
All the Independent Directors have given their declarations pursuant to Section 149(7)
of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 stating that they meet the criteria of
independence as prescribed under section 149(6) of the Companies Act, 2013 read with rules
made thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and in the opinion of the Board, the Independent
Directors meet the said criteria. All independent Directors registered themselves in the
Data Bank of Independent Directors maintained by IICA and have qualified for the
proficiency test within the stipulated period.
During the year under review, the Independent Directors duly met the terms and
conditions pursuant to the provisions as specified in Schedule IV of the Companies Act,
2013 and the quorum was present throughout the meeting.
22. Meetings of the board and Composition of committees
The Directors of the Company met at regular intervals with the gap between two meetings
not exceeding 120 days to take a view of the Companys policies and strategies apart from
the Board Matters. During the year under review, the Board of Directors met 9 (Nine) times
on the following dates-
| Sr. no. |
Date of meeting |
Board Strength |
No. of directors present |
| 1 |
04/04/2022 |
7 |
4 |
| 2 |
25/05/2022 |
7 |
5 |
| 3 |
29/07/2022 |
7 |
5 |
| 4 |
03/09/2022 |
7 |
4 |
| 5 |
10/11/2022 |
7 |
5 |
| 6 |
25/11/2022 |
7 |
4 |
| 7 |
09/01/2023 |
7 |
5 |
| 8 |
03/02/2023 |
7 |
5 |
| 9 |
20/03/2023 |
7 |
4 |
As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013
and the Rules made thereunder, the composition and meetings of the Audit Committee are in
line with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, details of which alongwith composition, number
of meetings of all other Board Committees held during the year under review and attendance
at the meetings are provided in the Report on Corporate Governance, which forms part of
the Annual Report. During the year under review, all the recommendations of the Audit
Committee were accepted by the Board of Directors.
23. Extract of annual return
Ministry of Corporate Affairs (MCA) vide notification dated 28/08/2020 has notified
that the Extract of Annual Return (in Form MGT 9) is not required to be enclosed with the
Board Report, the Company is only required to disclose the web link in the Board Report
where the annual return referred to in subsection (3) of section 92 is placed for the
Financial Year ended 31stMarch 2023 & onwards. Accordingly, the web link
for the company is www.brandconcepts.in for the annual return form MGT 7 for 2022-23.
24. Disclosure of Ratio of remuneration of Directors and Key Managerial Personnel etc.
As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
statement of disclosure of remuneration and such other details as prescribed therein is
given in Annexure-III.
25. Particulars of employees
The Company has no employees, who are in receiptof remuneration of Rs.
8,50,000/- per month of Rs. 1,02,00,000/- per annum, and hence the Company is not required
to give any information under Sub-rule 2 and 3 of Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. Pursuant to Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 statement containing
the names and other particulars of the top ten employees in terms of remuneration drawn by
them is available on the website of the company www.brandconcepts.in". In terms of
Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the
aforesaid Annexure-IV. This Annexure will be available on the website of the Company 21
days prior to the date of the AGM. The information is also available for inspection by the
Members at the Registered office of the company during business hours on all working days
except Saturday, Sunday & Public Holidays up to the date of the AGM. Any member
desirous of obtaining a copy of the said Annexure may write to the Company Secretary by
email at swati.gupta@brandconcepts.in.
26. Management Discussion and Analysis Report
Management Discussion and Analysis Report as required under Regulation 34 and Schedule
V (B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Regulations) forms part of this Annual Report.
27. Corporate Governance
Pursuant to Regulation 34 read with para C and E of Schedule V of SEBI (LODR)
Regulations, 2015, Report on Corporate Governance and a certificate obtained from the
Practising Company Secretary (Secretarial Auditor) regarding the compliance of conditions
of Corporate Governance forms part of this Annual Report.
Pursuant to Regulation 34 read with para C Clause 10(i) of Schedule V of SEBI(LODR)
Regulations, 2015 a certificate obtained from the Practising Company Secretary
(Secretarial Auditor) related non- dis-qualification of Directors form part of this Annual
Report.
28. Compliance with Secretarial Standards
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings (SS-1) and General Meetings (SS-2).
29. Auditors and their Report i. Statutory Auditors
M/s Maheshwari & Gupta, Chartered Accountants, Indore (ICAI Firm Registration No.
006179C) are the statutory auditors of the Company for the year ended 31st
March 2023, who were appointed in the Annual General Meeting held in the year 2018 for a
term of 5 years that is upto Annual General Meeting to be held in the year 2023.
Accordingly the board has recommended M/s Fadnis & Gupte LLP, Chartered Accountants,
Indore (ICAI Firm Registration No. 006600C/ C400324) as statutory auditors of the Company
for the consecutive period of five years until the conclusion of Annual General Meeting of
the Company to be held in the year 2028, therefore a resolution for appointment of auditor
is being proposed in the Annual General Meeting. The appointment of a statutory auditor is
as per the provisions of Section 139 of the Companies Act, 2013. ii. Secretarial Auditors
Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board
of Directors had appointed Ms. Manju Mundra, Practising Company
Secretary of Manju Mundra & Co., as Secretarial Auditors of the Company for the
Financial Year 2022-23. The Secretarial Audit Report for FY 2022-23 is annexed herewith as
Annexure "V". iii. Cost Auditors
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,
2014, the cost audit or maintenance of cost records are not applicable to the Company. iv.
Internal Auditors
The Company has M/s B Mantri & Co, a Chartered Accountant Firm (Registration No:
013559C) as Internal Auditors to conduct an internal audit of the function and activities
of the Company for the year 2022-23. The Audit Committee of the Board of Directors in
consultation with the Internal Auditors, formulates the scope, functioning, periodicity,
and methodology for conducting the internal audit.
30. Statutory Auditors report and secretarial audit report
The Statutory Auditors report for the financial year ended 31st March 2023
is self-explanatory and does not contain any qualification, reservation, or adverse
remark. No fraud u/s 143(12) was reported by the auditor.
The Secretarial Auditors report for the financial year ended 31st March 2023
does not contain any qualification, reservation, or adverse remark. The observations made
by secretarial auditors are being taken care of by the management.
31. Internal Control System and their Adequacy
As per Section 134(5)(e) of the Companies Act 2013, the Company has an adequate system
of internal control to safeguard and protect from loss, unauthorized use, or disposition
of its assets. All the transactions are properly authorized, recorded, and reported to the
Management. The Company is following all the applicable Accounting Standards for properly
maintaining the books of accounts and reporting financial statements. The internal control
system is commensurate with its size and scale of operations. Roles and responsibilities
are clearly defined and assigned. These controls ensure the safeguarding of assets,
reduction, and detection of fraud and error, adequacy and completeness of the accounting
records, and timely preparation of reliable financial information. Internal checks from
time to time ensure that responsibilities are executed effectively. The observations and
good practices suggested are thoroughly reviewed by the Management and appropriately
implemented for strengthening the controls of various business processes.
32. Risk management and analysis
The Company has in place a mechanism to identify, assess, monitor, and mitigate various
risks to Key business objectives. The Companys internal control system has reviewed its
expense and overall working capital cycle of the company to overcome the complexity and
the challenges that the company mayf ace due to any situation. Major risks identified by
the Board and systematic steps taken to mitigate on a continuous basis.
33. Vigil Mechanism/Whistle Blower Policy
In terms of the provisions of Section 177(9) of the Companies Act, 2013 and Regulation
22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has established a Vigil Mechanism which includes formulation of the Whistle Blower
Policy to bring to the Companys attention, instances of unethical behaviour, actual or
suspected incidents of fraud, instances of leak of unpublished price sensitive information
that could adversely impact the Companys operations, business performance and/ or
reputation. No employee is denied access to the Vigilance Officer as well as Chairman of
the Audit Committee. The Policy provides that the Company investigates such incidents,
when reported, in an impartial manner and takes appropriate action to ensure that
requisite standards of professional and ethical conduct are always upheld. The policy is
available on the website of the Company and the web link of the same is
http://www.brandconcepts.in.
34. Material Orders of Court, Tribunal, etc.
As required under section 134(q) of the Companies Act, 2013 there are no significant
and material orders passed by the regulators or courts or tribunals impacting the going
concern status and the companys operations in the future.
35. Provisions of Sexual Harassment of Women
The provisions/requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (‘Act) and the Rules made thereunder are
being followed by the Company and the company is providing the proper environment for
working to all employees and has proper internal control Mechanism for prevention,
prohibition and redressal of sexual harassment at workplace. The Company has complied with
the provisions of the constitution of the Internal Complaints Committee under the Act.
There were no cases/complaints filed under this Act during the year.
36. Corporate Social Responsibility
As per the provisions of section 135 of the Companies Act, 2013 Corporate Social
Responsibility (CSR) is not applicable to the Company for the year 2022-23. However it
became applicable for the financial year 2023-24 due to increase in net profit in excess
of limits prescribed for the year ended 31st March 2023 i.e. immediately
preceding financial year. However, the requirement of constitution of Corporate Social
Responsibility Committee is not applicable to the company during this year. The company is
in process of complying with the provisions related to CSR.
37. Other Disclosures a) The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course of day-to-day
business operations of the company and is available on the website of the Company at
www.brandconcepts.in. b) The Company has adopted a Code of Conduct for Prevention of
Insider Trading in accordance with the requirements of the SEBI(Prohibition of Insider
Trading) Regulation, 2015 as revised, with a view to regulate trading in securities by the
Directors and designated employees of the Company. The Code requires pre-clearance for
dealing in the Companys shares and prohibits the purchase or sale of Company shares by
the Directors and the designated employees while in possession of unpublished
price-sensitive information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for the implementation of the Code. All
Board of Directors and the designated employees have confirmed compliance with the Code.
The Insider Trading Policy of the Company covering code of practices and procedures for
fair disclosure of unpublished price-sensitive information and the code of conduct for the
prevention of insider trading is available on the website of the Company at
www.brandconcepts.in. c) Policy on determining material subsidiary of the Company is
available on the website of the Company at www.brandconcepts.in. d) The Company has not
made any application and there are no proceedings pending under the Insolvency and
Bankruptcy Code, 2016 during the year under review. e) The company has not made any
settlement and no loan has been taken from any bank or financial institution.
38. Cautionary Note:
Certain statements in the "Management Discussion and Analysis" section may be
forward-looking and are stated as required by the applicable laws and regulations. Many
factors may affect the actual results, which could be different from what the directors
envisage in terms of future performance and outlook.Important factors that could influence
the Companys operations include global and domestic supply and demand conditions
affecting the selling prices of finished goods, availability of inputs and their prices,
changes in the
Government policies, regulations, tax laws, economic developments within the country
and outside and other factors such as litigation and industrial relations.
The Company assumes no responsibility in respect of the forward-looking statements,
which may undergo changes in the future on the basis of subsequent developments,
information, or events.
Annexures forming part of the Boards report
Annexure a part of this Report: |
Particulars |
| I |
Related Party Transactions in AOC 2 |
| II |
Disclosure under regulation 14 of SEBI ESOP Regulations |
| III |
Disclosure of Ratio of remuneration of Directors and Key Managerial
Personnel etc. |
| IV |
Particulars of Top Ten Employees |
| V |
Secretarial Audit Report |
39. Human Resources and Industrial Relations:
Your Company has been able to operate efficiently because of the developing culture of
professionalism, integrity, dedication, commitment, and continuous improvement shown by
its employees in all functions and areas of business. Our basic objective is to ensure
that a robust talent pipeline and a high-performance culture, centered on accountability
are in place. We feel this is critical to enable us to retain our competitive edge.
40. Appreciation:
Your Board of Directors would like to place on record their sincere appreciation for
the wholehearted support and contributions made by all the employees of the Company as
well as customers, suppliers, consultants, Auditors, bankers and other authorities. The
Directors also thank the Central Government of India and concerned Government
Departments/Agencies for their cooperation. The directors appreciate and value the
contributions made by every member of the company.
For and on behalf of the Board of Brand Concepts Limited
|
Prateek Maheshwari |
Abhinav Kumar |
| Place: Indore |
Managing Director |
Whole-Time Director |
| Dated: 28th September, 2023 |
DIN- 00039340 |
DIN-06687880 |
+91-9892691696
