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Priya Ltd.

BSE: 524580 Sector: Others
NSE: PRIYADYES ISIN Code: INE686C01014
BSE 00:00 | 24 Apr 2020 Priya Ltd
NSE 05:30 | 01 Jan 1970 Priya Ltd

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OPEN 11.32
PREVIOUS CLOSE 11.32
VOLUME 115
52-Week high 39.80
52-Week low 10.73
P/E
Mkt Cap.(Rs cr) 3
Buy Price 10.88
Buy Qty 1.00
Sell Price 10.76
Sell Qty 1.00
OPEN 11.32
CLOSE 11.32
VOLUME 115
52-Week high 39.80
52-Week low 10.73
P/E
Mkt Cap.(Rs cr) 3
Buy Price 10.88
Buy Qty 1.00
Sell Price 10.76
Sell Qty 1.00

Priya Ltd. (PRIYADYES) - Director Report


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Company director report

To the members OF priya limited

The Directors present their 32nd Annual Report along withthe Audited Financial Statement of Accounts for the Financial Year 2018-19.

Financial performance

The financial performance of the Company for the Financial Year 2018-19in comparison to the previous financial year 2018-19 are summarised as below:

Year Year
Ended Ended
31/03/2019 31/03/2018
Revenue from 2208.85 9161.26
Operation
Other income 126.24 56.96
2335.09 9218.22
Profit/ (loss) before (1632.60) 83.11
Tax
Less: 1) Current Tax 0.00 30.43
- for current year
- For earlier years (12.76) 0.00
2) Deferred tax 2.76 3.84
Profit/(loss) After tax (1622.60) 48.84
Other Comprehensive 8.14 17.19
Income
Total Comprehensive (1614.46) 66.03
Income

The Company has prepared the financial statements in accordance withIndian Accounting

Standards (Ind AS) notified under the Companies

(Indian Accounting Standards) Rules 2015 read with Section 133 ofCompanies Act 2013 (the ‘Act') and other relevant provisions of the Act.

Dividend

The Board of Directors of your Company after considering losses for FY2018-19 has decided that it would be prudent not to recommend any Dividend foe the yearunder review.

Transfer to reserves

The Company has not transferred any amount to Reserves for thefinancial year ended 31st March 2019.

Share capital

The paid up equity capital as on 31st March 2019 wasRs.30023000.

During the year under review the Company has not issued shares orconvertible securities or shares with differential voting rights nor has granted any stockoptions or sweat equity or Warrants.

The authorized share capital of the Company was Rs.75000000/- as onMarch 31 2019.

Operations

During the year under review the aggregate turnover of your Company wasRs.2208.85 Lakhs as compared to Rs.9161.26 Lakhs in the previous year. The Company hasincurred a Net Loss of Rs.1622.60 Lakhs in 2018-19 as compared to previous year'sNet Profit of

Rs.48.84 Lakhs.

Your Company is concentrating in the marketing of VXL Thin Clients andother computer peripherals (Keyboard/Mouse Monitors etc.) And is targeting a greatermarket share in these key areas. Your Company has also started marketing of varioussoftware products and offering solutions for different industries.

All the branches are adequately equipped to provide complete support tothe customers. Internal control systems have been well established and cost consciousnessin branch operations has trying to improved the profitability of the Company.

Directors And Key managerial personnel

i. Re-appointment

In accordance with provisions of the Act Mr.Ashish Bhuwania retiresby rotation at the ensuing Annual General Meeting ("AGM") and being eligiblehas offered himself for re-appointment.

The disclosures required pursuant to Regulation 36 of the SEBI ListingRegulations and Clause 1.2.5 of the Secretarial Standard are given in the Notice of AGMforming part of the Annual Report.

ii. Independent directors

The Members of the Company had at the 27th Annual GeneralMeeting held on August 20 2014 appointed Mr. Radhakrishna K. Saraswat Mr. Mahendra K.Arora and Mr. Anuj Bhargava as Independent Directors of the Company for a period of fiveyears with effect from August 20 2014 as well as Members of the Company had at the 28th

Annual General Meeting held on August 20 2015 appointed Mr. P.V.Hariharan as Independent Director of the Company for a period of five

5 2015. According to their terms the tenure of Mr. Radhakrishna K.Saraswat and Mr. Mahendra K. Arora and Mr. Anuj Bhargava as Independent Directors termexpires on August 19 2019 and Mr.P.V.Hariharan term expires on February 4 2020respectively.

On recommendation of Nomination & Remuneration Committee the Boardof Directors at its meeting held on May 30 2019 subject to the approval of shareholdersat ensuing AGM re-appointed Mr. Radhakrishna K. Saraswat Mr. Mahendra Arora Mr. AnujBhargava and Mr. P.V. Hariharan as Independent Directors of the

Company for a further periodoffiveyears respectively with effect fromSeptember 20 2019 and February 5 2020 respectively.

A brief profile of Mr. Radhakrishna K.

Saraswat Mr. Mahendra Arora Mr. Anuj Bhargava and Mr. P.V. Hariharanare provided in the Notice of AGM.

Declaration By independent directors

The Company has received declarations from all the IndependentDirectors of the

Company confirming that they meet the criteria of independence asprescribed under Section 149 (6) of the Act and Regulation 25 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").

iii. Key managerial personnel:

In terms of Section 203 of the Act the Key Managerial Personnel (kmps)of the Company during FY 2018-19 are:

Mr.Rakesh Jain Chief Financial Officer

Mr. Saishwar Dalvi - Company Secretary

& Compliance officer of the Company has resigned w.e.f. 01 April2019. Board places on record its deep appreciation for the excellent contributions made byMr. Saishwar Dalvi during his tenure.

Ms. Rajeshree Chougule has been appointed as Company Secretary &

Compliance officer of the Company w.e.f. 2

April 2019.

Ms. Rajeshree Chougule– Company Secretary is the Key ManagerialPersonnel of the Company in accordance with the provisions of Sections2(51)yearswitheffectfrom 203 of the Companies Act 2013 read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014

(including any statutory modification(s) or re-enactment(s) for thetime being in force).

Audit:

1) statutory Audit:

Under Section 139 of the Companies Act 2013 and the Rules madethereunder it is mandatory to rotate the statutory auditors on completion of the maximumterm permitted under the provisions of Companies Act 2013. In line with the requirementsof the Companies Act 2013 M/s. Kanu Doshi Associates LLP Chartered Accountants (ICAIFirm No.104746W/W100096) were appointed as the Statutory Auditors of the

Company to hold office from the conclusion of 30th AnnualGeneral Meeting till the conclusion of 35th Annual General Meeting subject toratification by Shareholders at each AGM.

In accordance with the Companies Amendment Act 2017 enforced on May07 2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors isnot required to be ratified at every Annual

General Meeting.

During the year the statutory auditors have confirmed that theysatisfy the independence criteria required under the Companies Act 2013 and otherapplicable provisions of law. The Report of the Statutory Auditor forming part of theAnnual Report does not contain any qualification reservation adverse remark ordisclaimer. The observations made in the Auditor's Report are self-explanatory andtherefore do not call for any further comments.

2) secretarial Audit:

Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorappointed M/s.Sonal Kothari & Associates Company Secretaries in Practice to conductthe Secretarial Audit of the Company for year ended March 31 2019.

The Report of the Secretarial Audit is annexed herewith as Annexure- A.

The said Secretarial Audit Report mention certain observation to whichthe Board given their reply as follows:

Observation no.1:

The Company has not informed the Stock Exchange about newspaperpublication of Notice of Board Meeting dated 28th May 2018 09thAugust 2018 and 14th November 2018 in which financial results were discussedand not submitted a copy of newspaper clipping publication of financial results for theBoard

Meetings held on 28th May 2018 and 09th August2018.

Comment of Board of directors:

The Board took note of the same and submitted that the Company hadpublished the Intimation of the Board Meeting and published the financial results in thenewspaper in every quarter. However it had failed to intimate the same to the StockExchange for the two Board Meetings. Hence the Board tookj note of the same and ensuredthat Regulation 47 is strictly adhered to in thr henceforth quarters.

Observation no.2:

As per the Certificate

Co. Company Secretaries under regulation 40(9) the Company has notdelivered during the half year ended on 31st March 2019 Share/

Debenture Certificate{s) relating to the transfer of Shares/Debenturesreceived during the period from 1st October 2018 to 31st March2019 as entered in the Memorandum of Transfers within thirty days of the date oflodgment for transfer from respective date of lodgment of each deed excepting thoserejected on technical grounds.

Comment of Board of directors:

Reason for delay as stated by the RTA is that from the month ofseptember 2018 there has been a huge surge in receipt of the demat and transfer requestsresulting in few of them getting actioned late.

As per the records made available there were there were no requestsrelating to sub-division (split) consolidation renewal exchange or endorsement ofcalls/ allotment monies received during the period commencing from 1st October2018 to 31st March 2019.

This delay due to Share Transfer Agent action and not due to Companyfault for doiinf anything late.

Observation no.3:

Thecompanyhasreceivedanoticeundersection 13(2) of Securitization andReconstruction of Financial assets and Enforcement of Security Interest Act 2002 fromIndian Bank Mumbai Fort Branch Bank of Maharashtra Mumbai Industrial Finance Branch andUnion Bank of India) Nariman Point Branch to discharge the liabilities due and owing tothe Banks with future interest and incidental expenses cost etc. The Banks have furtherinformed that the account of the Company has become NPA. The above said Banks haveinformed the Company that in case the Company fails to repay or discharge the liabilitiesthe Banks shall exercise all or any of the rights detailed under Sub Section 4 of Section13 and other applicable provisions of the SARFAESI Act. However the Company has repliedto the said Notice and submitted their reply to the Stock Exchange.

Comment of Board of directors:

The Company received a notice under Section 13(2) of Securitization andReconstruction of Financial assets and Enforcement of Security Interest Act 2002 fromIndian issued by Bank banksprsof Maharashtra and Union Bank of India which had providedfunds towards working capital requirements informing that the Company's accountshave been NPA and on that basis all outstanding loans have been recalled. The Company haverepaid part of loan at the end of the year and had also requested foe extension of time tosettle the same. The said loan is also guaranteed by Directors and two other groupCompanies based on continuous follow up with overseas customers and based on the forecastthe management of the Company has every intention and will make every efforts to repay theloans. The interest provision on said NPA/ recalled accounts have been made on accrualbasis.

Change in nature OF business

There is being no change in the nature of business of the companyduring the year.

Management discussion And analysis report

Management Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 is presented in separate section forming part of the Annual Report.

Corporate governance

At the Company we ensure that we evolve and follow the corporategovernance guidelines and best practices sincerely to boost long-term shareholder valueand to respect minority rights. The Company considers it an inherent responsibility todisclose timely and accurate information regarding its operations and performance as wellas the leadership and governance of the Company.

The Report on Corporate Governance along with the Certificate thecompliance of Corporate Governance conditions form parts of this Annual Report.

Corporate socialresponsibility

In pursuant to the provisions of section 135 of the Companies Act2013 Corporate Social Responsibility is not applicable to your company.

Dematerialization

Your Company has tied up with National Securities Depository Ltd.(NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the shareholders totrade and hold shares in an electronic/dematerialized form.

The shareholders are advised to take benefits of dematerialization.

Board And committee evaluation

The annual evaluation process of the Board of Directors individualDirectors and Committees was conducted in accordance with the provision of the Act and theSEBI Listing Regulations. The Board evaluated its performance after seeking inputs fromall the directors on the basis of criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc. The performance of theCommittees was evaluated by the Board after seeking inputs from the committee members onthe basis of criteria such as the composition of committees effectiveness of committeemeetings etc. The above criteria are as provided in the Guidance Note on

Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the NRC reviewed the performance of individual directorson the basis of criteria such as the contribution of the individual director to the boardand committee meetings like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc.

In a separate meeting of independent directors performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally they alsoevaluated the Chairman of the Board taking into account the views of Executive andNon-Executive Directors in the aforesaid meeting. The above evaluations were thendiscussed in the Board meeting and performance evaluation of Independent Directors wasdone by the entire Board excluding the Independent Director being evaluated.

Nomination & remuneration policy

The Board has on the recommendation of the Nomination &Remuneration committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Remuneration Policy is stated in the CorporateGovernance Report.

Material changes & commitments

There are no material changes and commitments affecting the financialposition of the Company that have occurred between the end of the financial year of theCompany and the date of the report.

Subsidiary companies

The Company does not have any subsidiary Company.

Listing OF shares

The Company's equity shares continue to be listed on BSE Limited(BSE). The Company had applied for de-listing of equity shares from The Calcutta StockExchange Ltd. (CSE) and the said de-listing permission is in process and the Company isconstantly following up with the Exchange for completion of the process. The listing feefor the financial year 2019-20 was duly paid to BSE Limited.

Meetings OF the board

During the financial year four (4) Board Meetings of the Board ofDirectors were held the details of which given in the Corporate Governance

Report of the Company which forms a part of this Report. The maximuminterval between any two meetings did not exceed 120 days as prescribed under the Act.

Board And committee evaluation

The Companies Act 2013 and SEBI Listing Regulations contains broadprovisions on Board Evaluation i.e. Evaluation of the performance of (i) the Board as awhole (ii) individual Directors (including Independent Directors and Chairperson) and(iii) various Committees of the Board.

The Companies Act 2013 and SEBI Listing Regulations contains broadprovisions on Board Evaluation i.e. Evaluation of the performance of (i) the Board as awhole (ii) individual Directors (including Independent Directors and Chairperson) and(iii) various Committees of the Board.

A separate meeting of Independent Directors was held to discuss theperformance of Non-Independent Directors Board as a whole and Chairman after consideringthe views of Executive Directors and Non-Executive Directors.

Composition OF the committees OF the board:

There are currently Three Committees of the Board as under:

Audit committee

During the year (4) Four Audit Committee Meetings was held. The Detailsof which are given in Corporate Governance Report.

Name Designation Category
Mr. R. K. Chairman Independent / Non–
Saraswat Executive Director
Mr. M. K. Member Independent / Non-
Arora Executive Director
Mr. A. K. Member Non Executive
Bhuwania Chairman

The company is having an audit committee comprising of the followingdirectors: nomination And remuneration committee

During the year (2) Two Nomination and Remuneration Committee Meetingswas held. The Details of which are given in Corporate Governance Report.

The company is having a Nomination and Remuneration Committeecomprising of the following directors:

Name Designation Category
Mr. M. K. Chairman Independent / Non–
Arora Executive Director
Mr. R. K. Member Independent / Non-
Saraswat Executive Director
Mr. A. K. Member Non Executive
Bhuwania Chairman
Mr. Anuj Member Independent / Non–
Bhargava Executive Director

Stakeholder relationship committee.

During the year (3) Three Stakeholders Relationship Committee Meetingswas held. The Details of which are given in Corporate Governance Report.

The company is having a Stakeholder Relationship Committee comprisingof the following directors:

Name Designation Category
Mr. M. K. Chairman Independent / Non–
Arora Executive Director
Mr. R. K. Member Independent / Non-
Saraswat Executive Director
Mr. A. K. Member Non Executive
Bhuwania Chairman

Extract OF annualreturn:

The details forming part of the extract of the Annual Return in FormMGT-9 is annexed herewith as Annexure-B.

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of theCompanies (Management and Administration) Rules 2014 the extract of Annual Return inForm MGT-9 is provided in Annexure -B to this Report and is also availableon the Company's website www.priyagroup. Com.

Public deposits:

Your Company has not accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.

Particulars OF loans guarantees Or investments

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

Compliance with secretarial standards

Your Directors confirm that the Company has devised proper systems toensure compliance with the provisions of all applicable Secretarial Standards issued bythe Institute of Company Secretaries of India and that such systems are adequate andoperating effectively.

Internal financial controls

The Board has adopted policies and procedures for ensuring orderly andefficient conduct of its business including adherence to the Company's policiessafeguarding its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures.

The Audit Committee is responsible for implementing and maintaining theinternal control and periodically reviews the adequacy and effectiveness of theCompany's internal control environment and monitors the implementation of auditrecommendations including those relating to strengthening of the Company's riskmanagement policies and systems.

The Company has adopted accounting policies which are in accordancewith Indian Accounting

Standards (Ind AS) notified under the Companies

(Indian Accounting Standards) Rules 2015 read related partytransactions made by with Section 133 of the Act and other relevant provisions of theAct.

Unpaid /unclaimed dividend

Pursuant to Section 124 of the Companies Act

2013 unclaimed dividend for the financial year

2010-11 have been transferred by the Company to the Investor Educationand Protection Fund established by Central Government. Details of unpaid and unclaimedamounts lying with the Company have been uploaded on the Company's website.

Disclosure AS Per the sexual harassment OF women At workplace(prevention prohibition And redressal) act 2013

The Company has always provided a safe and harassment free workplacefor every individual working in its premises through various policies and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. The Company is activelyinvolved in ensuring that the employees/ resources are aware of the provisions of the POSHAct and rights thereunder.

The Company has constituted an Internal Committee (IC) as requiredunder POSH Act and the constitution of the committee is in compliance with the said Act.

The Company has also adopted Anti-Sexual Harassment Policy in placewhich is in line with requirements of the POSH Act 2013 and is fully committed to upholdand maintain the dignity of every women executive working in the Company. TheCompany's Policy provides for protection against sexual harassment at workplace andfor prevention and redressal of such complaints.

Number of complaints pending as on the beginning of the financial year:0 Number of complaints filed during the financial year: 0 Number of complaints pending ason the end of the financial year: 0

related partytransactions

All material related party transactions that were entered into duringthe financial year were on an arm's length basis and were in the ordinary course ofbusiness. There are no materially significant the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee asalso the Board for approval. The policy on Related Party Transactions as approved by theBoard is uploaded on the Company's website.

Your Directors draw attention of the members to

Note No.37 to the financial statement which sets out related partydisclosures.

Vigil mechanism/ whistle blower policy Pursuant to section 177(9)& (10) of the Companies Act 2013 rules made thereunder and Regulations 22 of SEBI(Listing Obligation and Disclosure Requirements) Regulations

2015 the Company has established a Vigil Mechanism for Directors andemployees to report genuine concern. The Vigil Mechanism Policy has been uploaded on thewebsite of the Company.

Development And implementation OF A risk management policy:

The Company has been addressing various risks impacting the Company andthe policy of the Company on risk management is already adopted.

The main objective of this policy is to ensure sustainable businessgrowth with stability and to promote a pro-active approach in reporting evaluating andresolving risks associated with the business. In order to achieve the key objective thepolicy establishes a structured and disciplined approach to Risk Management in order toguide decisions on risk related issues.

Directors responsibility statement:

Pursuant to Section 134(5) of the Companies Act 2013 Directors ofyour Company hereby state and confirm that: -

  1. in the preparation of the annual accounts for the year ended 31st March 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures;
  2. they 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 of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

F) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

Significant And material orders passed By the regulators Or courts

There are no significant passed by the Regulators or Courts that wouldimpact the going concern status of the Company and its future operations.

Conservation OF energy technology absorption foreign exchangeearnings And outgo: conservation OF energy:

  1. the steps taken or impact on conservation of energy The Company continues to accord high priority to conservation of energy by opting for more power effective replacements of equipments and electrical installations.
  2. the steps taken by the company for utilising alternate sources of energy: None iii) the capital investment on energy conservation equipments: None

technology absorption:

  1. the efforts made towards technology absorption Every effort is made by the company to update the technological skills of its technical staff in order to ensure that they possess adequate skills to enable them to serve the Company's clients.
  2. ii) the benefits derived like product improvement cost reduction product development or import substitution The Company has successfully achieved results in reducing the cost power consumption and improving the technical efficiencies and productivity.

  3. Particulars of imported technology (imported during the last 3 years reckoned from the beginning of the financial year): None

iv) the expenditure incurred on Research and Development: None

Foreign exchange earnings And outgo:

The relevant information in respect of the foreign exchange earningsand outgo has been given in the Notes forming part of the Accounts for the financial yearended 31 st March 2019.

Particulars OF employees:

Information required under Section 197(12) read with Rule 5 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is givenbelow: -(i) Ratio of remuneration of each Director to the median employee'sremuneration for the financial year:

Name Designation Ratio
Aditya Whole Time 8.60
Bhuwania Director

For this purpose sitting fees paid to Non Executive Directors have notbeen considered as remuneration.

(ii) Percentage increase in remuneration of each Director CFO and CS:

Name Designation %
Increase/
Decrease
Aditya Whole Time (6)
Bhuwania Director
Rakesh Chief Financial (0.47)
Jain Officer
Saishwar Company 20.58
Dalvi Secretary

(iii) The percentage increase in the median remuneration of employees:1.64% (iv) The number of permanent employees: 49 (v) Average percentile increase made inthe salaries of employees other than key managerial personnel in the last financial yearand its comparison with the percentile increase in the managerial remuneration andjustification thereof and point out if there are any exceptional circumstances forincrease in the managerial remuneration:

Average increase made in the salaries of employees other than keymanagerial personal during the year is (3.47%) versus no increase in managerialremuneration. There are no other exceptional circumstances for increase in theremuneration of key managerial personal and increase in remuneration has been inaccordance with the Company's policies.

(vi) The Company affirms that the remuneration is as per theremuneration policy of the Company.

Appreciation & acknowledgements

Your Directors take place on record their deep appreciation toemployees at all levels for their hard work dedication and commitment. The Directors alsotake this opportunity to thank all Investors Customers Bankers Regulatory bodiesStakeholders including financial

Institutions and other business associates who have extended theirvaluable sustained support and encouragement during the year under review.

For and on behalf of the Board
For Priya Limited
Arunkumar Bhuwania R. K. Saraswat
Chairman/ Director Director
DIN:00387445 DIN:00015095
Place : Mumbai
Date : 30th May 2019


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