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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) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 35th Annual Report of the Company togetherwith its Audited Financial Statements for the Financial Year ("FY") ended 31stMarch 2020.

FINANCIAL AND OPERATIONAL RESULTS:

The Financial and Operational Results of the Company for the financial year ended 31stMarch 2020 as compared to the previous financial year is summarized below:

(Amount in Rs.)
Particulars 2019-20 2018-19
Gross Sales/ Income 4484772 2706663
Less: Expenses 541510 477626
Profit Before Tax 3943262 2229037
Less: Provision for Tax NIL NIL
Profit from continuing operations after tax (PAT) 3943262 2229037
Other Comprehensive Income 264504973 NIL
Total Comprehensive Income for the Financial Year 268448235 2229037
Total Reserves and Surplus 278332780 9884545
Transfer of Amount to Reserves NIL NIL

DIVIDEND:

With a view to conserve the resources of the Company your Directors have notrecommended any dividend for the FY 2019-20.

SHARE CAPITAL

There has been no change in the Share Capital of your Company during the financial yearunder review. As on 31st March 2020 the Paid-up Share capital of your Company stood atRs.9960000/- comprising 996000 Equity Shares of Rs. 10/- each fully paid.

DEPOSITS

The Company has not invited any deposits from public during the financial year underreview and as such no amount of principal or interest related thereto was outstanding ason 31st March 2020.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture and Associate Companies duringthe FY 2019-20.

INTERNAL FINANCIAL CONTROL SYSTEM OF COMPANY:

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

During the financial year no material weaknesses in the design or operation ofInternal Financial Control system were reported.

PARTICULARS OF CONTRACT(S)/ TRANSACTION(S)/ ARRANGEMENT(S) WITH RELATED PARTIES:

In terms of Section 188 of the Companies Act 2013 ("the Act") read withrules framed thereunder and as per Regulation 23 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (‘Listing Regulations') your Company hasformulated the policy on materiality of related party transactions and dealing withrelated party transactions. The same is uploaded on the website of your Company and may beaccessed at www.bentleycommercialent.in

During the year under review there were no transactions entered into by your Companywith any related party falling within the purview of Section 188 of the Act.

All Related Party Transactions as required under Ind AS 24 – Related PartyDisclosures are reported in Note 27 of Notes to Audited financial statements of yourCompany.

PARTICULARS OF LOANS ADVANCES & GUARANTEES GIVEN INVESTMENTS MADE OR SECURITIESPROVIDED AS PER SECTION 186 OF ACT:

Particulars of loans advances and investments made by the Company during FY 2019-20are stated under Note No. 4 and 5 in the Audited Financial Statements of the Company whichforms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Mr. Aditya Srivastava (DIN: 07250865) and Mr. Dipesh Sanghvi (DIN: 07274074) werere-appointed as Non-Executive Director Independent Directors of the Company for a secondterm of five years commencing from 31st August 2020 upto 30th August 2025 by theShareholders of the Company at the Annual General Meeting (AGM) held on 28th September2019.

Mr. Mahesh Bhagat resigned from the post of Chief Executive Officer of the Company witheffect from the close of business hours on 11th November 2019. The Board places on recordits appreciation for the services rendered by him during his tenure as the Chief ExecutiveOfficer of the Company.

Mr. Harish Gurav was appointed as the Chief Executive Officer of the Company witheffect from 11th February 2020 to hold office till attaining such retirement age asapplicable to the employees of the Company or as decided by the management. Further heresigned from the post Chief Executive Officer of the Company with effect from the closeof business hours on 25th June 2020.

Pursuant to the provisions of Section 152 of the Act Mr. Jayesh Bhansali (DIN:01062853) is liable to retire by rotation at the ensuing Annual General Meeting of theCompany and being eligible has offered himself for re-appointment.

The Company has received declarations from the Non-Executive Independent Directors ofthe Company confirming that they meet the criteria of Independence as prescribed underSection 149(6) of the Companies Act 2013 including rules made thereunder and Regulation16(1)(b) of Listing Regulations as amended from time to time.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Act and in relation to the audited Annual FinancialStatement of Company for the financial year ended 31st March 2020 the Board of Directorshereby confirm that:

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

b. Such accounting policies have been selected and applied consistently and the

Directors 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 on 31st March 2020 and of theprofit of the 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.

NON-APPLICABILITY OF CORPORATE GOVERNANCE PROVISIONS OF SEBI (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS 2015:

Pursuant to the provisions of Regulation 15(2) of Listing Regulations compliance withthe provisions 17 to 27 and clauses (b) to (i) of sub-regulation 46 and Para C D and E ofSchedule V of the Corporate Governance are not applicable to the Companies having paidup equity share capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25Crore as on the last day of previous financial year or on the Companies listed onSME Exchange.

In view of above as per the latest Audited Financial Statements of the Company as at31st March 2020 the paid-up Equity Share Capital and the Net Worth of the Company doesnot exceed the respective threshold limit of Rs. 10 Crore and Rs. 25 Crore as aforesaid;hence compliance with the aforementioned provisions of the Corporate Governance are notapplicable to the Company.

PARTICULARS OF REMUNERATION

The Company has constituted a ‘Nomination & Remuneration Committee' forassisting the Board in discharging its responsibilities relating to compensation of theCompany's Executive Directors and KMPs'/Senior level employees/personnel etc. wheneverdeemed necessary.

The Company has adopted a well-defined Nomination & Remuneration Policy forDirectors Key Managerial Personnel and other employees. The above policy is available onthe Company's website on www.bentleycommercialent.in.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and 92(3) of the Act (read with Rule 12of the Companies [Management and Administration] Rules 2014) the extracts of AnnualReturn in Form No. MGT-9 is attached as Annexure – A and forms part of thisAnnual Report.

DISCLOSURES RELATED TO BOARD AND ITS COMMITTEES:

A. Board Meetings/ Annual General Meeting and attendance of Directors:

The Board meeting is conducted at least once in every quarter to consider theperformance of the Company and approve and adopt the financial statements and othernecessary business matters. The Notice and Agenda of the business to be transacted at theBoard Meeting are circulated well in advance to the Board of Directors of the Company.Every Board Member is free to suggest the inclusion of any item on the agenda.

During FY 2019-20 4 (Four) Board Meetings of the Company were held on 29th May 201912th August 2019 11th November 2019 and 11th February 2020 respectively and themaximum gap between any two Board Meetings was always less than one hundred and twentydays.

Mr. Aditya Srivastava presided over the meetings of the Board as its Chairman.

Attendance of each Director at Board Meetings and previous Annual General Meeting (AGM)are as follows:

Sr. Name of the Directors No. No. of Board Meetings held during FY 2019-20 No. of Board Meetings attended Attendance at the previous AGM held on 28.09.2019
1 Mr. B. M. Bhansali 4 4 Yes
2 Mr. Jayesh B. Bhansali 4 4 Yes
3 Mr. Dipesh P. Sanghvi 4 4 Yes
4 Mrs. Meenakshi J. Bhansali 4 4 Yes
5 Mr. Aditya Srivastava 4 4 Yes

B. Committee(s) of Board of Directors:

The Company has constituted following Committees as per the applicable provisions ofthe Act and Listing Regulations w.e.f. 31st August 2015:

a. Audit Committee. b. Nomination and Remuneration Committee c. Stakeholders'Relationship Committee

The Company Secretary acts as the Secretary for all the Committees.

a. Audit Committee:

The composition of the Audit Committee along with attendance details of the CommitteeMembers at the meetings held during the financial 2019-20 was as under:

Sr. Name of the Member No No. of Meetings held during financial year 2019-20 No. of Meetings Attended
Mr. Aditya Srivastava
1 Chairman- Non-Executive Independent Director 4 4
Mr. Dipesh P. Sanghvi
2 Member- Non-Executive Independent Director 4 4
Mr. Jayesh B. Bhansali
3 Member- Non- Executive 4 4
Non – Independent Director

Mr. Aditya Srivastava is the Chairman of the Audit Committee. All the Members of theAudit Committee have adequate financial knowledge for interpreting the FinancialStatements of the Company.

During the year under review 4 (Four) Meetings of Audit Committee were held viz. on29th May 2019 12th August 2019 11th November 2019 and 11th February 2020respectively and the maximum gap between any two Audit Committee Meetings was always lessthan one hundred and twenty days.

The Committee acts as per the terms of reference specified under Regulation 18 readwith Part C of Schedule II of Listing Regulationsand Section 177 of the Act.

b. Nomination and Remuneration Committee (NRC):

The composition of the NRC along with attendance details of the Committee Members atthe meetings held during the FY 2019-20 was as under:

Sr. Name of the Member No. No. of Meetings held during FY 2019-20 No. of Meetings Attended
Mr. Dipesh P. Sanghvi
Chairman- Non-
1 2 2
Executive Independent
Director
Mr. Aditya Srivastava
2 Member- Non-Executive 2 2
Independent Director
Mr. Jayesh B. Bhansali
Member- Non-Executive
3 2 2
Non – Independent
Director

Mr. Dipesh P. Sanghvi is the Chairman of the NRC.

During the financial year under review 2 (Two) Meeting of Nomination and Remunerationwere held viz. on 12th August 2019 and 11th February 2020.

The Committee acts as per the Terms of Reference specified by Board from time to time. c.Stakeholders' Relationship Committee (SRC):

The composition of the SRC along with attendance details of the Committee Members atthe meetings held during the FY 2019-20 was as under:

Sr. No. Name of the Member No. of Meetings held during FY 2019-20 No. of Meetings Attended
1 Mr. Aditya Srivastava Chairman Non- Executive Independent Director 1 1
2 Mr. Dipesh P. Sanghvi Member- Non-Executive Independent Director 1 1
3 Mr. Jayesh B. Bhansali Member- Non-Executive Non – Independent Director 1 1

During the year under review the Company has not received any Investors' Grievances.No grievances were pending as on 31st March 2020.

During the year under review 1 (One) Meeting of SRC was held on 29th May 2019. Allthe members were present at the meeting.

The Committee acts as per the Terms of Reference specified by Board from time to time.

RISK MANAGEMENT POLICY:

The Board during FY 2019-20 observed no eminent risk for the Company which canthreaten its existence. However the Company has a Risk Management Policy in place asapproved by the Board for curbing the elements of risk(s) identified with respect to theoperations/ activities of the Company.

The above policy is available on the Company's website on www.bentleycommercialent.in

STATUTORY AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Act M/s Azad Jain & CompanyChartered Accountants Mumbai (FRN-006251C) were appointed as Statutory Auditors of theCompany at the 32nd AGM held on 26th September 2017 to hold office up to the conclusionof 37th AGM on the remuneration to be determined by the Board of Directors subject toratification of their re-appointment in each ensuing AGM.

Further Ministry of Corporate Affairs vide notification dated 7th May 2018 dispensedwith the requirement for ratification of appointment of Statutory Auditors by Members atevery AGM. Accordingly no resolution is proposed for ratification of appointment ofStatutory Auditors at this AGM.

The Report given Statutory Auditors on Audited Financial Statement of the Company forthe financial year ended 31st March 2020 forms part of this Annual Report. There is noreservation(s) qualification(s) or adverse remark(s) made by the Auditor in their report.

SECRETARIAL AUDITORS:

In terms of the provisions of Section 204 of the Act M/s Rathi & AssociatesPracticing Company Secretaries Mumbai (FRN-P1988MH011900) were appointed as SecretarialAuditors by the Board to conduct the secretarial audit of the Company for FY 2019-20.

The Secretarial Audit Report as issued by the Secretarial Auditors in Form No. MR-3for the financial year 2019-20 is attached as Annexure - B and forms part of thisBoard's Report. The said Secretarial Audit Report was devoid of any observation(s)reservation(s) qualification(s) or adverse remark(s).

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THE DATE OF THEREPORT.

No material changes and commitments have occurred between the end of the financial yearand date of this Annual Report which could affect the Company's financial position.

PERFORMANCE EVALUATION OF CHAIRMAN DIRECTOR(S) INCLUDING INDEPENDENT DIRECTORSCOMMITTEE(S) AND BOARD:

In accordance with the provisions of the Act and Listing Regulations your Company hasformulated the criteria for performance evaluation of all the Directors includingIndependent Directors the Board and its Committees and the Chairman. The annualevaluation process has been carried through oral assessment as well as collectivefeedback.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The requirements of disclosures pursuant to Section 134(3)(m) of the Act read with Rule8 of the Companies (Accounts) Rules 2014 in respect of conservation of energy technologyabsorption foreign exchange earnings and outgo etc. are not applicable to the Company asit is not involved in any manufacturing process/ activity.

During the financial year under review there was no foreign exchange earnings andoutgo.

GENERAL DISCLOSURES:

No disclosure(s) or reporting(s) is required in respect of the following items asthere were no transaction(s)/ activity(ies) pertaining to these matters during financialyear 2019-20:

a. No significant or material orders were passed by the Regulators Courts or

Tribunals which impact the going concern status and Company's operations in future.

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

2019-20.

c. There have been no instances of fraud reported by the Statutory Auditors under

Section 143(12) of the Act and Rules framed there under either to the Company or to theCentral Government.

d. Pursuant to the provisions of Sexual Harassment of Women at Workplace

(Prevention Prohibition and Redressal) Act 2013 no case pertaining to sexualharassment at workplace has been reported to Company during financial year 2019-20.

e. Management Discussion and Analysis Report carries no eminence in the case of theCompany as it does not carry out any substantive business activity calling for any suchmanagement discussion and business analysis.

f. The Corporate Social Responsibility (CSR) regulations were not applicable to

Company as it did not qualify the criteria/ threshold limit(s) as prescribed pursuantto Section 135 of the Act.

OTHER DISCLOSURES:

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

a. Certificate under regulation 17(8) of Listing Regulations issued by the CEO and

CFO of the Company with regard to certification on Audited Financial Statements of theCompany for financial year 2019-20 is also attached vide Annexure - C and formspart of this Report.

b. The Company has laid down the Code of Conduct for all Board Members and

Senior Management personnel of the Company in accordance with the provisions ofRegulation 17(5) of Listing Regulations and the said Code is also available on the websiteof the Company at www.bentleycommercialent.in . The declaration from the Director(s) ofthe Company related to the compliance of aforesaid Code of Conduct is also attached vide Annexure- D and forms part of this Annual Report.

ACKNOWLEDGEMENT AND APPRECIATION:

The Board would like to place their sincere appreciation for the assistancecoordination and cooperation received from the Banks Statutory Authorities and allStakeholders.

Place: Mumbai

For and on Behalf of the Board of Directors

Date: 25th June 2020
Babulal M. Bhansali Jayesh B. Bhansali
Non-Executive Non – Non-Executive Non –
Independent Director Independent Director
(DIN: 00102930) (DIN: 01062853)
Registered Office Address:
Bhansali House A-5 Off Veera Desai Road
Andheri (West) Mumbai – 400 053