You are here » Home » Companies » Company Overview » Bentley Commercial Enterprises Ltd

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 34th Annual Report of the Companytogether with its Audited Financial Statements for the financial year ended March 312019.

FINANCIAL AND OPERATIONAL RESULTS: a. Financial Results:

Financial and Operational Results of the Company for the year ended March 31 2019 ascompared to the previous financial year is summarized below:

Particulars 2018-19 2017-18
Gross Sales/ Income 2706663 1817109
Less: Expenses 477626 430525
Profit Before Tax 2229037 1386584
Less: Provision for Tax NIL NIL
Profit from continuing operations after tax (PAT) 2229037 1386584
Other Comprehensive Income NIL NIL
Total Comprehensive Income for the
2229037 1386584
Financial Year
Total Reserves and Surplus 9884545 7655508
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 financial year (FY) 2018-19.

SHARE CAPITAL

There has been no change in the share capital of your Company during the financial yearunder review. As on March 31 2019 the paid-up share capital of your Company stood at Rs.9960000/- comprising 996000 Equity shares of Rs. 10/- each fully paid.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture (JV) and Associate Companiesduring the FY 2018-19.

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:

Your Company has formulated the policy on materiality of related party transactions anddealing with related party transactions. The same is uploaded on the website of yourCompany and may be accessed at the web link: https://www.bentleycommercialent.net/

During the year under review there were no transactions falling within the provisionsof Section 188 of the Companies Act 2013 entered into by your Company with any relatedparty.

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 COMPANIES ACT 2013:

Particulars of loans advances and investments made by the Company during FY 2018-19are 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):

Mrs. Meenakshi Bhansali Director of Company shall retire by rotation at the ensuingAnnual General Meeting and being eligible offers herself for re-appointment.

Further she was also appointed as the Company Secretary and Compliance Officer of theCompany with effect from May 21 2018.

The Company has received declarations from the Independent Directors of the Companyconfirming that they meet the criteria of Independence as prescribed under Section 149(6)of the Companies Act 2013 including rules made thereunder and Regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended from timeto time.

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

Pursuant to the provisions of Regulation 15(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 compliance with the provisions 17 to 27 andclauses (b) to (i) of sub-regulation 46 and Para C D and E of Schedule V of the CorporateGovernance are not applicable to the Companies having paid up equity share capitalnot exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore as on the last day ofprevious financial year or on the Companies listed on SME Exchange.

In view of above as per the latest Audited Financial Statements of the Company as atMarch 31 2019 the paid-up Equity Share Capital and the Net Worth of the Company does notexceed 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

Your 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.

Your 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 https://www.bentleycommercialent.net/

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 in Form No. MGT-9 is attached as Annexure - A andforms part of this Annual 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 2018-19 5 (Five) Board Meetings of the Company were held on May 11 2018May 21 2018 August 07 2018 November 08 2018 and February 13

2019 respectively and the maximum gap between any two Board Meetings was always lessthan one hundred and twenty days.

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. No. Name of the Directors No. of Board Meetings held during FY 2018-19 No. of Board Meetings attended Attendance at the previous AGM held on 21.09.2018
1 Mr. B. M. Bhansali 5 4 Yes
2 Mr. Jayesh B. Bhansali 5 4 Yes
3 Mr. Dipesh P. Sanghvi 5 5 Yes
4 Mrs. Meenakshi J. Bhansali 5 5 Yes
5 Mr. Aditya Srivastava 5 5 Yes

B. 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 the Audit Committee alongwith attendance details of the CommitteeMembers at the meetings during the FY 2018-19 were as under:

Sr. No Name of the Member No. of Meetings held during FY 2018-19 No. of Meetings Attended
Mr. Aditya Srivastava
1 Chairman- Non-Executive 4 4
Independent Director
Mr. Dipesh P. Sanghvi
2 Member- Non-Executive 4 4
Independent Director
Mr. Jayesh B. Bhansali
3 Member- Non- Executive 4 4
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. onMay 10 2018 August 07 2018 November 08 2018 and February 13 2019.

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 the NRC alongwith attendance details of the Committee Members at themeetings during the FY 2018-19 were as under:

Sr. No. Name of the Member No. of Meetings held during FY 2018-19 No. of Meetings Attended
Mr. Dipesh P. Sanghvi
1 Chairman- Non-Executive 1 1
Independent Director
Mr. Aditya Srivastava
2 Member- Non-Executive 1 1
Independent Director
Mr. Jayesh B. Bhansali
3 Member- Non-Executive 1 1
Director

Mr. Dipesh P. Sanghvi is the Chairman of the Nomination and Remuneration Committee.During the financial year under review 1 (One) Meeting of Nomination and Remuneration washeld on May 21 2018. The Committee acts as per the Terms of Reference specified by Boardfrom time to time.

c. Stakeholders' Relationship Committee:

The composition of the SRC alongwith attendance details of the Committee Members at themeetings during the FY 2018-19 were as under:

Sr. No. Name of the Member No. of Meetings held during FY 2018-19 No. of Meetings Attended
1 Mr. Aditya Srivastava
Chairman Non-Executive 1 1
Independent Director
2 Mr. Dipesh P. Sanghvi
Member- Non-Executive 1 1
Independent Director
3 Mr. Jayesh B. Bhansali
Member- Non-Executive 1 1
Director

During the year under review the Company has not received any Investors' Grievances.No grievances were pending as on 31st March 2019.

During the year under review 1 (One) Meeting of Stakeholders' Relationship Committeewas held on May 21 2018. All the 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 2018-19 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 onhttps://www.bentleycommercialent.net/ STATUTORY AUDITORS AND THEIR REPORT:

At the AGM held on September 26 2017 M/s Azad Jain & Company CharteredAccountants Mumbai (FRN-006251C) were appointed as Statutory Auditors for a period of 5years pursuant to the provisions of Section 139 of the Companies Act 2013 subject toratification of their re-appointment in each ensuing AGM.

Pursuant to amendments made by Companies (Amendment) Act 2017 to Section 139 of theCompanies Act 2013 effective from May 7 2018 the requirement of seeking ratification ofmembers for appointment of Statutory Auditors has been withdrawn from the statute.

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

Further pursuant to the provisions of Sections 142 of the Companies Act 2013 theproposal is put up for approval of Members to authorize Board of Directors of the Companyto fix their remuneration for F.Y. 2019-20.

No frauds have been reported by the Statutory Auditors during F.Y. 2018-19 pursuant tothe provisions of Section 143(12) of the Companies Act 2013. The observations made by theStatutory Auditors in their Audit Report read with the relevant notes thereof as stated inthe Notes to the Audited Financial Statement of the Company for the financial year endedMarch 31 2019 are self explanatory and being devoid of any reservation(s)qualification(s) or adverse remark(s) etc does not call for any further information(s)/explanation(s) or comment(s) from the Board under Section 134(3)(f)(i) of the CompaniesAct 2013.

SECRETARIAL AUDITORS:

In terms of the provisions of Section 204 of the Companies Act 2013 M/s Rathi &Associates Practicing Company Secretaries Mumbai (Firm registration no. P1988MH011900)have been re-appointed by the Board as Secretarial Auditors 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 2018-19 is attached as Annexure - B and formspart of this Board's Report. The said Secretarial Audit Report was devoid of anyobservation(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 Companies Act 2013 and SEBI (LODR)Regulations 2015 your Company has formulated the criteria for performance evaluation ofall the Directors including Independent Directors the Board and its Committees and theChairman. The annual evaluation process has been carried through oral assessment as wellas collective feedback.

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

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 it 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 2018-19:

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.

2018-19.

c. 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 F.Y. 2018-19.

d. 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.

e. 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 Companies Act 2013.

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 33 of SEBI (LODR) Regulations 2015 issued by the

CEO and CFO of the Company with regard to certification on Audited Financial Statementsof the Company for financial year 2018-19 is also attached vide Annexure - Cand forms part of this Report. b. The Company has laid down the Code of Conduct for allBoard Members and

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 Company(https://www.bentleycommercialent.net/). The declaration from the Director(s) of theCompany related to the compliance of aforesaid Code of Conduct is also attached vide Annexure- D and forms part of this Annual Report.

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 financial year endedMarch 31 2019 the Board of Directors hereby confirm that: a. In the preparation of theannual accounts the applicable accounting standards had been followed along with properexplanation 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 on March 31 2019 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.

ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors 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: August 12 2019

Babulal M. Bhansali

Jayesh B. Bhansali

Director

Director

(DIN: 00102930)

(DIN: 01062853)

Registered Office Address:
Bhansali House A-5 Off Veera Desai Road
Andheri (West) Mumbai – 400 053