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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
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OPEN 16.88
CLOSE 16.95
VOLUME 2
52-Week high 32.47
52-Week low 8.10
P/E
Mkt Cap.(Rs cr) 5
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 35th Annual Report along with the AuditedFinancial Statement of Accounts for the Financial Year 2021-22.

FINANCIAL PERFORMANCE

The financial performance of the Company for the Financial Year 2021-22 in comparisonto the previous financial year 2020-21 are summarized as below:

(Rs. in Lakhs)

Year Ended Year Ended
31/03/2022 31/03/2021
Revenue from operation 0.00 0.09
Other Income 42.08 51.34
42.08 51.43
Profit/ (Loss) before Tax (404.70) (546.84)
Less: 0.00 0.00
1) Current Tax
- For current year
- For earlier years 0.00 5.46
2) Deferred tax 0.00 0.00
Profit/(Loss) After Tax (404.70) (552.30)
Other Comprehensive Income (33.03) 30.67
Total Comprehensive Income (437.73) (521.63)

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 relevant provisions ofthe Act.

DIVIDEND

The Board of Directors of your Company after considering losses for FY 2021-22 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 2022.

SHARE CAPITAL

The paid up equity capital as on 31st March 2022 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 31 2022.

OPERATIONS

During the year under review there is not any revenue of your Company as compared toRs.0.09 Lakhs in the previous year. The Company has incurred a Net Loss of Rs.437.73 Lakhsin 2021-22 as compared to previous year's Net Loss of Rs.521.63 Lakhs.

There is no business operation during the financial year.

DIRECTORS AND KEY PERSONNEL:

I. COMPOSITION OF BOARD:

The Company has a Non-Executive Chairman and the Company has optimum combination ofExecutive and Non-Executive 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 2022 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 numberof other directorship and Committee membership held by them are given below:

Name Designation Attendance of AGM held on 30th September 2022 No. of Board Meetings held during the year 2021-22 No. of Directorship in Public Companies No. of Committee positions held (Audit Committee & Stakeholders Relationship Committee)
Held Attended Chairman Member
Arunkumar Bhuwania Chairman No 6 2 1 0 1
*R.K. Saraswat Independent / Non- Executive Director Yes 6 5 4 1 3
M.K.Arora Independent / Non- Executive Director No 6 5 3 0 2
Anuj Bhargava Independent / Non- Executive Director Yes 6 5 1 0 0
Aditya Bhuwania Non- Independent/ Executive Director Yes 6 6 1 0 0
Mini Bhuwania Non- Independent/ Non-Executive Director No 6 1 0 0 0

Mr. R.K. Saraswat ceased to be Independent Director/ Member due to his demise on March2 2022.

III. NO. OF BOARD MEETING:

Five (6) Board Meeting were held during the year 2021-22 on 31.05.2021 29.06.202113.08.2021 11.11.2021 08.02.2022 and 11.02.2022.

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 Mrs. Mini Bhuwania (DIN: 08640692) Non-Executive & Non-IndependentDirector retires by rotation at the ensuing Annual General Meeting ("AGM") andbeing eligible has offered herself for re-appointment and your Board recommends herre-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/CHANGE IN DIRECTORS:

At the Board Meeting held on May 24 2022 the Board of Directors based on therecommendation of Nomination & Remuneration Committee approved the Appointment ofMrs. Hema Thakur as Additional Independent Non-Executive Director of the Company. Thisappointment is up to ensuing Annual General Meeting of the Company. This shall be placedfor members' approval at the ensuing Annual General Meeting of the Company.

Brief Particulars and expertise of Director seeking appointment together with her otherdirectorship and Committee membership have been in the Annexure to the Notice of the 35thAnnual General Meeting of the Company in accordance with the requirements of theListing Regulations and Secretarial Standards.

Mr. R.K. Saraswat ceased to be an Independent Director w.e.f. March 02 2022 due to hisdemise.

VI. KEY MANAGERIAL PERSONNEL (KMP):

In terms of Section 203 of the Act the Key Managerial Personnel (KMPs) of the Companyduring FY 2021-22 are:

Mr. Aditya Bhuwania : Whole time Director (Re-appointed for 3 years w.e.f. 31stMay 2022.)

Mr. Rakesh Jain : Chief Financial Officer

Ms. Rajeshree Chougule : Company Secretary & Compliance officer of the Company hasresigned w.e.f. 14 February 2022. Board places on record its deep appreciation for theexcellent contributions made by Ms. Rajeshree Chougule during her tenure.

Ms. Vinaya Khopkar has been appointed as Company Secretary & Compliance officer ofthe Company w.e.f. 24th May 2022.

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

Independent Directors are non-executive directors as defined under Regulation 16(1)(b)of the SEBI Listing Regulations read with Section 149(6) of the Act along with rulesframed thereunder. The Independent Directors have confirmed that they are not aware of anycircumstance or situation which exists or may be reasonably anticipated that could impairor impact their ability to discharge their duties. Based on the declarations received fromthe Independent Directors the Board of Directors has confirmed that they meet thecriteria of independence as mentioned under Regulation 16(1)(b) of the SEBI ListingRegulations and that they are independent of the management. In terms of Section 150 ofthe Companies Act 2013 read with Rule 6 of the Companies (Appointment and Qualificationof Directors) Rules 2014 Independent Directors of the Company have confirmed that theyhave registered themselves with the databank maintained by The Indian Institute ofCorporate Affairs ("IICA"). The Independent Directors are also required toundertake online proficiency self-assessment test conducted by the IICA within a period of2 (two) years from the date of inclusion of their names in the data bank unless they meetthe criteria specified for exemption.

The Independent Directors of your Company are exempt from the requirement to undertakeonline proficiency self-assessment test.

During the year under review none of the Independent Director of the Company hadresigned before the expiry of their respective tenure(s).

Mr. R. K. Saraswat ceased to be independent director due to his demise w.e.f. March 022022. AUDIT:

1) STATUTORY AUDIT:

Under Section 139 of the Companies Act 2013 and the Rules made thereunder it ismandatory to rotate the statutory auditors on completion of the maximum term permittedunder the provisions of Companies Act 2013. In line with the requirements of theCompanies Act 2013 M/s. Kanu Doshi Associates LLP Chartered Accountants (FirmRegistration No.104746W/W100096) were appointed as the Statutory Auditors of the Companyto hold office from the conclusion of 30th Annual General Meeting till theconclusion of 35th Annual General Meeting subject to ratification byShareholders at each Annual General Meeting.

The requirement to place the matter relating to appointment of auditors forratification by Members at every Annual General Meeting has been done away by theCompanies (Amendment) Act 2017 with effect from May 7 2018. The Statutory Auditors M/s.Kanu Doshi Associates LLP Chartered Accountants (Firm Registration No. 104746W/W100096)holds office until the conclusion of 39th Annual General Meeting and iseligible for reappointment.

Your Company has received confirmation from the Auditors to the effect that theirappointment if made will be in accordance with the limits specified under the CompaniesAct 2013 and the firm satisfies the criteria specified in Section 141 of the CompaniesAct 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.

Your Board is of the opinion that continuation of M/s. Kanu Doshi Associates LLPChartered Accountants as Statutory Auditors will be in the best interests of the Companyand therefore Members are requested to consider their re-appointment as StatutoryAuditors of the Company for second consecutive term of 5 (five) years from the conclusionof 35th Annual General Meeting till conclusion of 40th AnnualGeneral Meeting at remuneration to be decided by the Board.

During the year the statutory auditors have confirmed that they satisfy theindependence criteria required under the Companies Act 2013 and other applicableprovisions of law.

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

Remark No.1:

We draw your attention to note no. 39 of Financial Statements regarding the Company'saccount being declared as Non-Performing Asset (NPA) and received a notice under Section13(4) of Securitization and Reconstruction of Financial assets and Enforcement of SecurityInterest Act 2002 ('the Act') for symbolic attachment of properties. The Company hasincurred net losses in the current period as well as in the past years. The Company hasaccumulated losses which exceeds its net worth at the balance sheet date resulting innegative net worth and due to blockage of bank accounts revenue from operation during thecurrent year is negligible. During the preceding year the Company has also closed downall its branches except Mumbai branch has written off/ sold fixed assets located at suchbranches and has also laid off maximum employees across all branches since the businessoperations are minimum.

As informed by the Management of the Company the company had approached a consortiumof three banks for one-time settlement in the last year out of which one bank hadcommunicated its acceptance for one-time settlement during the year however due todifferences identified by the company in the sanction terms and conditions mentioned inthe OTS letter the company had requested for revised terms and conditions. Thus the bankhas cancelled the OTS sanction as on date. The company is awaiting revised OTS letter.Further the Company has also received summons from Debts Recovery Tribunal (DRT) Mumbaiapplied by one of the lender banks.

Based on the facts mentioned above and in the absence of the information regardingfuture business plan of the Company we are unable to comment on the going concern of theCompany.

Comment of Board of Directors:

There is no activity/ operation during the financial year.

The Union Bank of India have filed a case at DRT for the recovery of their dues. OurOTS proposal is already pending with the Banks.

We have appointed Jay K. Bhatia/ JKB Legal. Mumbai as our Advocate who representingour case at DRT.

Remark No.2:

The Company had made aggregate provision of Rs. 3271.77 lakhs for doubtful debts(expected credit loss) as at March 312022 relating to export sales. The Management hasnot approached RBI for approval of writing off the said amount from books of accounts. Inthe absence of any information regarding penal consequences we are unable to comment onthe impact of the same on the Loss / net worth of the Company.

Comment of Board of Directors:

OTS is still pending & we are availing sanction of the same.

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 for the financial year 2021-22.

The Internal Auditors are submitting their reports on quarterly basis.

3) SECRETARIAL AUDITORS:

The Board has appointed M/s. Sahasrabuddhe Parab & Co. LLP Company Secretaries.to carry out the Secretarial Audit under the provision of Section 204 of the CompaniesAct 2013 for the financial year 2021-22. The report of the Secretarial Auditor is annexedto this report as (Annexure-A).

The said Secretarial Audit Report mention following observation:

1. The Company has availed loan from the Director of the Company which is subject tocompliance of provision of the Companies Act 2013.

Comment of Board of Directors:

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

2. The Company has entered the transactions with the related parties during thefinancial year 2021-22 which is subject to compliance of provision of the Companies Act2013.

Comment of Board of Directors:

The Management of the Company will take necessary action in future.

3. The VXL Software Solutions Private Limited for the rent amounting to Rs. 4200000/-per annum being a related party transactions entered in terms of Section 188(1)(c) duringthe period under review.

Comment of Board of Directors:

The Management will follow necessary compliance in future.

MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION(1) OF SECTION 148 OF THE COMPANIES ACT. 2013

As per provisions of sub section (1) of Section 148 of the Companies Act 2013 theCompany is not required to maintain cost records.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No frauds were reported by auditors under sub-section (12) of Section 143 of theCompanies Act 2013.

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 Annual Return for financial year 2021-22 as per provision of the Act and Rulesthereto is available on the Company's website at www.privagroup.com.

CORPORATE GOVERNANCE

In pursuant to Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 Provision of Corporate Governance is not applicable to your Company.

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 takebenefits of 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 Non-ExecutiveNon-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.

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 upwith the Exchange for completion of the process.

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 11 2022 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.29th June2021 13th August 2021 11th November 2021 and 11thFebruary 2022.

Name Designation Category No. of Meetings
Held Attended
Mr. R. K. Saraswat Chairman Independent / Non- Executive Director 4 4
Mr. M. K. Arora Member Independent / Non-Executive Director 4 4
Mr. Arunkumar Bhuwania Member Non Executive Chairman 4 1

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

* Mr. R.K. Saraswat ceased to be Independent Director/ Member due to his demise onMarch 2 2022.

Due to sudden demise of Mr. R. K. Saraswat on March 02 2022 the Board reconstitutedthe Audit Committee by Circulation Resolution dated 3rd August 2022. Thereconstituted Audit Committee w.e.f. August 3 2022 is as follows:

Sr. No. Name Category
1. Mr. M. K. Arora Independent / Non- Executive Director
2. Mr. Anuj Bhargava Independent / Non-Executive Director
3. Mrs. Hema Thakur Additional Independent / Non-Executive Director
4. Mr. Arunkumar Bhuwania Non-Executive Director

NOMINATION AND REMUNERATION COMMITTEE

i) During the year (3) Three Nomination and Remuneration Committee Meetings was heldi.e. 31st May 2021 29th June 2021 and 11th February2022.

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

Name Designation Category No. of Meetings
Held Attended
Mr. M. K. Arora Chairman Independent / Non- Executive Director 3 3
*Mr. R. K. Saraswat Member Independent / Non-Executive Director 3 3
Mr. Arunkumar Bhuwania Member Non Executive Chairman 3 0
Mr. Anuj Bhargava Member Independent / Non- Executive Director 3 3

* Mr. R.K. Saraswat ceased to be Independent Director/ Member due to his demise onMarch 2 2022.

ii) Remuneration Policy

The remuneration policy is directed towards rewarding performance based on review ofachievements. It is aimed at attracting and retaining high caliber talent. Theremuneration policy is in consonance with the existing practice in the Industry.

iii) Remuneration of Directors

A. Non Executive Director's Remuneration

The committee recommends and reviews the appointment and remuneration of Directors. Ithas adopted a policy which deals with the appointment and remuneration of directors andkey managerial persons. The adopted policy decides about the manner of selection ofexecutive directors key managerial persons and independent directors. The policy alsodecides about the criteria to be followed for recommending the remuneration of directorsand key managerial persons.

Name of Director Category Sitting Fees * (Rs.)
Mr. Arunkumar Bhuwania Promoter/Non-Executive Chairman Nil
Mrs. Mini Bhuwania Non-Executive Director Nil
Mr. Aditya Bhuwania Non-Executive Director Nil
**Mr. R. K. Saraswat Independent/ Non Executive Director 115000
Mr. M. K. Arora Independent/ Non Executive Director 115000
Mr. Anuj Bhargava Independent/ Non Executive Director 75000
‘Total 305000

* Includes fees for Audit Committee Meetings.

* Mr. R.K. Saraswat ceased to be Independent Director/ Member due to his demise onMarch 2 2022.

B. Executive Director's Remuneration

The Whole Time Directors (designated as Executive Directors) are being paid inaccordance with and subject to the limits laid down in the Schedule V of the CompaniesAct 2013. The remuneration to the Whole Time Directors are approved by the Board ofDirectors and subsequently ratified by the shareholders in their general meeting. Thepayment of remuneration to Executive Director is as under:

Name of Director Category Remuneration (Rs.)
Mr. Aditya Bhuwania Whole-time Director Nil
TOTAL Nil

1. The Company does not have policy of paying commission on profits to any of theDirectors of the Company.

2. No such performance linked incentive are given to the Directors of the Company.

3. Presently the Company does not have a scheme for grant of stock options either tothe whole-time Directors or Employees of the Company.

4. There is no separate provision for payment of severance fees.

STAKEHOLDER RELATIONSHIP COMMITTEE.

During the year (1) One Stakeholders Relationship Committee Meetings was held on11thFebruary 2022.

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

Name Designation Category No. of Meeting
Held Attended
Mr. M. K. Arora Chairman Independent / Non- Executive Director 1 1
*Mr. R. K. Saraswat Member Independent / Non-Executive Director 1 1
Mr. A. K. Bhuwania Member Non Executive Chairman 1 0

The company has a large number of shareholders and this committee meets regularly toapprove transfer of shares splitting and consolidation of shares issuance of duplicateshares and review/ redress shareholder complaints.

Ms. Rajeshree Chougule Company Secretary acts as compliance officer of the company.(Up to 14th February 2022)

During the year ended 31.03.2022 No complaints/queries were received.

* Mr. R.K. Saraswat ceased to be Independent Director/ Member due to his demise onMarch 2 2022.

GENERAL BODY MEETING

The 34th Annual General Meeting (AGM) was held on 30th September2021 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 AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.

UNPAID /UNCLAIMED DIVIDEND

Pursuant to Section 124 of the Companies Act 2013 unclaimed dividend for thefinancial year 2013- 14 have been transferred by the Company to the Investor Education andProtection Fund established by Central Government. Details of unpaid and unclaimed amountslying with the Company have been uploaded on the Company's website.

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

During the financial year the employees/resources of the Company reduced due to thatthe disclosure as per the sexual harassment of woman at workplace (prevention prohibitionan redressal) Act 2013 will not applicable to the Company during the financial year.

Disclosure under Sexual harassment of women at workplace (Prevention Prohibition andRedressal) Act 2013 not applicable to Company during the Financial year 2021-22.

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.

Your Directors draw attention of the members to Note No.31 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 March2022 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.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutoryauditors and external consultants and the reviews performed by management and the relevantboard committees including the audit committee the board is of the opinion that theCompany's internal financial controls were adequate and effective during the financialyear 2021-22.

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 TECHNOLOGYABSORPTION:

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 of the financial year): None

iv) the expenditure incurred on Research and Development: None FOREIGN EXCHANGEEARNINGS 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 year ended 31stMarch 2022.

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 International Limited
M.K. Arora Aditya Bhuwania
Place: Mumbai Director Director
Date: 12th August 2022 DIN: 00031777 DIN: 00018911B

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