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Bentley Commercial Enterprises Ltd.

BSE: 512195 Sector: Financials
NSE: N.A. ISIN Code: INE496M01017
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Bentley Commercial Enterprises Ltd. (BENTLEYCOMMERC) - Director Report

Company director report

Dear Member(s)

Your Directors are pleased to present the Annual Report on the business and operationsof the Company together with its Audited Financial Statements for the year ended 31stMarch 2015.

1. FINANCIAL AND OPERATIONAL RESULTS:

a. Financial Results:

Financial and Operational Results of the Company for the year ended 31stMarch 2015 as compared to the previous financial year is summarized below:

Particulars Current F.Y. ended on 31st March 2015 Previous F.Y. ended on 31st March 2014
Gross Sales/ Total Income 9.06.504 9.05.004
Less: Expenses 2.95165 240545
Profit/ (Loss) before Tax 6.11.339 6.64.459
Less: Provision for Tax NIL 1 NIL
Net Profit/ (Net Loss) after Tax 611339 664459
Total Reserves and Surplus 5164683 4553344

b. Dividend:

Your Directors have not recommended any dividend for the year under review with a viewto conserve the resources of Company.

2. INTERNAL FINANCIAL CONTROL SYSTEM OF COMPANY:

Adequate Internal Financial Control system commensurating with the nature of theCompany's business size and complexity of its operations are in place and has beenoperating satisfactorily and effectively.

During the year no material weaknesses in the design or operation of InternalFinancial Control system were reported.

3. PARTICULARS OF CONTRACT(S)/ ARRANGEMENTS WITH RELATED PARTIES:

The Related Party Contract(s)/ Transaction(s) entered by the Company during fiscal2014- 15 were in its ordinary course of business and on arm's length basis. There were nomaterially significant related party contract(s)/transaction(s)/ arrangement(s) entered bythe company with the Related Parties which may have a potential conflict with the interestof company. The related party transaction(s) have been placed before the Board for seekingtheir approval whenever required.

Since the Related Party Transactions (RPTs) entered into by the Company were inordinary course of business and were on arm's length basis so Form AOC-2 is notapplicable. However the details of RPTs as required pursuant to respective AccountingStandards are stated in the Note No. 20 of Audited Financial Statements of Companyforming part of this Annual Report.

4. PARTICULARS OF LOANS. ADVANCES & GUARANTEES/ SECURITIES GIVEN. INVESTMENTS MADE:

During the Financial Year 2014-15 Company has not given/ provided any guarantee/ loan/advances/ security; however it has made investment of Rs 1881478/- for purchasing of100000 Equity Shares.

Particulars of aforesaid investment made by company are stated at Note No. 6 of theAudited Financial Statement of Company as annexed to this Annual Report.

5. MATTERS RELATED TO CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL AND DECLARATIONBY INDEPENDENT DIRECTORS:

a. Directors (Including Woman Director) and Key Managerial Personnel:

During the F.Y. 2014-15 Mr. L. M. Bhansali (DIN: 01113211) resigned from the Company'sBoard w.e.f. 9th August 2014 due to his other pre-occupations. Further duringthe year the members of the Company in their Annual General Meeting (AGM) held on 30thSeptember 2014 approved the appointment of Ms. Meenakshi J. Bhansali (DIN: 06936671) asa Director/ Woman Director of Company.

In terms of provisions of Section 149 of the Companies Act 2013 Mr. Aditya Srivastava(DIN: 07250865) and Mr. Dipesh P. Sanghvi (DIN: 07274074) were inducted by the Board asAdditional Directors of company viz. Non Executive-Independent Category w.e.f. 31stAugust 2015. They will hold office upto the date of ensuing Annual General Meeting ofCompany subject to their proposed .appointment as an Independent Director in ensuingAnnual General Meeting.

Mr. B. M. Bhansali (DIN: 00102930) Director of Company shall retire by rotation at theensuing AGM and being eligible offers himself for re-appointment

The following persons have been appointed as Key Managerial Personnel (KMPs) of Companyon 31st August 2015 on honorary basis:

i. Mr. Mahesh Bhagat Manager;

ii. Ms. Sunanda Kadam Chief Financial Officer (CFO)

Ms. Charmi Thakkar was appointed as Company Secretary of the Company w.e.f. 29th May2015 on honorary basis; however she resigned from the Company w.e.f. 31st August2015. Mr. Amit Pandey has been appointed as Compliance Officer of the Company w.e.f. 31stAugust 2015 on honorary basis.

b. Declaration by Independent Directors:

The Company has received declaration from all the Independent Directors of Companyconfirming that they meet the criteria of Independence as prescribed pursuant to theprovisions of Section 149(6) of the Companies Act 2013.

6. REPORT ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES:

Pursuant to Section 129(3) of Companies Act 2013 read with Rule 5 of Companies(Accounts) Rules 2014 your Company does not have any subsidiary Company during F.Y.2014-15; however it has one Associate Company viz. Speedage Commercials Limited having itsRegistered Office at Bhansali House A-5 Off Veera Desai Road Andheri (West) Mumbai-400 053.

The Report on the performance of aforesaid Associate Company is separately attachedwith this Annual Report in Form No. AOC-1 forming part of the Audited Financial Statementof Company for 2014-15.

7. DISCLOSURES RELATED TO BOARD:

(a) Constitution of Board:

The total strength of the Company's Board is 5 Directors and all the Directors are NonExecutive Directors out of which 2 Directors are Independent Directors..The Chairman ofthe Board is a Non Executive - Independent Director. All the members of the Board arecompetent and have the expertise in their respective disciplines to deal with themanagement functions of the company.

(b) Board Meetings and attendance of Directors:

The Board meeting is conducted at least once in every quarter to consider amongst otherbusinesses the performance of the Company and Quarterly Financial Results. The Board alsomeets to consider the other necessary matters from time to time. Agenda of the business tobe transacted at the Board Meeting alongwith explanatory notes thereto are drafted andcirculated well in advance to the Board of Directors of the Company. Every Board Member isfree to suggest the inclusion of any item on the agenda.

During the F.Y. 2014-15 Board met five times viz. 30th May 2014 9thAugust 2014 11th September 2014 11th November 2014 and 11thFebruary 2015. The previous AGM of the Company was held on Tuesday 30thSeptember 2014 at 10:30 A.M.

Attendance of each Director at Board Meetings during the F.Y. 2014-15 and previousAnnual General Meeting (AGM) was as follows:

SN Name of the Directors No. of Board Meetings held during tenure No. of Board Meetings Attended Attendance at AGM held on 30th September 2014
1. Mr. B. M. Bhansali 5 5 Yes
2. Mr. Jayesh B. Bhansali 5 5 Yes
3. * Mr. L. M. Bhansali 1 1 N/A
4. *Ms. Meenakshi J. Bhansali 4 4 YES

Note:

1. *Mr. L. M. Bhansali resigned from the Directorship of the Company w.e.f. 9th August2014 so he attended only one Board Meeting and has not attended General Meeting duringthe Financial Year 2014-15.

2. *Ms. Meenakshi J. Bhansali was appointed on the Board of the Company w.e.f. 9thAugust 2014.

3. Mr. Aditya Srivastava and Mr. Dipesh P. Sanghvi were appointed as AdditionalDirector (Non-Executive Independent Category) w.e.f. 31st August 2015.

(c) Committee(s) of Board of Directors:

The Company has constituted following Committees as per the requirement of CompaniesAct 2013:

a. Audit Committee.

b. Nomination and Remuneration Committee (NRC)

c. Stakeholders' Relationship Committee (SRC)

(i) Audit Committee:

The Company has constituted Audit Committee w.e.f. 31st August 2015 and itscomposition is as hereunder:

SN Name of the Member Category of Members
1. Mr. Aditya Srivastava Chairman Non-Executive Independent Director
2. Mr. Dipesh P. Sanghvi Non-Executive Independent Director
3. Mr. Meenakshi J. Bhansali Non-Executive Director

All the Members of the Audit Committee are capable of analyzing the FinancialStatements of company.

The Committee members are free to invite any other concerned officer of the Company inthe meeting.

The Committee acts as per the terms of reference specified under Section 177(4) of theCompanies Act 2013 and as may be specified by Board from time to time.

(ii) Nomination and Remuneration Committee (NRC):

The Company has re-constituted Nomination and Remuneration Committee (NRC) w.e.f. 31stAugust 2015 and its composition is as hereunder:

SN Name of the Member Category of Members
1. Mr. Dipesh P. Sanghvi Chairman Non-Executive Independent Director
2. Mr. Aditya Srivastava Non-Executive Independent Director
3. Ms. Meenakshi J. Bhansali Non-Executive Director

# Mr. B.M. Bhansali and Mr. Jayesh B. Bhansali resigned from Nomination ancRemuneration Committee w.e.f. 31st August 2015.

All the 3 members of the Nomination and Remuneration Committee are Non- ExecutiveDirectors and 2 of them are Independent Directors forming majority of the Committee.

The Company does not have any paid employee; hence formulation of remuneration policyis not applicable in the case of Company.

The Committee acts as per the terms of reference specified by Board from time to timeand/ or the Rules/ Regulation as may be applicable.

(iii) Stakeholders' Relationship Committee:

The Company has constituted Stakeholders' Relationship Committee w.e.f. 31st August2015 as per the requirement of the provision of Section 178(5) of the Companies Act 2013and its constitution is as hereunder:

SN Name of the Member Category of Members
1. Mr. Aditya Srivastava Chairman Non-Executive Independent Director
2. Mr. Jayesh B. Bhansali Promoter and Non-Executive Director
3. Mr. Meenakshi J. Bhansali Non-Executive Director

The Committee acts as per the terms of reference specified by Board from time to timeand/ or the Rules/ Regulation as may be applicable.

8. COMPANY POLICIES:

i. Vigil Mechanism/ Whistle Blower Policy:

Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 the Board of Directors approved the Policyon Vigil Mechanism/ Whistle Blower pursuant to which Whistle Blower(s) can raise theirconcern(s) in relation to reportable matter(s) (as defined in said Policy) and the same isalso hosted on the website of the Company viz. www.bentlevcommercialent.net This Policyinter-alia provides a direct access to the Chairman of the Audit Committee wheneverexceptionally required and no complaints has been received so far.

ii. Risk Management Policy:

The Board has approved a Risk Management Policy consisting of some risk elementsidentified with respect to the operations/ activities of company; however the Board hasnot observed any eminent risk on company which can threaten its existence.

9. PERFORMANCE EVALUATION OF CHAIRMAN. PIRECTORfS). COMMITTEE(S) AND BOARD:

The Board as a whole was evaluated on basis of their attendance in the meetings ofCompany quality and kind of interaction/ participation during the meetings and the inputsetc. while taking business decision(s) etc. and it was found functioning satisfactorily.

10. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

During the year under review there were no paid employee in the Company hence thedisclosure required pursuant to Section 197(12) of the Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isnot applicable to the Company.

11. AUDITORS AND THEIR REPORTS:

The matters related to Auditors and their Reports are as under:

a. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s B. L. Dasharda & Associates CharteredAccountants Mumbai (Firm Registration No. 112615W) the Statutory Auditors of Companywill hold office upto the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment as they have confirmed their eligibility to the effect that iftheir re-appointment is made by members in the ensuing Annual General Meeting it shall bewithin the prescribed limits and they are not disqualified for such appointment.

Necessary resolution for appointment of the said Auditors is included in the Notice ofAGM for seeking approval of members.

b. Auditors' Report:

The observations made by the Statutory Auditors in their Audit Report read with therelevant notes thereof as stated in the Notes to the Audited Financial Statement ofCompany for the Financial Year ended 31st March 2015 are self explanatory andbeing devoid of any reservation(s) qualification(s) or adverse remark(s) does not callfor any further information(s)/ explanation(s) or comments from the Board under Section134(3) of the Companies Act 2013.

c. Secretarial Auditors:

In terms of the provisions of Section 204 of the Companies Act 2013 M/s Rathi andAssociates Practicing Company Secretaries Mumbai have been re-appointed by the Board asSecretarial Auditors of Company for the financial year 2015-16.

d. Secretarial Audit Report:

Secretarial Audit Report issued by M/s Rathi & Associates Practicing CompanySecretaries in Form No. MR-3 for the financial year 2014-15 is annexed herewith vide.Annexure A and forms part of this Board Report. The said Secretarial Audit Report hasfollowing reservation(s) which is explained/ replied as hereunder pursuant to theprovisions of Section 134(3) of the Companies Act 2013:

i. The Company has not appointed any Internal Auditor because it has very minisculeoperational activity; hence no Internal Auditors were ready to serve the Company; howeverwith the constant effort of Board M/s M. R. V & Associates Chartered Accountantshave consented to serve the Company so they have been appointed as its Internal Auditorsw.e.f. 29th May 2015. Therefore the requirement under Section 138(1) stand Rscomplied.

ii. During the Financial year 2014-15 the Company has not given or provided for anyLoan/ Guarantee/ Security etc.; however the Company has invested only an amount of ^2100000/- for purchase of 100000 Equity shares which is well within the permittedlimit of 60% of the Paid-up share capital and free reserves of the Company for the saidfinancial year. The Company will initiate to obtain requisite approval of members underSection 186 of Companies Act 2013 suitably whenever required. This is to state furtherthat Company has already obtained approval of members by way of Special Resolution underSection 372A of Companies Act 1956 through Postal Ballot on 16th January 2014for an aggregate amount not t 3500000000 (Rupees Three Hundred and Fifty Crore Only)with respect to Companies Loan/ Guarantee/ Security etc.

iii. The Company has appointed Mr. Aditya Srivastava (DIN: 07250865) and Mr. Dipesh P.Sanghvi (DIN: 07274074) as Independent Directors of Company w.e.f. 31st August2015 and Mr. Aditya Srivastava has also been appointed as the Chairman of Board w.e.f. 31stAugust 2015. So the Composition of the Board pursuant to the provisions of Section 149of the Companies Act 2013 stands complied.

The Company has appointed Mr. Mahesh Bhagat as Manager of Company and Ms Sunanda Kadamas Chief Financial Officer (CFO) of the Company w.e.f. 31st August 2015 onhonorary basis. Further Ms. Charmi Thakkar was appointed as Company Secretary andCompliance Officer of Company w.e.f. 29th May 2015 on honorary basis; howevershe resigned from the said designation w.e.f. 31st August 2015 and Mr. AmitPandey was appointed in her place as Compliance Officer of the Company w.e.f. 31stAugust 2015. Company is vigilant to appoint Company Secretary in due course in order tocomply with all the requirements of Key Managerial Personnel (KMPs).

The Company has constituted Audit Committee w.e.f. 31st August 2015 and hasre-constituted Nomination and Remuneration Committee w.e.f. 31st August 2015;consisted of requisite number and category of Directors hence the requirement of formingCommittees under Section 177 and Section 178 of the Companies Act 2013 stands complied.Further the Company has also constituted the Stakeholders' Relationship Committee w.e.f.31st August 2015 to address the grievances/ matters of members wheneverrequired.

12. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:

a. Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) and 92 (3) of the Companies Act 2013(read with Rule 12 of the Companies [Management and Administration] Rules 2014) theextracts of Annual Return is annexed herewith vide Annexure B in Form No. MGT- 9 and formsan integral part of this Board Report.

b. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:

The requirements of disclosures pursuant to Section 134(3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect of conservationof energy technology absorption foreign exchange earnings and outgo etc. are notapplicable to the Company as the Company is not involved in any manufacturing process/activity.

During the year under review there was no foreign exchange earnings and outgo.

13. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions pertaining to these matters during F.Y.2014-15:

a. Details relating to deposits covered under Chapter V of the Companies Act 2013.

b. Issue of equity shares with differential rights as to dividend voting or otherwise.

c. Issue of shares (including sweat equity shares and ESOS) to employees of the Companyunder any scheme.

d. Instances with respect to voting rights not exercised directly by employees of theCompany.

Your Directors further state that:

e. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

a. Except as disclosed elsewhere in this report no material changes and commitmentswhich could affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this Annual Report.

b. There has been no change in the nature of business of company during F.Y. 2014-15.

c. Pursuant to the provisions of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 no case pertaining to sexual harassment at workplacehas been reported to company during F.Y. 2014-15.

d. There was no revision of the financial statements of company related to FinancialYear 2014-15.

e. The provisions of Corporate Governance as stipulated in the Listing Agreement arenot applicable to the Company pursuant to SEBI Circular No. CIR/CFD/POLICY CELL/7/2014dated 15th September 2014 as the Paid- up share capital and Net worth ofCompany was below Rs 10 crores and Rs 25 crores respectively as on 31st March2015.

f. The Corporate Social Responsibility (CSR) regulations were not applicable to companyas it did not qualify the criteria/ threshold limit(s) as prescribed pursuant to Section135 of the Companies Act 2013.

14. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 ("the Act") and inrelation to the audited Annual Financial Statement of Company for the year ended 31stMarch 2015 the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of Company as at 31st March 2015and of the profit of Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets ofCompany and for preventing and detecting fraud and other irregularities;

d. the annual accounts of Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by Company and thatsuch internal financial controls are adequate and were operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of lawsapplicable to the company and that such systems were adequate and operating effectively

15. ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors would like to place their heartfelt thanks and sincere appreciation forthe assistance co-ordination and cooperation received from the Banks GovernmentStatutory Authorities Customers Vendors and all Stakeholders who extended their constantpatronage and support to Company in its growth as ever.

For and on Behalf of the Board
Sd/- Sd/-
B. M. Bhansali Jayesh B. Bhansali
Place: Mumbai Director Director
Date: 31st August 2015 (DIN:00102930) (DIN: 01062853)

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