B T Syndicate Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting the 32nd Annual Report together with audited statement of accounts of the Company for the year ended on 31st March 2015.

OPERATIONS DURING THE YEAR:

The company has been able to achieve better turnover than the last year.

FINANCIAL RESULTS:

The Financial Activities are as follows:-

PARTICULARS

AMOUNT (RS. IN LACS)

2014-15 2013-14
Turn Over 609.06 8.72
Expenses 600.36 3.97
Profit Before Tax 8.69 3.04
Provision for Tax 0.00 0.92
Profit after Tax 8.69 2.06

Dividend:

The Board of Directors does not recommend any Dividend for the year under review.

Subsidiary Companies:

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

Acceptance of Fixed Deposits:

The Company has not accepted any Fixed Deposits from general public within the purview of Section 58 A, of the Companies Act, 1956, during the year under review.

Directors:

During the year under review, Mr. Priyesh Shantilal Jain, who was appointed as Additional Director on 24th February, 2014, is liable to retire at the forthcoming Annual General Meeting. The Board has appointed Mr. Priyesh Shantilal Jain as Non-Executive Director of the Company for a period of 2 years. Mr. Ashwin Javerchand Gada resigned on 31st December 2014. Mr. Amarjeet Kumar was resigned on 24th March,2015. The Board places on records its deep appreciation and respect for the valuable advice and guidance received from them.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

Other Corporate Information

The Company has signed the Tripartite Agreement with NSDL. The equity shares of the Company were admitted by NSDL on 05th August, 2014.

Independent Director

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Boards Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (AGM) of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

Auditors:

The Statutory Auditors, M/s. Rathi KK and Co., had been appointed to hold office until the conclusion of the ensuing Annual General Meeting; however he is also eligible for re- appointment and his willingness for re-ppointment have been intimated to the Company well in advance. Further he has also confirmed that he is not disqualified for re- appointment within the meaning of Section 141 of the Companies Act, 2013 and his appointment, if made would be within the limits specified in Section 139 of the said Act.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. Rathi K K & Co., Chartered Accountants, Mumbai, is eligible to hold the office for a period of five years up to 2019.

The members are therefore requested to appoint M/s. Rathi K K & Co., Chartered Accountants as auditors for five years from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting, to be scheduled in 2019 and to fix their remuneration for the year 2014-15.

Auditors Report:

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

FOREIGN EXCHANGE EARNING AND EXPENDITURE:

There were no Foreign Exchange transactions during the year.

PERFOMANE AND FINANCIAL POSITION OF SUBSIDARY AND ASSOCIATE COMPANIES :

As per section 2(87) and 2(6) of companies Act 2013, and as on date, the company whether has any subsidiary fro any associates company and hence do not call for any disclosure under this head.

A) Secretarial Audit:

Pursuant to the provision of section 2014,of the companies Act 2013 and rules made there under M/s Roy Jacob & Co. Mumbai, Company Secretary in whole time practice was appointed to conduct secretarial audit for the year ended 31.03.2015

M/s Roy Jacob & Co. practising company secretary has submitted report on the secretarial audit from a part of this report as Annexure A.

AUDIT REPORT STATUTORY & SECRETARIAL:

The Auditor report on the financial statement and secretarial audit report for the account year is self explanatory. Therefore does not require any further explanation.

B) INTERNAL AUDITOR:

Pursuant to section 138 of the companies Act 2013 and Rule to of the companies (account) Rules 2014, the board of director of the company is under process to appoint internal auditor, however in the opinion of the board and size of the company, it is not necessary to appoint internal auditor.

EXTRACT OF ANNUAL RETURN :

The extract of annual return from MGT-9, as provided U/s 92(3) of the companies Act 2013, read with rule 12 of the companies (Management & Administration) Rules,2015 is annexed here to an Annexure -B, with their report and shall form of the Board Report.

SEPARATE MEETING OF INDEPENDENT DIRECTOR:

In the compliance with the provision of the companies Act 2013 and clause 49 of the listing agreement entered into between the company and BSE, a separate meeting of independent director was held on 30th January 2015.

FORMAL ANNUAL EVALUATION:

Pursuant to section 134 (3)(p) of the companies Act 2013 and Rule 8(4) of companies (account)RuIes 2014 and clause 49 IV (b) of listing agreement, the board has carried out evaluation of its own performance, the directors,

individuals as well as evaluation of its committees as per the criteria laid down in the Nomination, Remuneration as evaluation policy. The Board approved the evaluation resolution as collected by the nomination and remuneration committee.

MATERIAL CHANGES AND COMMITMENT. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year under review there were no material change and commitment affecting the financial position of the Company.

SIGNIFICANT AND MATERIALORDERS PASSED BYTHE COURTS/REGULATORS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1) AND 188(2) OF THE COMPANIES ACT. 2013

The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialization and the Companys long-term strategy for sectoral investments, optimization of market share, profitability, liquidity and capital resources of its group companies. All related party transactions that were entered introducing the financial year were at Arms Length basis and were in the ordinary course of business, the same were placed before the Audit Committee for the review and noting, in their respective meetings. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Further, as there are no such transactions inconsistent with sub-section (1) of section 188 of the Companies Act, 2013, so no AOC-2 is required to be given in this report,

Pursuant to the Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) are available in the Note No. 1 (II) (O) to the Standalone financial statements section of the Annual Report.

VIGIL MECHANISM:

The Company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Company is committed to develop a culture in which every employee feels free to raise concerns about any poor or unacceptable practice and misconduct. In order to maintain the standards has adopted lays down this Whistle Blower Policy to provide a framework to promote responsible and secure whistle blowing. The Board of Directors of your Company has

adopted the Vigil Mechanism and Whistle Blower Policy in compliance of Companies Act 2013 and Clause 49(F)(3) of Listing Agreement. The same forms part of Companys Code of Conduct.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS:

The company has not issued any shares with differential voting rights and accordingly the provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

DETAILS OF SWEAT EQUITY SHARES:

The company has not issued any sweat equity shares and accordingly the provisions of Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

DETAILS OF EMPLOYEES STOCK OPTION SCHEME :

The company has not granted stock options and accordingly the provisions of Section 62(l)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year. DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED The company has not made any provision of money for the purchase of, or subscription for, shares in the company or its holding company, if the purchase of, or the subscription for, the shares by trustees is for the shares to be held by or for the benefit of the employees of the company and accordingly the provisions of Chapter IV (Share Capital and Debentures) of the Companies Act, 2013 and rules framed there under are not applicable for the year.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company is not required to constitute a Corporate Social Responsibility Committee due to non fulfillment of any of the conditions pursuant to section 135 of the Companies Act, 2013.

INVESTOR SERVICES:

The company has established connectivity with both the depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of de-materialization of Companys shares on either of the Depositories as aforesaid.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risk as also identify business opportunities. The objectives and scope of the Risk Management Committee broadly comprises:

• Oversight of risk management performed by the executive management;

* Reviewing the Risk Management Policy and Framework in line with Local legal requirements and SEB1 guidelines

• Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a predefined cycles.

* Defining framework for identification, assessment, monitoring, mitigation and reporting of risk. Within its overall scope as aforesaid, the Committee shall review risk trends, exposure, potential impact analysis and mitigation plan. The Risk management committee was constituted as on 12.02.2015

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL1 ACT. 2013

The Board of Directors of the Company has approved and adopted the "Policy on Prevention of Sexual Harassment at Workplace" to provide equal employment opportunity and is committed to provide a work environment that ensures every woman employee is treated with dignity and respect and afforded equitable treatment. The Company has formed an Internal Complaints Committee where employees can register their complaints against sexual harassment. This is supported by the Sexual Harassment Policy which ensures a free and fair enquiry process with dear timelines.

CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND COPE OF CONDUCT UNDER SEBI (PROHIBITION OF INSIDER TRADING! REGULATIONS. 2015

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has formulated and adopted the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" (Code of Fair Disclosure) of the Company. The Board has also formulated and adopted "Code of Conduct for Prohibition of Insider Trading" (Code of Conduct) of the Company as prescribed under Regulation 9 of the said Regulations.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND:

During the year under review, the Company was not required to transfer any amount in the Investors Education and Protection Fund.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board reconstituted the Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013, rules made there under Clause 49 of the Listing Agreement entered into between the Company and the Bombay Stock Exchange; the Company has adopted a comprehensive policy on Nomination and Remuneration of Directors on the Board. As per such policy, candidates proposed to be appointed as Directors on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting. The Nomination and Remuneration Committee shall formulate the criteria for determining the qualifications, positive attributes and independence of a Director and 10 recommend to the Board a policy, relating to the Remuneration for the Directors, Key Managerial Personnel and other employees.

The Nomination and Remuneration Committee shall ensure that—

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to directors, KMPs and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

During the year under review, none of the Directors of the company receive any remuneration. The composition of Nomination and Remuneration Committee has been disclosed in the Report on Corporate Governance.

CODE OF CONDUCT FOR ALL BOARD MEMBERS AND SENIOR MEMBERS AND DUTIES OF INDEPENDENT PIRETORS

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on Companys website. Board Members and Senior Management Personnel have affirmed the compliance with the Code for Financial Year 2014-2015. A separate declaration to this effect has been made out in the Corporate Governance Report. The Company has also adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct as required under Regulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

DISCLOSURE OF FRAUDS IN THE BOARDS REPORT U/S143 OF THE COMPANIES ACT. 2013 During the year under review, your Directors do not observe any contract, arrangement and transaction which could result in a fraud; your Directors hereby take responsibility to ensure you that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2014-2015.

AUDIT COMMITTEE:

The Company has formed an Audit Committee comprising of 3 directors. The terms of the reference of the committee are in line with the requirements as stipulated u/s 292A of the Co. Act 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement.

Directors Responsibility Statement:

In accordance with the requirement of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

(i) In the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the Directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit and loss of the Company for the year ended 31st March, 2015.

(iii) That the Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities. And that the Directors have prepared the Annual Accounts on a going concern basis.

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

(v) That the development & implementation of a risk management policy for the company including identification therein of element of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

(vi) There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report.

(vii) That there no contracts or arrangement with related parties referred to in sub-section (1) of section 188.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Auditor confirming compliance forms a part of this Report. Though the Corporate Governance is not applicable for the Company as the Paid-up Capital & Net worth of the Company is below the prescribed limit set by SEBI/Stock Exchange. However, Company has voluntarily adopted Corporate Governance practice.

Executive Directors Certificate:

A Certificate from the Executive Director in respect of the Financial Statements forms part of the Annual Report

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Conservation Of Energy, Technology Absorptions and Foreign Exchange Earnings and Outgo:

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 217(l)(e) of the Companies Act, 1956 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

Particulars of Employees:

None of the employees of the Company is in receipt of remuneration prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

Acknowled gement:

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Companys performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

By Order of the Board
For BT SYNDICATE LIMITED
PLACE: Kolkata
DATE: 02-09-2015 BHAVIN SHANTILAL JAIN
(MANAGING DIRECTOR)
DIN NO:- 00741604