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Bentley Commercial Enterprises Ltd.

BSE: 512195 Sector: Financials
NSE: N.A. ISIN Code: INE496M01017
BSE 05:30 | 01 Jan Bentley Commercial Enterprises Ltd
NSE 05:30 | 01 Jan Bentley Commercial Enterprises Ltd

Bentley Commercial Enterprises Ltd. (BENTLEYCOMMERC) - Auditors Report

Company auditors report

To

The Members of

Bentley Commercial Enterprises Limited Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of BentleyCommercial Enterprises Limited ("the Company") which comprise the Balance Sheetas at 31s March 2022 the Statement of Profit and Loss including OtherComprehensive Income the Cash Flow Statement the Statement of Changes in Equity for theyear ended on that date and a summary of the significant accounting policies and otherexplanatory information.

Opinion

2. In our opinion and to the best of our information and according to the explanationsgiven to us the accompanying standalone financial statements give the informationrequired by the Companies Act 2013 ("the Act") in the manner so required andgive a true and fair view in conformity with Section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 as amended ("Ind AS") andother accounting principles generally accepted in India of the state of affairs of theCompany as at 31st March 2022 the Loss total comprehensive income changesin equity and its cash flows for the year ended on that date.

Basis of Opinion

3. We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (SAs) specified under Section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Financial Statements Section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India together with the ethical requirementsthat are relevant to our audit of the financial statements under the provisions of the Actand the Rules thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for our opinionon the standalone financial statements.

Key Audit Matters

4. Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current year.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon we do not provide a separateopinion on these matters. We have determined the matters described below to be the keyaudit matters to be communicated in our report.

Sr. No. Key Audit Matter Auditor's Response
1 Nil

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

5. The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the Board'sReport including Annexures to Board's Report and Shareholder's Information 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 the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

6. The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance includingother comprehensive income cash flows and changes in equity of the Company in accordancewith the accounting principles generally accepted in India. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and design implementationand maintenance of adequate internal financial control that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

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

Auditor's Responsibility for the Audit of the Standalone Financial Statements

7. 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 standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under Section143(3)(i) of the Act 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 reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting 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 report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent 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 standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when 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 & regulatory Requirements

8. As required by the Companies (Auditor's Report) Order 2020 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act and on the basisof such checks of the books and records of the Company as we considered appropriate andaccording to the information and explanations given to us we give in the Annexure I astatement on the matters specified in paragraphs 3 and 4 of the Order.

9. 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 (including other comprehensiveincome) the Cash Flow statement and the Statement of Changes in Equity dealt with by thisreport are in agreement with the books of account.

d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act.

e) On the basis of written representations received from the Directors as on 31stMarch 2022 taken on record by the Board of Directors none of the directors aredisqualified as on 31st March 2022 from being appointed as a Director in termsof Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial control over financialreporting of the Company and the operative effectiveness of such controls refer to ourseparate report in "Annexure II".

g) With respect to the matters to be included in the Auditor's Report in accordancewith the requirements of Section 197(16) of the Act as amended:

In our opinion and to the best of our information and according to the explanationgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of Section 197 of the Act.

h) With respect to the other matters included in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to ourbest of our information and according to the explanations given to us :

i. The Company does not have any pending litigation.

ii. The Company does not have any long-term contracts including derivatives contractsfor which there were any material foreseeable losses.

iii. There are no amounts required to be transferred to the Investor Education andProtection Fund by the Company.

iv. As per the management representation we report

(a) no funds have been advanced or loaned or invested by the company to or in any otherperson(s) or entities including foreign entities ("Intermediaries")with theunderstanding that the intermediary shall whether directly or indirectly lend or invest inother persons or entities identified in any manner by or on behalf of the company(Ultimate Beneficiaries) or provide any guarantee security or the like on behalf of theUltimate beneficiaries.

(b) no funds have been received by the company from any person(s) or entitiesincluding foreign entities ("Funding Parties")with the understanding that thesuch company shall whether directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the funding party(Ultimate Beneficiaries) or provide guarantee security or the like on behalf of theUltimate beneficiaries.

(c) Based on the audit procedures performed we report that nothing has come to ournotice that has caused us to believe that the representations given under sub-clause (i)and (ii) of Rule 11(e) by the management contain any material mis-statement.

i) Since the company has not declared or paid any dividend during the year thequestion of commenting on

whether dividend declared or paid is in accordance with Section 123 of the Act does notarise.

For and on behalf of Azad Jain & Co Chartered Accountants F.R. No.: 006251C
Place : Mumbai Dated : 10th May 2022 UDIN NO: 22400600AIRWWC1925 Rishabh Verdia Partner M.No.: 400600

ANNEXURE I TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 8 under the heading of "Report on Other Legal andRegulatory Requirements" Section of our report of even date)

1 (a) The provisions of clause 3 (i) (a) (b) (c) (d) of the Order is not applicableto the Company since the

Company does not have any Fixed Assets.

(b) There has been no proceedings initiated or pending against the Company for holdingany benami property under the Benami Transactions (Prohibition) Act 1988 (45 of 1988) andrules made thereunder hence the provisions of Clause 3 (i) (e) of the Order is notapplicable to the Company

2 The provisions of clause 3(ii) of the Order is not applicable to the Company sincethe Company does not have any inventory of goods.

3. In our opinion and according to the information and explanations given to us theCompany has not made investment in provided any guarantee or security or granted anyloans or advances in the nature of loans secured or unsecured to subsidiaries jointventure and associates. The company has also not made investment in provided anyguarantee or security or advances in the nature of loans secured or unsecured toCompanies Firms Limited Liability Partnerships and other parties. Hence paragraphs (a)(b) (c) (d) (e) & (f) of Clause 3 (iii) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us theCompany has not granted any loans or provided any guarantees or security in respect of anyloans to any party covered under Section 185 of the Act. In respect of Investments made inbody corporate by the Company the provisions of Section 186 of the Act has been compliedwith.

5. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits within the meaning of Section 73 74 75 and 76 ofthe Act and the ruled framed thereunder to the extent notified.

6. The provisions of clause 3(vi) of the Order are not applicable to the Company as theCompany is not covered by the Companies (Cost Records & Audit) Rules 2014.

7. a) In our opinion and according to the information and explanations given to usundisputed statutory dues

including Provident Fund Employees' State Insurance Income Tax Custom Duty CessGST and any other statutory dues have been generally regularly deposited in time with theappropriate authorities and there are no undisputed statutory dues payable at the year endfor a period of more than six months from the date they became payable.

b) In our opinion and according to the information and explanations given to us thereare no dues outstanding in respect of Income Tax Custom Duty GST and any other statutorydues on account of any dispute.

8. According to the information and explanations given by the management and based onthe procedures carried out during the course of our audit we have not come across anytransactions not recorded in the books of account and which have been surrendered ordisclosed as Income in the tax assessments under the Income Tax Act 1961.

9. The Company has not taken any loans or borrowings from financial institutions banksand government or has not issued any debentures. Hence paragraphs (a) (b) (c) (d) (e)& (f) of Clause 3 (ix) of the Order are not applicable.

10. The Company has not raised money by way of initial public offer or further publicoffer (including debt instruments) and has not availed and term loans during the yearunder audit. Hence the provision of clause 3 (x) of the Order is not applicable to theCompany.

11. (a) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to information and explanations given to us no material fraud by the company oron the company has been noticed or reported during the course of our audit. Hence theprovisions of Clause 3 (xi) of the Order is not applicable to the Company.

(b) There has been no report filed under sub-Section (12) of Section 143 of the Act bythe auditors as prescribed under rule 13 of Companies (Audit and Auditors) Rules 2014with the Central Government.

(c) As represented to us by the management there were no whistle blower complaintsreceived during the year under audit.

12. In our opinion and according to information and explanations given to us theCompany is not a Nidhi Company hence the provisions of Clause 3 (xii) of the Order is notapplicable to the Company.

13. In our opinion and according to information and explanations given to ustransactions with related parties are in compliance with Section 177 and 188 of Actwherever applicable and details of such transactions have been disclosed in the FinancialStatements as required by the applicable accounting standards.

14. a) The company has an Internal audit system commensurate with the size and natureof its business;

b) The reports of the Internal Auditors are considered by the statutory auditor whilepreparing the Audit report.

15. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not entered into any non-cashtransactions with directors or persons connected with him. Hence the provisions of Clause3 (xv) of the Order is not applicable to the Company.

16. According to information and explanations given to us the Company is not requiredto be registered under Section 45-IA of the Reserve Bank of India Act 1934. Accordinglythe provisions of Clause 3 (xvi) of the Order are not applicable to the Company.

17. The Company has not incurred any cash losses during the current financial year andin the immediately preceding financial year and hence the provision of Clause 3 (xvii) isnot applicable to the company.

18. There has not been any resignation of the Statutory auditors during the year. Hencethe provision of Clause 3 (xviii) is not applicable to the company.

19. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company no material uncertainty exists as on the dateof the audit report that Company is not capable of meeting its liabilities existing at thedate of balance sheet as and when they fall due within a period of one year from thebalance sheet date based on the financial ratios ageing expected dates of realisationof financial assets payment of financial liabilities other information accompanying thefinancial statements the auditor's knowledge of the Board of Directors and managementplans. We further state that our reporting is based on the facts up to the date of auditreport and we neither give any guarantee nor any assurance that all liabilities fallingdue within a period of one year from the balance sheet date will get discharged by thecompany as and when they fall due.

20. According to the information and explanations given to us and on the basis of ourexamination of the records the Company was not required to spend any amount underCorporate Social Responsibility (CSR) as prescribed under Section 135 of the Act;

21. On the basis of our examination of the books and records of the Company thepreparation of consolidated financial statements is not applicable to the company.

For and on behalf of Azad Jain & Co Chartered Accountants F.R. No.: 006251C
Place : Mumbai Dated : 10th May 2022 UDIN NO: 22400600AIRWWC1925 Rishabh Verdia Partner M.No. : 400600

Annexure-II

Annexure to the Independent Auditor's Report of even date on the standalone financialstatements of Bentley Commercial Enterprises Limited on the Internal Financial Controlsunder clause (i) of Sub- Section 3 of Section 143 of the Companies Act 2013 ("theAct")

We have audited the internal financial controls over financial reporting of BentleyCommercial Enterprises Limited as of 31st March2022 in conjunction with our audit ofthe standalone financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Act.

Auditor's 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 the Institute ofChartered Accountants of India and deemed to be prescribed u/s 143 (10) of the Act to theextent applicable to an audit of internal financial controls both applicable to an auditof internal financial controls and both issued by the Institute of Chartered Accountantsof India. 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 system over financial reportingincluded obtaining an understanding of internal financial controls system over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedure selected depends upon the auditor's judgment including the assessment of therisks of material 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 transaction 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 31st March 2022 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India.

For and on behalf of Azad Jain & Co Chartered Accountants F.R. No.: 006251C
Place : Mumbai Dated : 10th May 2022 UDIN NO: 22400600AIRWWC1925 Rishabh Verdia Partner M.No.: 400600

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