DIRECTORS’ REPORT

The Directors present the Twelfth Annual Report of your Company together with the audited Standalone and Consolidated Financial Statements for the financial year ended 31^st March 2019.

COMPANY’S Performance

Your Company's performance during the fiscal year 2018 -2019 is summarized below:

FINANCIAL RESULTS

(Rs, In Lakhs)

DIVIDEND AND OTHER APPROPRIATIONS

In order to conserve resources, your Directors do not recommend any dividend for the year under review.

OPERATIONAL INFORMATION

Your Company has decided to explore exports market with trading of yarns and have started exporting various yarns viz. 100% Cotton raw white yarns; 100% Cotton Dyed yarns and 100% Cotton Melange yarns.

Your Directors further inform the members that your Company achieved standalone revenue of Rs, 150.63 Lakh for the year ended 31^st March, 2019 against Rs, 67.67 Lakh recorded in the previous year ended 31^st March, 2018. Further, during the year under review, your Company recorded standalone net profit of Rs, 35.19 Lakh against Rs, 31.18 lakh in the previous year.

Your Company is proposing to accelerate the volume through exports of various yarn and is hopeful of achieving sizeable turnover and profitability.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Directors inform that Shri Shekhar Agarwal, Managing Director & CEO retires by rotation and being eligible offers himself for reappointment.

Your Directors further inform the members that first term of Shri Priya Shankar Dasgupta as Independent Director is due for completion on 29^th September, 2019. Your Directors upon commendation of Nomination and Remuneration Committee proposed to re-appoint Shri Priya Shankar Dasgupta for the second term of 5 years w.e.f 30^th September, 2019. The proposal for confirmation of re-appointment of Shri Priya Shankar Dasgupta as Independent Director for 2nd term of 5 years shall be put up before the ensuing Annual General Meeting.

Your Directors further inform the members that first term of Smt. Sunita Mathur as Independent Director is due for completion on 26^th March, 2019. Your Directors upon commendation of Nomination and Remuneration Committee proposed to re-appoint Smt. Sunita Mathur for the second term of 5 years w.e.f 27^th March, 2019. The proposal for confirmation of re-appointment of Smt. Sunita as Independent Director for 2nd term of

5 years shall be put up before the ensuing Annual General Meeting.

Your Directors further inform the members that pursuant to the provisions of Section 149(7) of the Companies Act, 2013 the declaration has been received from Independent Directors at the beginning of the financial year stating that they meet the criteria of independence as specified under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.

Consequently during the year, Shri Rahul Handa and Shri Nand Lal Thakur who were appointed as the Company Secretary, Compliance Officer and Chief Financial Officer of the Company on 28^th January, 2016 and 08^th August, 2018 respectively resigned from the post of Company Secretary, Compliance Officer and Chief Financial Officer of the Company on 13^th June, 2018 and 12^th December, 2018 respectively.

Consequently during the year, Shri Arjun Sharma was appointed as Company Secretary, Compliance Officer and Chief Financial Officer of the Company on 7^th February, 2019

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013. The Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013.

AUDIT REPORTS AND AUDITORS:

Statutory Auditor

M/s Doogar & Associates, Chartered Accountants (Firm Registration No. 000561N) was appointed as Statutory Auditors of the Company at the 10^th Annual General Meeting of the members of the company held on 21^st September, 2017 for a term of 5 years till conclusion of 15^th Annual General Meeting subject to ratification by members at every subsequent Annual General Meeting.

Your Directors inform the members that in accordance with the amendment notified by MCA on 7^th May, 2018, the requirement of ratification of the appointment of Statutory Auditors at every Annual General Meeting has been omitted and is no longer required.

However, the Statutory Auditors have confirmed their eligibility under section 141 of the Companies Act, 2013 and rules framed there under.

During the year 2019, the Auditors had not reported any matter under Section 143 (12) of the Act; therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act

The observations of the Auditors, if any, are explained wherever necessary, in the appropriate notes to the accounts which are forms part of this Annual Report.

The Auditors' Report does not contain qualification, reservation or adverse remark, disclaimer or emphasis of matter.

Internal Auditor

During the year, under Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, the Company has appointed M/s Ashim & Associates, Chartered Accountants as the Internal Auditors of the Company.

The role of internal auditors includes but is not limited to review of internal audit observations and monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper implementation, reviewing of SOPs and there amendments if any.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Manisha Gupta & Associates, Company Secretaries a practicing secretaries firm as the Secretarial Auditor of the Company for the year ending 31st March, 2019. The Report of Secretarial Audit is annexed as Annexure - I.

The Report of Secretarial Audit does not contain any qualification, reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY

Your Directors inform the Members that your Company is not covered within the scope of Section 135 of Companies Act, 2013 and the Rules framed there under. However, your Directors Endeavour to contribute to such causes as and when deem appropriate.

NUMBER OF MEETINGS OF THE BOARD

The particulars of the meetings held during the year along with the details regarding the meetings attended by the Directors form part of the Corporate Governance Report.

The composition of the Board and its committees has also been given in detail in the report on Corporate Governance

ANNUAL RETURN

The extract of annual return as required under section 92(3) of the Companies Act, 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014, is available on the website of the Company and attached as Annexure - II.

DIRECTORS’ APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, the Board of Directors on the recommendation of Nomination and Remuneration Committee has framed a policy for the appointment of Directors and Senior Management which was reviewed and approved in line with the amendments notified by SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The said policy forms part of the Board Report as Annexure - III.

ANNUAL EVALUATION BY THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual evaluation has been made by the Board of its own performance, its committees and the individual Director. The manner of evaluation is mentioned in the Nomination and Remuneration policy which forms part of Board Report.

Further, every Independent Director of the Company is familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates etc., through various programmes.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees or Investments made in accordance with the requirements covered under the provision of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements at appropriate places.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year, there was no material contracts or arrangements entered into by the Company with any of the related party. Yours Directors draw attention of the Members to note no 30.2 to the financial statement which contain particulars of transactions with related parties as per applicable provisions of Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There was no significant and material order passed by the regulators or courts during the year.

RISK MANAGEMENT

Your Directors review the risks associated with the Company on regular basis, but considering meager operations of the Company there is negligible exposure to business risks.

CORPORATE GOvERNANCE

Your company has complied with all the requirements of Corporate Governance as required under Listing Regulations, wherever applicable.

A comprehensive report on Corporate Governance in this regard is made part of this Annual Report and a Certificate from the Statutory Auditors of your Company

i.e. M/s Doogar & Associates, Chartered Accountants regarding compliance of the conditions of the Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements), 2015 form part of the Annual Report.

WHISTLE BLOWER POLICY

With the objective of pursuing the business in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior and to encourage and protect the employees who wish to raise and report their genuine concerns about any unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct, the Company has adopted a Whistle Blower Policy. The Company has adopted a framework whereby the identity of the complainant is not disclosed. The policy has been disclosed on the website of the Company, the link of which is given hereunder:

http://www.bttl.co.in/wh policy pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as required by regulation 34 (2) of listing regulations, forms part of the Annual Report.

INTERNAL CONTROL SYSTEMS

Your Directors feel that adequate control systems are the backbone of any company. Your Directors endeavour to place adequate control systems commensuration with the size of the Company to ensure that all the information provided to the management is reliable and also the obligations of the Company are properly adhered to. These systems provide a strong structure which in turns help in the compliance of various laws and statutes which automatically translate into Financial and Operational Development of the Company. Your Directors Endeavour to inform the member that all the obligations of the Company are properly adhered to.

The Company's Audit Committee reviews adherence to internal control systems and legal compliances. This committee reviews all quarterly and yearly results of the Company and commends the same to the Board for its approval.

Your Directors Endeavour to continuously improve and monitor the internal control systems.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be disclosed pursuant to Section 134(3) (m) of the Companies Act, 2013 read with the Rules, 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure -IV forming part of this Report.

PARTICULARS OF EMPLOYEES

The information of employees pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - V.

Further, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure - VI.

SIGNIFICANT MATERIAL CHANGES AFTER BALANCE SHEET DATE AFFECTING FINANCIAL POSITION

There is no change or commitment which affects the financial position of the Company that may have occurred between the end of the financial year of the Company to which financial statements relates. i.e. 31.03.2019 and the date of report 29th May, 2019.

SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any Subsidiary or Joint Venture Company. However, BMD Private Limited is an Associate Company of the Company.

A statement containing the salient features of the financial statements of BMD Private Limited in the prescribed format AOC-1 is appended as Annexure-VII. Pursuant to the requirement of Section 129 of the Companies Act, 2013 the financial statement of Associate Company has been consolidated and presented in the consolidated financial statements presented in the Annual Report.

PUBLIC DEPOSIT

During the period under review, your Company has not accepted any public deposit within the meaning of provisions of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due for re-payment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors state that:

a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same;

b) appropriate Accounting Policies have been selected and applied consistently and they have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company on 31st March, 2019 and of the Profit and Loss of the Company for the year ended on that date;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records under Sub- Section (1) of Section 148 of the Companies Act 2013.

COMPLIANCE WITH THE PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to uphold and maintain the dignity of women employees and it has a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year, no such complaints were received. The company has complied with the provisions relating to the constitution of Internal Compliance Committee under the Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013.

INDIAN ACCOUNTING STANDARDS (IND AS):

The Company has followed the guidelines of Accounting Standards/IND-AS laid down by the Institute of Chartered Accountant of India in preparation of Financial Statement.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review:

i. Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

iii. No amount has been transferred to General Reserves during the year.

iv. There is no change in the nature of business of the Company.

v. There were no frauds found which have been reported to the Audit Committee / Board members as well as to the Central Government.

ACKNOWLEDGEMENTS

Your Directors acknowledge the support and assistance extended by the stakeholders, bankers, Central Government & State Government including various other authorities. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board

Sd/-

Shekhar Agarwal

Chairman, Managing Director & CEO

Place: Noida DIN-00066113

Date: 29^th May, 2019