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Brand Concepts Ltd.

BSE: 535042 Sector: Others
NSE: BCONCEPTS ISIN Code: INE977Y01011
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Brand Concepts Ltd. (BCONCEPTS) - Auditors Report

Company auditors report

INDEPENDENT AUDITOR'S OPINION

To the Members of

BRAND CONCEPTS LIMITED

Opinion

We have audited the accompanying financial statements of BRAND CONCEPTS LIMITEDwhich comprise the Balance Sheet as at 31st March 2019 and the Statement of Profit andLoss and the statement of cash flows for the year then ended and notes to the financialstatements including a summary of the significant accounting policies and otherexplanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at 31st March 2019 and its Profit and its cash flows for the year ended onthat date.

Basis of Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) as specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the ‘Code of Ethics' issued by the Institute of Chartered Accountantsof India together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have ful lled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion on the financialstatements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.For each matter below our description of how our audit addressed the matter is providedin that context.

We have determined the matters described below to be the key audit matters to becommunicated in our report. We have ful lled the responsibilities described in theAuditor's responsibilities for the audit of the financial statements section of ourreport including in relation to these matters. Accordingly our audit included theperformance of procedures designed to respond to our assessment of the risks of materialmisstatement of the financial statements. The results of our audit procedures includingthe procedures performed to address the matters below provide the basis for our auditopinion on the accompanying Standalone financial statements.

Brand Concepts Ltd.: 31.03.2019

Key Audit Matters How our audit addressed the Key Audit Matters
Rebates discounts and schemes Our procedures included the following Points:
The Company sells its products through various channels like modern trade distributors retailers institutions etc. and entered in to agreements with them. Policies related to rebates discounts and sales returns are applicable as per terms of agreement with such channels individually. Obtained an understanding from the management with regard to controls relating to recording of rebates discounts sales returns and tested the operating effectiveness of such controls.
The rebates/discounts are linked to sales which are given to the customers pursuant to schemes offered by the Company. There are large verity and complexity of terms with different customers and with regard to various products and schemes offered by the Company. Tested the approvals in context of rebates discounts and schemes to source data
Customers offer discounts schemes and rebates to the end customers from time to time at the behest of the Company as per understanding and approval by the Company. Tested credit notes issued to customers and payments/ credit made to them during the year and subsequent to the year-end along with the terms of the related schemes.
Our audit focused on this area because verification of claims by the customers pursuant to such schemes rebates and discounts in terms of contracts / agreements or approvals given by the Company have a bearing on correct recognition of revenue. Based on the above procedures we did not identify any significant variation in respect of rebates discounts and schemes.
The matter has been determined to be a key audit matter in view of the involvement of significant complexity of the transactions.

We have determined that there are no other key audit matters to communicate in ourreport.

Brand Concepts Ltd.: 31.03.2019

Information Other than the Financial Statements and Auditor's Report Thereupon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual Report 2018-19 but does notinclude the Standalone financial statements and our auditor's report thereon.

Our opinion on the Standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of standalone financial statements our responsibility isto read the other information and in doing so consider whether such other information ismaterially inconsistent with the standalone financial statements or our knowledge obtainedin the audit or otherwise appears to be materially misstated. If based on the work wehave performed we conclude that there is a material misstatement of this otherinformation; we are required to report that fact. We have nothing to report in thisregard.

Responsibilities of Management and Those Charged with Governance for the FinancialStatements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 (the Act) with respect to the preparation of thesefinancial statements that give a true and fair view of the financial position financialperformance and cash flow of the Company in accordance with the Accounting principlesgenerally accepted in India including the Accounting Standard specified under section 133of the Act. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provision of the Act for safeguarding of the assets of the companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the financial statements the Board of Directors is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessthe Board of Directors either intends to liquidate the Company or to cease operations orhas no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditors' Responsibility for the Audit of Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these Standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the Standalone financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(I) of theCompanies Act 2013 we are also responsible for expressing our opinion on whether thecompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

- Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

- Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's

Brand Concepts Ltd.: 31.03.2019

report to the related disclosures in the financial statements or if such disclosuresare inadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.

- Evaluate the overall presentation structure and content of the Standalone financialstatements including the disclosures and whether the Standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("theOrders") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013we give in the Annexure A a statement on thematters specified in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealtwith by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid financial statements comply with the AccountingStandards specified under section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2015.

(e) On the basis of the written representations received from the directors as on 31stMarch 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2019 from being appointed as a director in terms of section164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in Annexure B; and

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

(i) The Company does not have any pending litigations which would impact its financialposition.

(ii) The Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses.

(iii) There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund.

For MAHESHWARI & GUPTA

Chartered Accountants FRN- 006179C

CA. SUNIL MAHESHWARI

Partner (M. No. 403346)

Place: INDORE Date: 20th May2019

ANNEXURE A TO THE AUDITORS' REPORT

Referred to in paragraph 1 of our report of even date

1. a. The Company is in the process of completing fixed assets records showing fullparticulars including quantitative details and situation of fixed assets.

b. We are informed that fixed assets have been physically verified by the managementduring the year except those which have been placed at third party's premises and nodiscrepancy has been noticed on such verification. In our opinion frequency ofverification is reasonable having regard to the size of the company and the nature of itsassets.

c. There is no immovable asset held by the company requiring possession of title deed.

2 We are informed that the inventories have been physically verified by the managementduring the year frequency of which is reasonable. In our opinion and according to theinformation and explanations given to us the procedures of physical verification ofinventories followed by the management are reasonable and adequate in relation to the sizeof the company and the nature of its business. Discrepancies noticed on physicalverification were not material and the same have been properly dealt with in books ofaccounts.

3. As per information provided to us the company has not granted any loan secured orunsecured to companies firms Limited Liability partnership or other parties covered inthe register maintained under Section 189 of the Companies Act 2013hence provisions ofclauses 3(iii)(a) to (c) of the Order are not applicable.

4. There is no loan investment guarantee and security given by the company henceprovisions of section 185 & 186 of the companies act 2013are not applicable.

5. In our opinion and according to the information and explanations given to us thecompany has not accepted any deposits from the public during the year within the meaningof sections 73 to 76 or any other relevant provisions of the Companies Act and the Rulesframed there under.

6. As informed to us the company is not required to maintain cost records as specifiedby the Central Government U/s 148(1) of the Act.

7. a. According to the information and explanations given to us and the recordsexamined by us the Company has been generally regular in depositing with appropriateauthorities undisputed statutory dues including provident fund employees' stateinsurance income tax sales tax customs duty cess and other material statutory duesapplicable to it and there were no arrears of such statutory dues as on 31st March 2019for a period of more than six months from the date they became payable. b. According tothe information given the particulars of dues with appropriate authorities on account ofdispute are stated as below:

Name of Statue Nature of Dues Amount Period Forum
Sales Tax Act M.P. CST 34209 2009-2010TRIBUNAL APPEAL
Sales Tax Act M.P. CST 627055 2010-2011TRIBUNAL APPEAL
Sales Tax Act M.P. CST 263344 2011-2012TRIBUNAL APPEAL
Sales Tax Act M.P. CST 1194882 2012-2013TRIBUNAL APPEAL
Sales Tax Act M.P. CST 1376531 2015-2016APPEALATE AUTHRORITY
Sales Tax Act M.P. CST -1007180 2014-2015TRIBUNAL APPEAL
Sales Tax Act MAHARASTRA CST 827228 2009-2010APPEALATE AUTHRORITY

8. In our opinion and according to the information and explanations given to us thecompany has not defaulted in repayment of dues to a financial institution or bank.

9. According to information and explanations given to us the money raised by way ofinitial public offer and term loan has been applied for the purposes they were taken.

10. During the course of our examination of the books and records of the company ascarried in accordance with the auditing standards generally accepted in India we haveneither come across any instance of fraud by the company or on the company by itsOfficers or employees nor have we been informed of any such instance noticed or reportedby the management.

11. According to information and explanations given to us managerial remuneration hasbeen paid or provided in accordance with the requisite approvals mandated by the provisionof Section 197 read with schedule 5 to the Companies Act 2013.

12. The Company is not a nidhi Company.

13. According to information and explanations given to us transactions with relatedparties are in compliance with section 177 and 188 of the companies Act 2013 whereverapplicable and details have been disclosed in the financial statement as required by theapplicable accounting standard.

14. According to the information and explanations given to us and as per the recordsof the company examined by us the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review. Hence Clause 3 (xiv) is not applicable.

15. According to the information and explanations given to us the company has notentered into any non-cash transactions with directors or persons connected with them.

16. As informed to us Company is not required to be registered under section 45-IA ofthe Reserve Bank of India 1934.

For MAHESHWARI & GUPTA

Chartered Accountants FRN- 006179C

CA. SUNIL MAHESHWARI

Partner (M. No. 403346)

Place: INDORE Date: 20th May2019

ANNEXURE B To the Auditors' Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial control over financial reporting of BRANDCONCEPTS LIMITED (hereinafter referred to as ‘the Company')as at 31st March 2019in conjunction with our audit of the financial statements of the Company for the yearended on that date.

Management's Responsibility for Internal Financial Control

The Respective Board of Directors of the Company are responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India(‘ICAI'). These responsibilities include the design implementation and maintenanceof adequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2019 based on theinternal financial controls over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For MAHESHWARI & GUPTA

Chartered Accountants FRN- 006179C

CA. SUNIL MAHESHWARI

Partner (M. No. 403346)

Place: INDORE Date: 20th May2019

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