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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 Member(s)

Your Directors are pleased to present the Annual Report of the Company together withits Audited Financial Statements for the year ended 31st March 2017.


a. Financial Results:

Financial and Operational Results of the Company for the year ended 31st March 2017 ascompared to the previous financial year is summarized below:

Particulars Current financial year ended on 31.03.2017 Previous financial year ended on 31.03.2016
Gross Sales/ Income 920604 991164
Less: Expenses 368525 439002
Profit/ (Loss) Before Tax 552079 552162
Less: Provision for Tax NIL NIL
Net Profit/ (Net Loss) After Tax 552079 552162
Total Reserves and Surplus 6268924 5716845

b. Dividend:

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


During the year under review no related party transaction took place in the Company asalso stated vide Note No. 20 of Notes to Accounts in Standalone Audited FinancialStatements for F.Y. 2016-17.

Since no Related Party Transaction took place Form AOC -2 is not applicable.

The Policy on dealing with Related Party Transactions has been placed on the Company'swebsite and can be accessed through


The company has neither made any loan advances or investments of material nature orotherwise nor has given any such security or guarantee for any loan etc during F.Y.2016-17 except have pledged the shares of M/s Bhansali Engineering Polymers Ltd sincequite long in favour of Allahabad Bank against funding facility granted by the bank toM/s Bhansali Engineering Polymers Ltd a Related Party as stated vide Note No. 6.1 ofNotes to Accounts in Standalone Audited Financial Statements for F.Y. 2016-17 which hasbeen already approved by Members of company by way of Special Resolution.


(a) Directors and Key Managerial Personnel (KMP):

Mr. Jayesh B. Bhansali (DIN: 01062853) Director of Company shall retire by rotation atthe ensuing Annual General Meeting and being eligible offers herself for re-appointment.

During the Year under review Ms. Sunanda Kadam had resigned form the post of ChiefFinancial Officer (CFO) w.e.f. 30th April 2016 and Mr. Arun Kinjawadekarappointed at the post of Chief Financial Officer (CFO) with effect from 16thMay 2016.

In addition to above Mr. Amit Pandey also appointed as Company Secretary andCompliance officer of Company w.e.f. 20th January 2017 on honorary basis;however he resigned from his post due to his other assignments w.e.f. 20th May2017.


The Company has received declaration from all the Independent Directors of Companyconfirming that they meet with the criteria of Independence as prescribed pursuant to theprovisions of Section 149(6) of the Companies Act 2013 and Regulation 16(l)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

In accordance with the provisions of Companies Act 2013 none of the IndependentDirectors are liable to retire by rotation.


The Company has set Familiarisation Programme for Independent Directors with regard totheir roles rights responsibilities in the Company nature of the industry in which theCompany operates the business model of the Company etc. The Familiarisation Programmeerlier conducted by the Company alongwith details thereof is available on the website ofthe Company (


(a) Constitution of Board:

The composition of the Board of Directors of the Company is in conformity withRegulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The total strength of the Company's Board is 5 (Five) Directors out of which 2 (Two)Directors are Non Executive - Independent Directors. The Company also complied with therequirement of Section 149(1) of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 by appointing a Woman Director on its Board.

The Chairman of the Board is a Non Executive - Independent Director. All the members ofthe Board are Competent and have the expertise in their respective disciplines to dealwith management functions of the Company.

(b) Board Meetings and attendance of Directors:

The Board meeting is conducted at least once in every quarter to consider theperformance of the Company and Quarterly Financial Results amongst other businesses. TheBoard also meets to consider the other necessary business matters from time to time.Agenda of the business to be transacted at the Board Meeting along with explanatory notesthereto are drafted and circulated well in advance to the Board of Directors of theCompany. Every Board Member is free to suggest the inclusion of any item on the agenda.

During the year 2016-17 7 (seven) Board Meetings were held viz. on 30' April 2016 16thMay 2016 8th August 2016 12th November 2016 15thNovember 2016 20th January 2017 and 13th February 2017. The maximumgap between any two Board Meetings was always less than one hundred and twenty days. Theprevious Annual General Meeting of the Shareholders of the Company was held on 27thSeptember 2016.

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

SN Name of the Directors No. of Board Meetings held during tenure No. of Board Meetings Attended Attendance at AGM held on 27.09. 2016
1. Mr. B. M. Bhansali 7 7 Yes
2. Mr. Jayesh B. Bhansali 7 7 Yes
3. Mr. Dipesh Sanghvi 7 6 Yes
4. Ms. Meenakshi J. Bhansali 7 6 Yes
5. Mr. Aditya Srivastava 7 7 Yes

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

The Company has constituted following Committees as per the respective provisions ofCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Obligations) 2015 w.e.f.31st August 2015:

a. Audit Committee.

b. Nomination and Remuneration Committee (NRC)

c. Stakeholders' Relationship Committee (SRC)

(a) Audit Committee:

The composition of Audit Committee as on 31st March 2017 was as under:

SN Name of the Member Category of Members
1. Mr. Aditya Srivastava Chairman
2. Mr. Dipesh Sanghvi Member
3. Mr. Jayesh B. Bhansali Member

All the Members of Committee are Independent Director except Mr. Jayesh Bhansali. Mr.Aditya Srivastava is the Chairman of the Audit Committee. All the Members of the AuditCommittee are capable of analyzing Financial Statements of Company. The Committee membersare free to invite any other concerned officer of the Company in the meeting.

Mr. Amit Pandey Company Secretary is functioning as Secretary to Audit Committeew.e.f. 20th January 2017.

During the year under review 4 (Four) Meetings of Audit Committee were held viz. on 16thMay 2016 8th August 2016 12th November 2016 and 13thFebruary 2017.

The details of attendance of the Audit Committee Members were as under:

SN Name of the Members No. Of Meetings held during tenure No. of Meetings Attended
1. Mr. Aditya Srivastava 4 4
2. Mr. Dipesh Sanghvi 4 4
3. Mr. Jayesh B. Bhansali 4 4

The Committee acts as per the terms of reference specified under Regulation 18 readwith Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Section 177 of the Companies Act 2013

(b) Nomination and Remuneration Committee (NRC):

The composition of Nomination and Remuneration Committee as on 31st March2017 was as under:

SN Name of the Member Category of Members
1 Mr. Dipesh Sanghvi Chairman
2. Mr. Aditya Srivastava Member
3. Mr. Jayesh B. Bhansali Member

Mr. Dipesh Sanghvi is the Chairman of the Nomination and Remuneration Committee. Twomembers of the Nomination and Remuneration Committee are Independent Directors.

Mr. Amit Pandey Company Secretary is functioning as Secretary to Nomination andRemuneration Committee w.e.f. 20th January 2017.

During the year under review 2 (Two) Meetings of Nomination and Remuneration were heldi.e. 16th May 2016 and 20th January 2017.

The details of attendance of the Nomination and remuneration committee Members were asunder:

SN Name of the Members No. Of Meetings held during tenure No. of Meetings Attended
1. Mr. Jayesh B. Bhansali 2 2
2. Mr. Dipesh Sanghvi 2 2
3. Mr. Aditya Srivastava 2 2

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

(c) Stakeholders Relationship Committee:

The composition of Stakeholders' Relationship Committee as on 31st March2017 was as under:

SN Name of the Member Category of Members
1. Mr. Aditya Srivastava Chairman
2. Mr. Dipesh Sanghvi Member
3. Mr. Jayesh B. Bhansali Member

Mr. Amit Pandey Company Secretary functions as Secretary to Stakeholders'Relationship Committee.

During the year under review 2 (Two) Meetings of Stakeholders' Relationship Committeewere held i.e. 29th April 2016 and 21st November 2016.

The details of attendance of the Stakeholders' Relationship Committee Members were asunder:

SN Name of the Members No. Of Meetings held during tenure No. of Meetings Attended
1. Mr. Aditya Srivastava 2 2
2. Mr. Dipesh Sanghvi 2 2
3. Mr. Jayesh B. Bhansali 2 2

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


Securities and Exchange Board of India ("SEBr) issued SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 on 2nd September 2015(operative w.e.f. 1st December 2015) and pursuant to the said Regulations theCompany has formulated following policies which were approved in the Board meeting held on1S! February 2016.

All the Policies of Company are available on Company's website www.bentleycommercialent.netunder the sub-caption:

Policies in the Investor

Caption. The policies are reviewed periodically by the Board and updated based on needand requirements.

Name of the Policy Brief Description
Whistle Blower or Vigil Mechanism Policy The Company has adopted the Whistle Blower/ Vigil Mechanism for directors stakeholders and employees to report their concerns about unethical behavior actual or suspected fraud or violation of the Company's code of conduct and ethics etc.
Policy for Related Party Transactions The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Policy for preservation of documents The policy deals with the retention of corporate records of Company.
Policy for determination of materiality of events This policy applies for determining and disclosures of material events taking place in the Company.
Archival policy The policy deals with the retention and archival of corporate records of Company for a particular period as may be applicable.
Code of conduct for Director(s) and Senior Management Personnel The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical moral and legal conduct in the business affairs.
Nomination and Remuneration Policy The policy formulates the criteria for determining qualifications competencies positive attributes and independence for the appointment of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors Key Managerial Personnel and other employees covered under the prescribed criteria if any.
Code of Conduct for prevention of Insider Trading (w.e.f. 15/05/2017) and adopted by Board in Board Meeting held on 29/05/2015) The Policy provides framework for dealing with the securities of Company in mandated manner.


The Board had 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.


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) and was found functioning satisfactorily.


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.


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

a. Statutory Auditor:

Pursuant to the provisions of Section 139 and other applicable provisions if any ofthe Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014 (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force) M/sAzad Jain & Co. Chartered Accountants Mumbai (FRN - 006251C) are proposed to beappointed as Statutory Auditor of the Company in place cff the existing Statutory AuditorM/s B.L. Dasharda & Associates Chartered Accountants Mumbai (FRN - 112615W) to holdoffice for a period of 5 years viz. from F.Y. 2017-18 to 2021-22 to be concluded at theend of respective Annual General Meeting (AGM); subject to approval/ratification of theirappointment by the members in ensuing AGM and subsequent AGMs of the Company till theexpiry of their term as may be applicable. M/s Azad Jain & Co. (FRN- 006251C) haveconfirmed their eligibility to the effect that if their appointment is made by the membersin the ensuing Annual General Meeting it shall be within the prescribed limits and theyhave also confirmed that they are not disqualified for such appointment.

Necessary resolution for re-appointment of the said Auditors is included in the Noticeof AGM for seeking approval of members.

b. Audit 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 2017 are self explanatory andbeing devoid of any reservation(s) qualification(s) or adverse remark(s) etc does notcall for any further information(s)/ explanation(s) or comments from the Board underSection 134(3)(f)(i) of the Companies Act 2013.

c. Secretarial Auditors:

In terms of the provisions of Section 204 of the Companies Act 2013 M/s Rathi &Associates Practicing Company Secretaries Mumbai have been re-appointed by the Board asSecretarial Auditors of Company for the financial year 2017-18.

d. Secretarial Audit Report:

Secretarial Audit Report as issued by the Secretarial Auditors in Form No. MR-3 forthe financial year 2016-17 is annexed herewith vide Annexure - A and forms part ofthis Board Report. The said Secretarial Audit Report is devoid of reservation(s) adverseremark(s) and qualification(s) except for appointment of new Company Secretary within thegrace period of 6 Months.

Explanation from the Board of Directors of the Company with respect to SecretarialAudit Report:

The Company is almost inactive and doesn't carry any substantive business operationsexcept holding equity shares of the Parent Group Companies yielding insignificant amountof dividends; hence the Company is not capable of affording any paid employee.

Considering above The earlier Company Secretary Ms. Charmi Thakkar was appointed onhonorary basis with a view to expand her practical exposure in compliances etc. of listedCompany and thereby enhance her career value However Post her resignation on 31.08.2015Mr. Amit Pandey CS-executive was appointed as Compliance Officer of the Company onhonorary basis to avert any non-compliance on part of Company with respect to theprovision of Companies Act 2013 SEBI Laws Listing Regulation - 2015 etc and he ensuredthe compliance of all the laws & Regulations applicable to the Company well on timeand post his qualification as a full fledged Company secretary he was immediatelyappointed as Company Secretary & Compliance officer of the Company w.e.f. 20thJanuary 2017 on honorary basis.


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-9and forms an 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.


Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions/ activities pertaining to these mattersduring financial year 2016-17:

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

b. Issue of equity shares with differential rights as \o dividend votingor 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.

f. 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.

g. There has been no change in the nature of business of company during F.Y. 2016-17.

h. 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. 2016-17.

i. There was no revision of the financial statements of company related to FinancialYear 2016-17.

j. The Company does not have any Subsidiary Associate and Joint Venture Company.

k. The provisions of Corporate Governance as stipulated in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are not applicable to Companyas the Paid-up share capital and Net worth of Company stand below the threshold limit(s)i.e. Rs. 10 Crores and Rs. 25 Crores respectively as on 31st March 2017.

l. Management Discussion and Analysis Report - it carries no eminence in the case ofCompany as it is almost inactive and doesn't deal with any substantive business activitycalling for any such management discussion and business analysis.

m. 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.


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 2017 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 if any;

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 2017and 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.


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
Bentley Commercial Enterprises Limited
Babuflal M. Bhqnsali Jayesh B. Bhansali
Place: Mumbai Director Director
Date: 19th May 2017 (DIN: 00102930) (DIN:01062853)