DIRECTORS' REPORT

TO

THE MEMBERS,

Your Directors present the Eighth Annual Report together with the audited Balance Sheet and the Statement of Profit and Loss of Bhilwara Technical Textiles Limited ("BTTL") for the year ended 31st March 2015.

COMPANY'S PERFORMANCE

Your Company's performance during the fiscal year 2014 -2015 is summarized below:

DIVIDEND AND OTHER APPROPRIATIONS

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

OPERATIONAL INFORMATION

Your Directors inform that the Company is continuously exploring opportunities and avenues for pursuing business operations. Your Company, during the year under review, did not pursue Yarn Trading business in view of very low margins and the foreign exchange risk.

Your Directors inform the members that your Company, during the year under review recorded satisfactory profitability. The Company achieved a net profit of Rs. 164.88 lacs against Rs. 172.02 lacs in the previous year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Riju Jhunjhunwala, Director retires by rotation and being eligible offers himself for reappointment.

As informed to the members in the previous report by your Directors Shri P. S. Dasgupta, Independent Director was appointed for a term of 5 years by the

Shareholders at the last Annual General Meeting held on the 30th September, 2014.

Your Directors further inform the members that, during the year under review, Smt. Geeta Mathur who was appointed as an Additional Director, demitted office as a Director effective from 1st January, 2015. Also, Shri Pawan Kumar Deora, Non Executive Director of the Company resigned from the Board of the Company due to personal reasons on 27th March, 2015. Your Director wish to place on record the contribution made by Shri Pawan Kumar Deora and Smt. Geeta Mathur during their tenure. Smt. Sunita Mathur was appointed as an Additional Director on 27th March, 2015 in the category of Independent Director. Your Directors take this opportunity to welcome Smt. Sunita Mathur on the Board. The proposal for confirmation of her appointment as a Director as well as Independent Director for a term of 5 years shall be put up before the ensuing Annual General Meeting.

Further, Shri Shekhar Agarwal, Chairman & Managing Director of the Company, whose term was due to expire on the 31st March, 2015 was re appointed by the Board for a term commencing from 1st April, 2015 for a period upto 31st March, 2018. Your Director further approved the proposal to make the appointment of Shri Shekhar Agarwal liable to retire by rotation as Director. The said proposal shall be put up before the members at the ensuing Annual General Meeting.

Your Directors further inform the members that the declaration has been taken from the independent directors at the beginning of the financial year stating that they meet the criteria as specified under sub-section (6) of Section 149 of the Companies Act, 2013.

During the year, Shri Shekhar Agarwal, Chairman & Managing Director of the Company and Ms. Khwahish Rawal, Company Secretary & Chief Financial Officer of the Company were designated as Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013.

AUDITORS APPOINTMENT

M/s. Ashim & Associates, (Firm Registration No. 006064N) Chartered Accountants, New Delhi, Statutory Auditor of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible under Section 141 of the Companies Act, 2013 and the Rules framed thereunder, offer themselves for re-appointment. The observations of the Auditors, if any, are explained wherever necessary, in the appropriate notes to the accounts.

Further, pursuant to section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, Ms. Khwahish Rawal was appointed as the Internal Auditor of the Company for the Financial Year 2014-15.

Your directors further inform that pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri Devesh Pandey, Practicing Company Secretary Membership No. ACS 27793 and Certificate of Practice No. 10021 was appointed as the Secretarial Auditor of the Company for the Financial Year 2014-15. The Report of Secretarial Audit is annexed as Annexure-I.

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 thereunder. 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

Pursuant to section 92 of the companies Act, 2013 read with Rule 12 of The Companies (Management and administration) Rules, 2014, the Extract of Annual Return is attached as Annexure-II.

DIRECTORS' APPOINTMENT AND REMUNERATION  POLICY

Pursuant to the provision of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement the Board of Directors on the recommendation of Nomination and Remuneration Committee has framed a policy for the appointment of Directors and Senior Management and their remuneration. The 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 Clause 49 of the Listing agreement, the annual evaluation has been made by the Board of its own performance, its committees and the individual  directors. The manner of evaluation is mentioned in the Nomination and Remuneration policy which forms part of Board Report.

PARTICULARS OF INVESTMENTS

Details of 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.

PARTICULARS OF CONTRACTS OR

ARRANGEMENTS WITH RELATED PARTIES

Your Directors inform the Members that no contracts or arrangements were entered into with the related parties.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant and material order passed by the regulators or courts.

RISK MANAGEMENT

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

CORPORATE GOVERNANCE

Your company has complied with all the requirements of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchange, where the Company's shares are listed.

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 Ashim & Associates (Firm Registration No. 006064N), Chartered Accountants, New Delhi regarding compliance of the conditions of the Corporate Governance as stipulated under Clause 49 of the Listing Agreement 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 behaviour, 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/invs_rel.html>

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as required by clause 49 of listing agreement, forms part of the Annual Report.

INTERNAL CONTROL SYSTEMS

The Company has an internal control system commensurate with its size and nature of business. These systems provide a robust structure which in turns help in the complying of various laws and statutes which automatically translates into Financial and Operational Development of the Company.

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 recommends the same to the Board for its approval.

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 Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure-IV forming part of this Report.

PARTICULARS OF EMPLOYEES

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

Further your Directors inform the members that pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee is drawing remuneration in excess of the limits prescribed under the said provision.

ASSOCIATE COMPANY

A statement containing the salient features of the financial statements of its Associate Company in the prescribed format AOC-1 is annexed as Annexure-VI

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 judgements 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, 2015 and of the Profit and Loss of the Company for the year ended on that date;

c) proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;

e) proper internal financial controls were in place and that financial controls were adequate and were operating effectively.

f) systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

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

SHEKHAR AGARWAL

CHAIRMAN & MANAGING DIRECTOR DIN -00066113

Place: Noida

Date: 5th May, 2015