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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 36th Annual Reportof the Company together with its Audited Financial Statements for the financial year endedMarch 31 2021.

FINANCIAL AND OPERATIONAL RESULTS:

The Financial and Operational Results of the Company for the year endedMarch 31 2021 as compared to the previous financial year is summarized below:

(Amount in Rs.)

Particulars Financial Year ended March 31 2021 Financial Year ended March 31 2020
Gross Sales/ Income 4485703 4484772
Less: Expenses 515122 541510
Profit Before Tax 3970581 3943262
Less: Provision for Tax 1011854 NIL
Profit from continuing operations after tax (PAT) 2958727 3943262
Other Comprehensive Income 967875149 264504973
Total Comprehensive Income for the Financial Year 970833876 268448235
Total Reserves and Surplus 1249166656 278332780
Transfer of Amount to Reserves NIL NIL

DIVIDEND:

With a view to conserve the resources of the Company your Directorshave not recommended any dividend for the financial year under review.

SHARE CAPITAL

There has been no change in the share capital of your Company duringthe financial year under review. As on March 31 2021 the paid-up share capital of yourCompany stood at Rs. 9960000/- comprising 996000 Equity shares of Rs. 10/- each fullypaid.

DEPOSITS

The Company has not accepted or renewed any amount falling within thepurview of provisions of Section 73 of the Companies Act 2013 ("the Act") readwith the Companies (Acceptance of Deposit) Rules 2014 during the year under review.Hence the requirement for furnishing of details of deposits covered under Chapter V ofthe Act is not applicable.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture (JV) andAssociate Companies as on March 31 2021.

INTERNAL FINANCIAL CONTROL SYSTEM OF COMPANY:

Adequate Internal Financial Control system commensurate with thenature of the Company's business size and complexity of its operations are in placeand have been operating satisfactorily and effectively.

During the financial year no material weaknesses in the design oroperation of Internal Financial Control system were reported.

PARTICULARS OF CONTRACT(S)/ TRANSACTION(S)/ ARRANGEMENT(S) WITH RELATEDPARTIES:

Your Company has formulated the policy on materiality of related partytransactions and dealing with related party transactions. The same is uploaded on thewebsite of your Company and may be accessed at: www.bentleycommercialent.in

During the year under review there were no transactions falling withinthe purview of Section 188 of the Companies Act 2013 entered into by your Company withany related party.

All Related Party Transactions as required under Ind AS 24 - RelatedParty Disclosures are reported in Note 26 of Notes to Audited financial statements of yourCompany.

PARTICULARS OF LOANS ADVANCES & GUARANTEES GIVEN INVESTMENTS MADEOR SECURITIES PROVIDED AS PER SECTION 186 OF COMPANIES ACT 2013:

Particulars of loans advances and investments made by the Companyduring the Financial Year have been stated under Note No. 4 and 5 in the Audited FinancialStatements of the Company which forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

There were no changes in Directors during the year under review.

Mr. Harish Rajkumar Gurav resigned as the Chief Executive Officer ofthe Company with effect from June 25 2020. The Board places on record its appreciationfor the services rendered by him during his tenure as the CEO of the Company. ThereafterMrs. Kavya Gawde was appointed as the Chief Executive Officer of the Company with effectfrom 12th August 2020.

Pursuant to the provisions of Section 152 of the Companies Act 2013Mr. Babulal M. Bhansali (DIN: 00102930) is liable to retire by rotation at the ensuingAnnual General Meeting of the Company and being eligible has offered himself forre-appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 ("theAct") and in relation to the audited Annual Financial Statement of Company for thefinancial year ended March 31 2021 the Board of Directors hereby confirm that:

a. In the preparation of the annual accounts the applicable accountingstandards had been followed and there were no material departures from the same;

b. Such accounting policies have been selected and applied consistentlyand the Directors made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of Company as on March 31 2021 and ofthe profit of the Company for that year;

c. Proper and sufficient care was taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of Company and for preventing and detecting fraud and other irregularities;

d. The annual accounts of Company have been prepared on a going concernbasis;

e. Internal financial controls have been laid down to be followed byCompany and that such internal financial controls are adequate and were operatingeffectively; and

f. Proper systems have been devised to ensure compliance with theprovisions of laws applicable to the company and that such systems were adequate andoperating effectively.

PARTICULARS OF REMUNERATION:

Your Company has constituted a ‘Nomination & RemunerationCommittee' for assisting the Board in discharging its responsibilities relating tocompensation of the Company's Executive Directors and KMPs'/Senior levelemployees/personnel etc. whenever deemed necessary.

Your Company has adopted a well-defined Nomination & RemunerationPolicy for Directors Key Managerial Personnel and other employees.

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

ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and 92(3) of theCompanies Act 2013 (read with Rule 12 of the Companies (Management and AdministrationRules 2014) the copy of the Annual Return for the Financial Year ended March 31 2021made under the provisions of Section 92(3) of the Act is available at the link:http://www.bentleycommercialent.in/images/stories/bentley result/Annual Return MGT 7Bentley 2021.pdf

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 toconsider the performance of the Company and approve and adopt the financial statements andother necessary business matters. The Notice and Agenda of the business to be transactedat the Board Meeting are circulated 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 the Financial Year 4 (Four) Board Meetings of the Company wereheld on June 25 2020 August 12 2020 November 04 2020 and January 28 2021respectively and the maximum gap between any two Board Meetings was always less than onehundred and twenty days.

Mr. Aditya Srivastava presided over the meetings of the Board as itsChairman.

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

Name of the Directors No. of Board Meetings held during FY 2020-21 No. of Board Meetings attended Attendance at the previous AGM held on 29.09.2020
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 respectiveprovisions of Companies Act 2013 and SEBI (Listing Obligations and DisclosureObligations) 2015:

a. Audit Committee.

b. Nomination and Remuneration Committee (NRC)

c. Stakeholders' Relationship Committee (SRC)

d. Independent Director's Committee (IDC)

a. Audit Committee:

The composition of the Audit Committee alongwith attendance details ofthe Committee Members at the meetings during the Financial Year under review was asunder:

Name of the Member No. of Meetings held during FY 2020-21 No. of Meetings Attended
1 Mr. Aditya Srivastava Chairman- Non-Executive Independent Director 4 4
2 Mr. Dipesh P. Sanghvi Member- Non-Executive Independent Director 4 4
3 Mr. Jayesh B. Bhansali Member- Non- Executive Director 4 4

Mr. Aditya Srivastava is the Chairman of the Audit Committee. All theMembers of the Audit Committee have adequate financial knowledge for interpreting theFinancial Statements of the Company.

During the year under review 4 (Four) Meetings of Audit Committee wereheld during the year viz. June 25 2020 August 12 2020 November 04 2020 and January28 2021 respectively and the maximum gap between any two Audit Committee Meetings wasalways less than one hundred and twenty days.

The Committee acts as per the terms of reference specified underRegulation 18 read with Part C of Schedule II of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Section 177 of the Companies Act 2013.

b. Nomination and Remuneration Committee (NRC):

The composition of the NRC alongwith attendance details of theCommittee Members at the meetings during the Financial Year under review was as under:

Name of the Member> No. of Meetings held during FY 2020-21 No. of Meetings Attended
1 Mr. Dipesh P. Sanghvi Chairman- Non-Executive Independent Director 2 2
2 Mr. Aditya Srivastava Member- Non-Executive Independent Director 2 2
3 Mr. Jayesh B. Bhansali Member- Non-Executive Director 2 2

Mr. Dipesh P. Sanghvi is the Chairman of the Nomination andRemuneration Committee.

During the financial year under review 2 (Two) Meeting of Nominationand Remuneration were held viz. on June 25 2020 and August 12 2020.

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

c. Stakeholders' Relationship Committee (SRC):

The composition of the SRC alongwith attendance details of theCommittee Members at the meetings during the Financial Year under review was as under:

Name of the Member No. of Meetings held during FY 2020-21 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 Director 1 1

During the year under review the Company has not received anyInvestors'

Grievances. No grievances were pending as on March 31 2021.

During the year under review 1 (One) Meeting of Stakeholders'Relationship Committee was held on June 25 2020. All the members were present at themeeting.

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

d. Independent Director's Committee (IDC)

The Company has appointed Independent Directors on the Board inaccordance with the provisions of Section 149 of the Act as amended from time to timeincluding the applicable Rules if any and Regulation 16 of SEBI (LODR) Regulations 2015.Every Independent Director at the first meeting of the Board in which he/she participatesas a Director and thereafter at the first meeting of the Board in every Financial Yeargives a declaration that he/she meets the criteria of independence as laid down underSection 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations 2015 asamended from time to time. The Independent Directors are complying with the provisionsrelating to limit of directorships as required under Regulation 25 of the SEBI (LODR)Regulations 2015.

The Independent Directors met once during the Financial Year i.e. onMarch 16 2021. During the meeting the Independent Directors reviewed among othercritical issues the following:

(a) The performance of Independent Directors and the Board as a whole;

(b) The performance of the Chairperson of the Company taking intoaccount the views of Non-Executive Directors and

(c) Assessing the quality quantity and timeliness of flow ofinformation between the Company management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.

The Company has complied with the provisions with respect to theappointment and term of Independent Directors as per the Act and Listing Regulations.

WHISTLE BLOWER/VIGIL MECHANISM POLICY:

The Company believes in conducting its affairs in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behaviour. Pursuant to Section 177(9) of the Act read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the ListingRegulations the Board of Directors have implemented a vigil mechanism through theadoption of Whistle Blower/Vigil Mechanism Policy.

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

RISK MANAGEMENT POLICY:

The Board during the Financial Year under review has not observed anyeminent risk for the Company which can threaten its existence. However the Company has aRisk Management Policy in place as approved by the Board for curbing the elements ofrisk(s) identified with respect to the operations/ activities of the Company.

The above policy is available on the Company's website onwww.bentleycommercialent.in STATUTORY AUDITORS AND THEIR REPORT:

At the AGM held on September 26 2017 M/s Azad Jain & CompanyChartered Accountants Mumbai (FRN-006251C) were appointed as Statutory Auditors for aperiod of 5 years pursuant to the provisions of Section 139 of the Companies Act 2013subject to ratification of their reappointment in each ensuing AGM.

Pursuant to amendments made by Companies (Amendment) Act 2017 toSection 139 of the Companies Act 2013 effective from May 7 2018 the requirement ofseeking ratification of members for appointment of Statutory Auditors has been withdrawnfrom the statute.

In view of the above no resolution is proposed for ratification ofappointment of Statutory Auditors at this AGM.

No frauds have been reported by the Statutory Auditors during theFinancial Year under review pursuant to the provisions of Section 143(12) of the CompaniesAct 2013. The observations made by the Statutory Auditors in their Audit Report read withthe relevant notes thereof as stated in the Notes to the Audited Financial Statement ofthe Company for the financial year ended March 31 2021 are self-explanatory and beingdevoid of any reservation(s) qualification(s) or adverse remark(s) etc does not callfor any further information(s)/ explanation(s) or comment(s) from the Board under Section134(3)(f)(i) of the Companies Act 2013.

SECRETARIAL AUDITORS:

M/s Rathi & Associates Practicing Company Secretaries(FRN-P1988MH011900) were appointed as the Secretarial Auditor by the Board to conduct thesecretarial audit of the Company for financial year 2020-21.

In accordance with Section 204(1) of the Act the Secretarial AuditReport for the financial year ended 31st March 2021 is annexed as Annexure- A to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THEDATE OF THE REPORT.

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

PERFORMANCE EVALUATION OF CHAIRMAN DIRECTOR(S) INCLUDING INDEPENDENTDIRECTORS COMMITTEE(S) AND BOARD:

In accordance with the provisions of the Companies Act 2013 and SEBI(LODR) Regulations 2015 your Company has formulated the criteria for performanceevaluation of all the Directors including Independent Directors the Board and itsCommittees and the Chairman. The annual evaluation process has been carried through oralassessment as well as collective feedback.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

The requirements of disclosures pursuant to Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are not applicable to the Company as it is not involved in any manufacturing process/activity.

During the financial year under review there was no foreign exchangeearnings and outgo.

GENERAL DISCLOSURES:

No disclosure(s) or reporting(s) is required in respect of thefollowing items as there were no transaction(s)/ activity(ies) pertaining to these mattersduring financial year 2020-21:

a. No significant or material orders were passed by the RegulatorsCourts or Tribunals which impact the going concern status and Company's operations infuture.

b. There has been no change in the nature of business of company duringF.Y. 2020-21.

c. Pursuant to the provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 no case pertaining to sexualharassment at workplace has been reported to Company during F.Y. 2020-21.

d. Management Discussion and Analysis Report carries no eminence in thecase of the Company as it does not carry out any substantive business activity callingfor any such management discussion and business analysis.

e. The Corporate Social Responsibility (CSR) regulations were notapplicable to Company as it did not qualify the criteria/ threshold limit(s) as prescribedpursuant to Section 135 of the Companies Act 2013.

f. Appointment of Cost Auditors and maintenance of cost records inaccordance with the provisions of Section 148 of the Act is not required for the Companysince the Company is not involved in any kind of manufacturing activity.

g. No Applications were made or proceedings were pending under theInsolvency and Bankruptcy Code 2016.

OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read withCompanies (Accounts)

Rules 2014 are furnished as under:

a. Certificate under regulation 33 of SEBI (LODR) Regulations 2015issued by the CEO and CFO of the Company with regard to certification on Audited FinancialStatements of the Company for financial year 2020-21is also attached vide Annexure -B and forms part of this Report.

b. The Company has laid down the Code of Conduct for all Board Membersand Senior Management personnel of the Company in accordance with the provisions ofRegulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and the said Code is also available on the website of the Companywww.bentleycommercialent.in The declaration from the Director(s) of the Company related tothe compliance of aforesaid Code of Conduct is also attached vide Annexure -C and forms part of this Annual Report.

ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors would like to place their sincere appreciation for theassistance co-ordination and cooperation received from the Banks Statutory Authoritiesand all Stakeholders.

Place: Mumbai For and on Behalf of the Board of Directors
Date: 5th June 2021 Babulal M. Bhansali Jayesh B. Bhansali
Director Director
(DIN: 00102930) (DIN: 01062853)
Registered Office Address:
Bhansali House A-5 Off Veera Des ai Road
Andheri (West) Mumbai - 400 053
CIN: L24110MH1985PLC035396
Telephone: 022-2673 1779
Email: bentleycommercial@gmail.com

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