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Priya Ltd.

BSE: 524580 Sector: Others
NSE: PRIYADYES ISIN Code: INE686C01014
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NSE 05:30 | 01 Jan Priya Ltd
OPEN 6.32
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VOLUME 960
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OPEN 6.32
CLOSE 6.40
VOLUME 960
52-Week high 14.81
52-Week low 6.15
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Priya Ltd. (PRIYADYES) - Director Report

Company director report

TO THE MEMBERS OF PRIYA LIMITED

The Directors present their 33rd Annual Report along with the AuditedFinancial Statement of Accounts for the Financial Year 2019-20. FINANCIAL PERFORMANCE Thefinancial performance of the Company for the Financial Year 2019-20 in comparison to theprevious financial year 2018-19 are summarised as below:

(Rs. in Lakhs)

Year Ended 31/03/2020 Year Ended 31/03/2019
Revenue from operation 485.90 2208.85
Other Income 48.21 126.24
534.11 2335.09
Profit/ (Loss) before Tax (3938.57) (1632.60)
Less: 1) Current Tax - For current year 0.00 0.00
- For earlier years 0.01 (12.76)
2) Deferred tax 30.15 2.76
Profit/(Loss) After Tax (3968.73) (1622.60)
Other Comprehensive Income (84.51) 8.14
Total Comprehensive Income (4053.24) (1614.46)

The Company has prepared the financial statements in accordance with Indian AccountingStandards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules 2015read with Section 133 of Companies Act 2013 (the ‘Act') and other relevantprovisions of the Act. DIVIDEND

The Board of Directors of your Company after considering losses for FY 2019-20 hasdecided that it would be prudent not to recommend any Dividend for the year under review.

DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

TRANSFER TO RESERVES

No amount was transferred to the Reserves for the financial year ended 31stMarch 2020.

SHARE CAPITAL

The paid up equity capital as on 31st March 2020 was Rs.30023000. Duringthe year under review the Company has not issued any form/ types of securities.

The authorized share capital of the Company was Rs.75000000/- as on March 312020. OPERATIONS

During the year under review the aggregate turnover of your Company was Rs.485.90 Lakhsas compared to Rs.2208.85 Lakhs in the previous year. The Company has incurred a Net Lossof Rs.3968.73 Lakhs in 2019-20 as compared to previous year's Net Loss of Rs.1622.60Lakhs.

Your Company is concentrating in the marketing of VXL Thin Clients and other computerperipherals (Keyboard/Mouse Monitors etc.) and is targeting a greater market share inthese key areas. Your Company has also started marketing of various software products andoffering solutions for different industries.

All the branches are adequately equipped to provide complete support to the customers.Internal control systems have been well established and cost consciousness in branchoperations has trying to improved the profitability of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. COMPOSITION OF BOARD:

The Company has a Non-Executive Chairman and the Company has optimum combination ofExecutive and NonExecutive Directors. The Board comprises of three Independent Directors.

II. BOARD AND COMMITTEE MEETINGS:

None of the Directors on the Board is member of more than 10 committees or Chairman ofmore than 5 committees across all the Companies in which he is a Director. Necessarydisclosures regarding committee positions in other public companies as at 31stMarch 2020 has been made by the Directors.

The names and categories of the Directors on the Board their attendance at BoardMeetings held during the year and at the

last Annual General Meeting and also the number of other directorship and Committeemembership held by them are given below:

Name Designation

Atten- No. of dance Board of Meetings AGM held during held the year on 27th 2019-20

No. of Di- rector- ship in all

No. of Committee positions held

A.K. Bhuwania Chairman No 8 3 1 0 2
R.K. Saraswat Independent / NonExecutive Director Yes 8 7 3 3 2
M.K.Arora Independent / NonExecutive Director Yes 8 7 3 1 3
Anuj Bhargava Independent / NonExecutive Director Yes 8 7 1 0 0
P. V. Hariharan (Resigned as on 12.03.2020) Independent / NonExecutive Director Yes 8 7 1 0 0
Aditya Bhuwania Non- Independent/ Executive Director Yes 8 6 1 0 0
Saroj Bhuwania (Resigned as on 11.09.2019) Non- Independent/ Non Executive Director N.A. 8 3 1 0 0
Ashish Bhuwania (Resigned as on 26.02.2020) Non- Independent/ Executive Director No 8 1 0 0 0
Mini Bhuwania (Appointed as 17.12.2019) Non- Independent/ Non Executive Director N.A. 8 0 0 0 0

III. NO. OF BOARD MEETING:

Five (8) Board Meeting were held during the year 2019-20 on 02.04.2019 18.04.201930.05.2019 14.08.2019 14.11.2019 25.11.2019 17.12.2020 and 12.02.2020. The gap betweentwo meetings did not exceed 120 days.

IV. RETIREMENT BY ROTATION:

In accordance with the provisions of section 152 of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 and the Articles of Association ofthe Company Mr. Arunkumar Bhuwania Director retires by rotation at the ensuing AnnualGeneral Meeting ("AGM") and being eligible has offered himself forre-appointment and your Board recommends his re-appointment.

The disclosures required pursuant to Regulation 36(3) of the SEBI Listing Regulationsand Clause 1.2.5 of the Secretarial Standard are given in the Notice of AGM forming partof the Annual Report.

V. APPOINTMENT

Mrs. Mini Bhuwania (DIN: 08640692) was appointed as an Additional NonIndependentNon-Executive Director of the Company by the Board of Directors of the Company w.e.f. 17thDecember 2019. This appointment up to ensuing Annual General Meeting of the Company. Thisshall be placed for members' approval at the ensuing AGM.

VI. CESSATION -During the year

Mrs.Saroj Bhuwania- Non Executive women Director of the Company resigned fromdirectorship of the Company w.e.f. 11th September 2019.

Mr. Ashish Bhuwania-Executive NonIndependent Director of the Company resigned fromdirectorship of the Company w.e.f. 26th February 2020.

Mr.P.V. Hariharan- Non-Executive Indepdendent Director of the Company resigned fromDirectorship of the Company w.e.f. 12th March 2020.

The Board places on record its sincere appreciation for the valuable contribution madeby him during their tenure as directorship of the Company.

VII. KEY MANAGERIAL PERSONNEL (KMP):

In terms of Section 203 of the Act the Key Managerial Personnel (KMPs) of the Companyduring FY 2019-20 are:

Mr.Rakesh Jain Chief Financial Officer

Ms. Rajeshree Chougule- Company Secretary and Compliance officer of the Company.

VIII. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OFSECTION 149:

The Independent Directors have submitted the Declaration of Independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof Independence as provided in sub section (6) and Regulation 16(1)(b) of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

AUDIT:

1) STATUTORY AUDIT:

M/s. Kanu Doshi Associates LLP Chartered Accountants (ICAI Firm No.104746W/ W100096)were appointed as the Statutory Auditors of the Company to hold office from the conclusionof 30th Annual General Meeting till the conclusion of 35th AnnualGeneral Meeting and he continues to be the Auditors of the Company.

The Auditors' Report to the Shareholders for the year under review has some containbelow Qualification remark.

Remark No.1: Trade Receivables Trade payables and Advance to suppliers which are longoverdue are subject to confirmation and reconciliation if any. Further the Management isconfident enough for receiving the same in due course of time. Our opinion is not modifiedin respect of this matter.

Comment of Board of Directors: The

management is making all the efforts trying to recover the long pending receivables.However since there related with quality the monies may not be recovered. Thereforesuch receivables have been provided for Doubtful Debts in the books of accounts. RemarkNo.2: The Company has provided interest amounting to Rs. 357.33 lakhs on NPA accounts forthe year ended March 31 2020. However in the absence of confirmation from bank regardingrate of penal interest we are unable to comment

upon the booking of provision of such interest. Our opinion is not modified in respectof this matter.

Comment of Board of Directors: The

banks have stopped provided interest in our accounts due to NPA but the same arerecovered as and when monies are paid. In view of the same interest has been provided inthe books of accounts. However we have approached Banks for one-time settlement due tonon-recovery of receivables.

Remark No.3: The Company has made aggregate provision of Rs. 3271.77 lakhs fordoubtful debts (expected credit loss) as at March 31 2020 relating to export sales. TheManagement is yet to approach RBI for approval of writing off the said amount from booksof accounts. Our conclusion is not modified in respect ofthis matter.

Comment of Board of Directors: We would approach the RBI in due course.

2) INTERNAL AUDIT:

The Board of Directors based on the recommendation of the Audit Committee hasre-appointed Ms. Neelambari Patil. Cost Accountants as the Internal Auditors of yourCompany. The Internal Auditors are submitting their reports on quarterly basis.

3) SECRETARIAL AUDITORS:

The Board has appointed M/s. CSP & Co. Company Secretaries in Practice to carryout the Secretarial Audit under the provision of Section 204 of the Companies Act 2013for the financial year 2019-20. The report of the Secretarial Auditor is annexed to thisreport as (Annexure-A).

The said Secretarial Audit Report mention following observation:

1. The vacancy in the office of the women Director w.e.f. September 11

2019 was filled on December 17 2019 after the time as prescribed under the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 inrespect of the same the BSE limited has levied a fine of Rs. 35400 (Rupees Thirty-FiveThousand and Four Hundred Only) [inclusive of GST of Rs. 5400 (Rupees Five Thousand andFour Hundred Only) on the Company.

2. The Company has received the Notice from IEPF Authority under Rule 7(3) of InvestorEducation and Protection Fund Authority (Accounting audit transfer and refund) Rules2016 w.r.t. Verification Report pending for more than 90 days in respect of which theCompany has submitted required details to the IEPF authority.

3. The Company has received a notice under Section 13(2) of

Securitization and Reconstruction of Financial assets and Enforcement of SecurityInterest Act 2002 from Indian Bank Mumbai Fort Branch Bank of Maharashtra MumbaiIndustrial Finance Branch and Union Bank of India Nariman Point Branch to discharge theliabilities due and owing to the Banks with future interest and incidental expenses costetc. and the Banks have informed that the account of the Company has become NPA during theFinancial year 2018-19. There are no further updates on the matter till date.

4. The Company has availed loan from Director/ Inter Corporate loan which is subjectto compliance of Provision of the Companies Act 2013.

On above observation made by the Secretarial Auditors in their report your directorswould like to state that:

1. After vacancy of the office of the women Director of the Company the

The Board of directors of the Company had made new appointment of women Director on theBoard of the Company on

17.12.2020. For this delay in appointment of women Director the fine levied by BSE. Theboard of Directors the Company on notice received from BSE reply through letter forwaiver of fines levied on Company and Company not had any payment offine.

2. The Company as well as Share Transfer Agent not received any documents from theclaimant on filing of IEPF 5. So that verification report not submitted in specific timeline regarding this company done communication with IEPF Authority and claimant.

3. The Company received notice under Section 13(2) of Securitization and Reconstructionof financial assets and Enforcement of Security Interest Act 2002 from Indian Bank UnionBank of India and Bank of Maharashtra which had provided funds towards working capitalrequirements. We are informing that the Company's accounts have been NPA and on that basisall outstanding loans have been recalled. The management of the Company taking efforts torepay that loan amount as maximum as possible. The company approached to all banksregarding one-time settlement.

4. The delay in filing of e-form at Registrar of Companies due to oversight. In whichboard will take necessary action.

CHANGE IN NATURE OF BUSINESS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 is presented in separate section forming part of the Annual Report. (Annexure-B)

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure-C.

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the extract of Annual Return in Form MGT-9 isprovided in Annexure -C to this Report and is also available on the Company'swebsite URL: https://www. priyagroup.com/investors/annual-return/.

CORPORATE GOVERNANCE

At the Company we ensure that we evolve and follow the corporate governance guidelinesand best practices sincerely to boost longterm shareholder value and to respect minorityrights. The Company considers it an inherent responsibility to disclose timely andaccurate information regarding its operations and performance as well as the leadershipand governance of the Company.

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the compliance with the Corporate Governance provisions as specified inRegulations 17 to 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 andparas C D and E of Schedule V are not applicable to the Company as the paid up sharecapita] is less than Rs. 10 crores and net worth is also less than Rs. 25 crores as on thelast day of previous financial year. Hence the Company is not required to furnishCorporate Governance for the year ended 31st March 2020 but for the quarterended 30.06.2019 30.09.2019 and 31.12.2019 company done compliance of CorporateGovernance. So for the year ended 31.03.2020 Corporate prepared annexed herewith as Annexure-D.

CORPORATE SOCIAL RESPONSIBILITY

In pursuant to the provisions of section 135 of the Companies Act 2013 CorporateSocial Responsibility is not applicable to your company.

DEMATERIALIZATION

Your Company has tied up with National Securities Depository Ltd. (NSDL) and CentralDepository Services (India) Ltd. (CDSL) to enable the shareholders to trade and holdshares in an electronic/dematerialized form. The shareholders are advised to take benefitsof dematerialization.

BOARD EVALUATION AND COMMITTEE EVALUATION

The annual evaluation process of the Board of Directors individual Directors andCommittees was conducted in accordance with the provision of the Act and the SEBI ListingRegulations.

The Board evaluated its performance after seeking inputs from all the directors on thebasis of criteria such as the Board composition and structure effectiveness of boardprocesses information and functioning etc. The performance of the Committees wasevaluated by the Board after seeking inputs from the committee members on the basis ofcriteria such as the composition of committees effectiveness of committee meetings etc.The above criteria are as provided in the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India.

The Chairman of the Board had one-on-one meetings with the Independent Directors andthe Chairman of NRC had one-on- one meetings with the Executive and NonExecutiveNon-Independent Directors. These meetings were intended to obtain Directors' inputs oneffectiveness of the Board/Committee processes.

The Board and the NRC reviewed the performance of individual directors on the basis ofcriteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc.

In a separate meeting of independent directors performance of Non- IndependentDirectors and the Board as a whole was evaluated. Additionally they also evaluated theChairman of the Board taking into account the views of Executive and Non-ExecutiveDirectors in the aforesaid meeting. The above evaluations were then discussed in the Boardmeeting and performance evaluation of Independent Directors was done by the entire Boardexcluding the Independent Director being evaluated.

NOMINATION & REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MATERIAL CHANGES & COMMITMENTS

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

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES:

The Company does not have any subsidiary/ joint venture/ Associate Companies.

LISTING OF SHARES

The Company's equity shares continue to be listed on BSE Limited (BSE). The Company hadapplied for de-listing of equity shares from The Calcutta Stock Exchange Ltd. (CSE) andthe said de-listing permission is in process and

the Company is constantly following up with the Exchange for completion of the process.The listing fee for the financial year 2020-21 was duly paid to BSE Limited.

INDEPENDENT DIRECTORS MEETING:

Pursuant to the provisions of Schedule IV to the Act a separate meeting of theIndependent Directors of the Company was convened on February 12 2020 without thepresence of Non-Independent Directors and Members of Management to consider inter aliathe following:

(a) review the performance of Non-Independent Directors and the Board as a whole;

(b) review the performance of the Chairman of the Company taking into account theviews of Executive Directors and Non-Executive Directors;

(c) assess the quality quantity and timeliness of flow of information between theCompany's management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

All the Independent Directors were present in the Meeting and the Meeting was chairedby Mr. R. K. Saraswat.

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 i.e. 30th May2019 14th August 2019 14th November 2019 and 12th February2020.

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

The company is having an audit committee comprising of the following directors:

NOMINATION AND REMUNERATION COMMITTEE

During the year (5) Four Nomination and Remuneration Committee Meetings was held i.e. 2ndApril 2019 30th May 2019 14th November 2019 17thDecember 2019 and 12th February 2020.

The company is having a Nomination and Remuneration Committee comprising of thefollowing directors:

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

STAKEHOLDER RELATIONSHIP

COMMITTEE.

During the year (4) Four Stakeholders Relationship Committee Meetings was held i.e. 30thMay 2019 14th August 2019 14th November 2019 and 12thFebruary 2020.

The company is having a Stakeholder Relationship Committee comprising of the followingdirectors:

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

GENERAL BODY MEETING

The 32nd Annual General Meeting (AGM) was held on 27th September2019 and the proceedings of the above Meeting were properly recorded and signed in theMinutes Book maintained for the purpose.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Company has devised proper systems to ensure compliancewith the provisions of all applicable Secretarial Standards issued by the Institute ofCompany Secretaries of India and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring orderly and efficientconduct of its business including adherence to the Company's policies safeguarding itsassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and timely preparation of reliable financial disclosures.

The Audit Committee is responsible for implementing and maintaining the internalcontrol and periodically reviews the adequacy and effectiveness of the Company's internalcontrol environment and monitors the implementation of audit recommendations includingthose relating to strengthening of the Company's risk management policies and systems.

The Company has adopted accounting policies which are in accordance with IndianAccounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards)Rules 2015 read with Section 133 of the Act and other relevant provisions of the Act.

UNPAID /UNCLAIMED DIVIDEND Pursuant to Section 124 of the Companies Act 2013unclaimed dividend for the financial year 2011-12 have been transferred by the Company tothe Investor Education and Protection Fund established by Central Government. Details ofunpaid and unclaimed amounts lying with the Company have been uploaded on the Company'swebsite.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has always provided a safe and harassment free workplace for everyindividual working in its premises through various policies and practices. The Companyalways endeavors to create and provide an environment that

is free from discrimination and harassment including sexual harassment. The Company isactively involved in ensuring that the employees/ resources are aware of the provisions ofthe POSH Act and rights thereunder.

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

The Company has also adopted Anti-Sexual Harassment Policy in place which is in linewith requirements of the POSH Act 2013 and is fully committed to uphold and maintain thedignity of every women executive working in the Company. The Company's Policy provides forprotection against sexual harassment at workplace and for prevention and redressal of suchcomplaints.

Number of complaints pending as on the beginning ofthe financial year: 0 Number ofcomplaints filed during the financial year: 0

Number of complaints pending as on the end of the financial year: 0

RELATED PARTY TRANSACTIONS

All material related party transactions that were entered into during the financialyear were on an arm's length basis and were in the ordinary course of business. There areno materially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website.

Your Directors draw attention of the members to Note No.35 to the financial statementwhich sets out related party disclosures.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to section 177(9) & (10) of the Companies Act 2013 rules made thereunderand Regulations 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 the Company has established a Vigil Mechanism for Directors and employees to reportgenuine concern. The Vigil Mechanism Policy has been uploaded on the website of theCompany.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

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

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that: -

a) in the preparation of the annual accounts for the year ended 31st March2020 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

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 andwere operating effectively.

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts thatwould impact the going concern status of the Company and its future operations.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

CONSERVATION OF ENERGY:

i) the steps taken or impact on conservation of energy

The Company continues to accord high priority to conservation of energy by opting formore power effective replacements of equipments and electrical installations.

ii) the steps taken by the company for utilising alternate sources of energy: None

iii) the capital investment on energy conservation equipments: None

TECHNOLOGY ABSORPTION:

i) the efforts made towards technology absorption

Every effort is made by the company to update the technological skills of its technicalstaff in order to ensure that they possess adequate skills to enable them to serve theCompany's clients.

ii) the benefits derived like product improvement cost reduction product developmentor import substitution

The Company has successfully achieved results in reducing the cost power consumptionand improving the technical efficiencies and productivity.

iii) Particulars of imported technology (imported during the last 3 years reckoned fromthe beginning ofthe 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 earnings and outgo has beengiven in the Notes forming part of the Accounts for the financial yearended 31stMarch 2020.

PARTICULARS OF EMPLOYEES:

Information required under Section 197(12) read with Rule 5 of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is given below: -

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

Name Designation % increase
Aditya Bhuwania Whole Time Director 0
Rakesh Jain Chief Financial Officer 0
Rajeshree Chougule Company Secretary 0

(ii) The percentage increase in the median remuneration of employees: 7%

(iii) The number of permanent employees: 31

(iv) Average percentile increase made in the salaries of employees other than keymanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: Averageincrease made in the salaries of employees other than key managerial personal during theyear is 9% versus no increase in managerial remuneration.

There are no other exceptional circumstances for increase in the remuneration of keymanagerial personal and increase in remuneration has been in accordance with the Company'spolicies.

(v) The Company affirms that the remuneration is as per the remuneration policy of theCompany.

COVID-19 AND ITS IMPACT

Since the COVID-19 virus outbreak in December 2019 the disease has spread to almost100 countries around the globe with the World Health Organization declaring it a publichealth emergency. The global impact of the coronavirus disease 2019 (COVID-19) are alreadystarting to be felt and will significantly affect the Thin Clients business in 2020.

The Company is in the business of trading of thin clients in market but due to NPAaccounts of the Company by the bank and Covid 19 effect the Company's business has sloweddown and it has affected the position of the Company very badly.

APPRECIATION & ACKNOWLEDGEMENTS

Your Directors take place on record their deep appreciation to employees at all levelsfor their hard work dedication and commitment. The Directors also take this opportunityto thank all Investors Customers Bankers Regulatory bodies Stakeholders includingfinancial Institutions and other business associates who have extended their valuablesustained support and encouragement during the year under review.

For and on behalf of the Board

For Priya Limited
Aditya Bhuwania R. K. Saraswat
Director Director
DIN:00018911 DIN:00015095
Place : Mumbai
Date : 31st July 2020

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