Brand Concepts Ltd Directors Report.

To

The Members

Brand Concepts Limited

CIN- L51909MH2007PLC174702

Indore

The Directors hereby presents their 12th Directors Report on the business and operation of the Company together with the audited Financial Statements for the financial year ended 31st March 2019

1. Financial Result:

The Companys financial performance for the year under review along with previous years figures is given hereunder:

In Rs.

Particulars For the year ended 2018-19 2017-18
Net Sales/Income from:-
1. Business Operation 818,057,815 683,674,025
2. Other Income 1,551,236 2,086,432
Profit after Depreciation and Interest 37,761,608 30,317,180
Less: Current income Tax 12,937,943 3,395,650
Less: Previous year adjustment of Income Tax 648,864 (42,650)
Less: Deferred Tax (2,505,423) 4,494,149
Net Profit After Tax 26,680,224 22,470,031
Dividend (Including Interim if any and Final) - -
Earnings Per Share (Basic) 2.52 2.83
Earnings Per Share (Diluted) 2.52 2.83

The Company continues to see growth in its overall performance in the financial year 2018-19 driven by the performance of the segment in which the Company operates. Your directors are glad to report that during the year under review, your company has posted higher gross income of Rs. 81.80 crores as compared to Rs. 68.37 crores in the corresponding previous year, registering a growth of approx. 20% as compared to previous corresponding year. As a result, your company has posted much better net Profit of Rs. 2.67 crores as compared to Rs. 2.24 crores in the corresponding previous year registering healthy growth of approx. 20%. Your directors believe that improved financial results are directly attributable to several corrective measures viz. increasing volumes; improve productivity and ensuring overall operational efficiency at different stages and savings in cost.

2. State of Companys Affairs and Prospects:

The Company continued its efforts to strengthen its marketing strategy, efforts and relationship with customers during the year. The Company has added and continuing to add more Point of Sales to market its product through Dealers, Distributorship, Franchisee, Online Partners & Company Owned Stores. Company is also targeting to take the license of more reputed Brands of Fashion Industry in the coming years. It is expected that the economy in general will improve in coming financial year. At the same time Company also resuming the business with the Old Customers. The Company has planned several corrective measures viz. increasing volumes; improve productivity and ensuring overall operational efficiency.

3. Material Changes and Nature of business

There were no material changes affecting the financial position of the company occurred after the end of the financial year till the date of this report. There is no change in the nature of business.

4. Dividend:

Your directors did not recommend any dividend for the financial year 2018-19 and ploughed back the funds in the business. Since there was no unpaid/unclaimed Dividend on the books till date, the provisions of Section 125 of the Companies Act, 2013 do not apply to your company.

5. Subsidiary, Associate and joint Venture Companies:

The Company has no subsidiary, associate or joint venture company.

6. 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, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no 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 the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

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

7. Deposits:

The Company has not accepted any fixed deposit from the public during the financial year ended 31st March, 2019.

8. 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 the 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 -
Value of Imports on C.I.F Value : Rs. 13,67,58,348/-
Travelling Expenses : Rs. 14,32,738/-
Royalty in foreign Currency : Rs. 19,57,987/-

9. Loans, Guarantees and Investment

The company has not extended inter corporate loans to any companies and has also not made investments.

10. Use of proceeds of IPO

The proceeds from the Issue of the Company vide prospectus dated 23rd December, 2017 have been utilized for the purpose for which they were raised and there is no deviation in the utilization of proceeds.

11. Change in Share Capital of the Company

There is no change in the share capital of the Company during the year under review.

12. Listing of Equity Shares

The shares of the Company are listed at National Stock Exchange, SME Emerge Platform and the Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

13. Transfer to Reserves

The Company has not transferred any amount to the general reserve during the year under review.

14. Directors and key managerial personnel

The Board of Directors of 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 the 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 on 31st March, 2019, the Board of Company consists of Six (6) Directors. Mr. Manish Saksena is liable to retire by rotation and being eligible offers himself for reappointment. The composition and category of Directors as well as of KMPs are as follow:

Sr. No. Name of Director Designation DIN/PAN
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. Narendra Tulsidas Kabra Independent Director w.e.f. 9-12-17 06851212
5 Mr. Kushagra P Toshniwal Independent Director w.e.f. 15-12-17 07117429
6 Mr. Manish Saxena Non-Executive Director w.e.f. 22-03-18 08014657
7 Ms. Swati Gupta Company Secretary -

15. Board Evaluation

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, performance of non-independent directors, performance of the Board as a whole was evaluated.

16. Number of meetings of the board

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 4 (Four) times on the following dates-

Sr. No. Date of meeting Board Strength No. of directors present
1 28/05/2018 6 5
2 09/08/2018 6 4
3 12/11/2018 6 5
4 02/03/2019 6 3

17. Board Committees and their meetings

Your Company has in place the Committee(s) as mandated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are currently four committees of the Board, namely:

a) Audit Committee

The Audit Committee was properly reconstituted as per the provisions of Section 177 of the companies Act, 2013 during the year as Mr. Narendra Kabra was appointed as Chairman of the Committee w.e.f. 9-8-2018. The Audit Committee assists the Board in its responsibility of overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The Committees purpose is to oversee the accounting and financial process of the Company, the audits of the Companys financial statements, the appointment, independence, performance and remuneration of the statutory auditors including the Cost auditors, the performance of internal auditors and the Companys risk management policies. The Chairman of the Audit Committee was present at the 30th Annual General Meeting held on 21st July 2018. The Minutes of the Audit Committee Meetings were noted at the Board Meetings.

The Audit Committee met 4 (Four) times during the year on 28-05-2018, 9-8-2018, 12-11-2018 and 02-3-2018 under review on the following dates and the attendance records of the members of the committee are as follows:-

Name of Director Status Category Meetings held Meetings attended
Mr. Narender Tulsidas Kabra Chairman Non-Executive & Independent Director 4 4
Mr. Kushagra P Toshniwal Member Non-Executive & Independent Director 4 2
Mr. Abhinav Kumar Member Whole-time Director 4 4

b) Nomination & Remuneration Committee

The Board of Directors duly constituted Nomination & Remuneration Committee in compliance with the provisions of Section 178 of the companies Act, 2013.The Board has framed Nomination and Remuneration policy, which is generally in line with the existing industry practice and applicable laws. The Nomination and Remuneration Committee assist the Board in overseeing the method, criteria and quantum of compensation for directors based on their performance and defined assessment criteria. The powers, role and terms of the reference of Nomination and Remuneration Committee covers the areas mentioned under section 178 of the Companies Act, 2013.

During the year meeting of the Nomination & Remuneration Committee was held on 28-05-2018 and the attendance records of the members of the committee are as follows:-

Name of Director Status Category Meetings held Meetings attended
Ms. Annapurna Maheshwari Chairman Non-Executive Director 1 -
Mr. Kushagra Praveen Toshniwal Member Non-Executive & Independent Director 1 1
Mr. Narender Tulsidas Kabra Member Non-Executive & Independent Director 1 1

The policy of the Nomination & Remuneration Committee has been placed on the website of the Company at www.brandconcepts.in and the salient features of that has been disclosed as Annexure "III" to this report.

c) Stakeholders Relationship Committee

The Board of Directors duly constituted Stakeholders Relationship Committee in compliance with the provisions of Section 178 of the companies Act, 2013. The Composition of the committees is given below and meeting of the Stakeholders Relationship Committee was held on 9-08-2018 and the attendance records of the members of the committee are as follows:-

Name of Director Status Category Meetings held Meetings attended
Ms. Annapurna Maheshwari Chairperson Non- Executive Director 1 1
Mr. Abhinav Kumar Member Whole Time Director 1 1

Name and Designation of Compliance Officer: Ms. Swati Gupta, Company Secretary Status of the Investors/Shareholders Complaints:

(i) No. of complaints received during the year : finil

(ii) No. of complaints resolved during the year : finil

(iii) No. of complaints pending at the end of the year : finil

The Company has authorised to implement transfer, transmission and Demat of shares to the Share transfer Agent and to resolve the related problems.

18. 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 contribute significantly to its success. The Senior Management made presentations to familiarize the Independent Directors with the strategy 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.

19. Transactions with related parties

As specified under the provisions of section 188 of the Companies Act, 2013, the contracts and arrangement entered into with related parties were in ordinary course of business and on arms length basis. 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 transaction with related parties. Suitable disclosures as required are provided in AS 18 which forms part of the notes to 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.

20. Extract of annual return

As provided under Section 92(3) read with relevant Rules of the Companies Act, 2013, the extract of the annual return is given in Annexure II in the prescribed Form MGT-9, which forms part of this report.

21. Managerial Remuneration and particulars of employees

The Company has no employees, who is in receipt of remuneration of Rs. 8,50,000/- per month or 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 top ten employees in terms of remuneration drawn by them is enclosed as "Annexure-IV" to this report.

Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as "Annexure-V" to this report.

22. 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) is disclosed separately in the Annual Report as "Annexure VI"

23. 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, 2019, who was appointed in the AGM held in the year 2018 for a term of 5 years that is upto AGM to be held in the year 2023. The ratification of appointment of statutory auditor is not required as per the rst proviso of Section 139 (1) by the Companies (Amendment) Act, 2017 effective from 7th May, 2018 accordingly the ratification of appointment of Statutory auditor is not proposed.

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, Company Secretary, as Secretarial Auditors of the Company for the Financial Year 2018-19. The Secretarial Audit Report for FY 2018-19 is annexed herewith as Annexure "VII".

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, Chartered Accountant Firm (Registration No: 013559C) as Internal Auditors to conduct internal audit of the function and activities of the Company for the year 2018-19. The Audit Committee of the Board of Directors in consultation with the Internal Auditors, formulate the scope, functioning, periodicity and methodology for conducting the internal audit.

24. Statutory Auditors report and secretarial audit report

The Statutory Auditors report for the financial year ended 31st March, 2019 does not contain any qualification, reservation or adverse remark. The observations made by secretarial auditors are being taken care by the management.

The auditors report is self-explanatory and there are qualifications in their report made by the Statutory Auditors that Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets. No fraud u/s 143(12) was reported by the auditor.

25. Internal Control System and their Adequacy

As per Section 134(5)(e) of the Companies Act 2013, the Company has 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. Standard operating procedures are in place and have been designed to provide a reasonable assurance. 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.

26. Risk management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to Key business objectives. Major risks identified by the Board and systematically steps taken to mitigate on a continuous basis. The Companys internal control system is commensurate with the nature of its business and the size and complexity of operations.

27. 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 companys operations in future.

28. Provisions of Sexual Harassment of women

The provisions/requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act) and Rules made thereunder are being followed by the Company and the company is providing the proper environment of 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 constitution of Internal Complaints Committee under the Act. There were no cases/complaints led under this Act during the year.

29. Corporate Social Responsibility

As per the provisions of section and 135 of the Companies Act, 2013 Corporate Social Responsibility (CSR) is not applicable to the Company during the year under review so there are no disclosures required under section134 (3)(o) of the Companies Act, 2013.

30. Corporate Governance

Since the Companys Securities are listed on Emerge SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 the compliance with the corporate governance provisions as specified in Regulation 17 to 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 and Para C,D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Boards Report. Though, your Company has been practicing the principles of good corporate governance as it is committed to maintain the highest standards of Corporate Governance.

31. Other Disclosures

a) The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions are in line with the provisions of the section 177(9) of the Companies Act, 2013 read with regulation 22 of the Listing Regulations.

b) 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.

c) The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEB I(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 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 procedure for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the website of the Company at www.brandconcepts.in.

32. 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 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 future on the basis of subsequent developments, information or events.

Annexures forming part of Boards report

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report:

Annexure Particulars
I Related Party Transactions in AOC 2
II Extract of the Annual Return in Form MGT-9
III Policy on Directors appointment & Remuneration
IV Particulars of top ten Employees
V Managerial Remuneration as per Rule 5
VI Management Discussion And Analysis Report
VII Secretarial Audit Report

34. Human Resources and Industrial Relations:

Your Company has been able to operate efficiently because of developing culture of professionalism, integrity, dedication, commitments 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 is in place. We feel this is critical to enable us retain our competitive edge.

35. 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, bankers and other authorities.

The Directors also thank the Central and Government 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
Place: Indore
Dated: 28-08-2019 Prateek Maheshwari Abhinav Kumar
Managing Director Whole-Time Director
DIN- 00039340 DIN-06687880