The Directors take great pleasure in presenting the 28th Annual Report
and Audited Accounts of your Company for the financial year ended 31st
The financial performance of the Company for the Financial Year 2014-15
in comparison to the previous financial year 2013-14 are summarised as
(Rs. in Lacs)
Year Ended Year Ended
Revenue from operation 13215.39 17720.72
Other Income 69.74 234.43
Profit/ (Loss) before Tax
Extra Ordinary Item 106.16 286.28
Extra ordinary item - -
Profit/ (Loss) before Tax 106.16 286.28
and after Extra Ordinary
Provision for taxation-Current 40.47 95.73
Provision for taxation- (1.35) (0.47)
(Add)/Less: Taxation of 0.63 19.63
Profit/(Loss) After Tax 66.41 171.39
Add: Balance brought forward 958.51 822.24
Profit available for 1024.92 993.63
Proposed Dividend 30.02 30.02
Corporate Dividend Tax 6.11 5.10
Balance carried to Balance
Sheet 988.79 958.51
Your Directors have recommended a dividend of Re.1.00/- per equity
share (i.e.@ 10%) on 30,02,300 fully paid equity shares of Rs. 10/-
each for the financial year ended 31 st March, 2015 amounting to Rs.
30,02,300/- (exclusive of Tax of Rs. 6.11 Lacs).
TRANSFER TO RESERVES
The Company has transferred Rs.Nil to Reserves for the financial year
ended 31st March, 2015.
The paid up equity capital as on 31st March, 2015 was Rs.3,00,23,000.
During the year under review, the Company has not issued any form/
types of securities.
During the year under review the aggregate turnover of your Company was
Rs.13215.39 lac as compared to Rs. 17720.72 lacs in the previous year.
The Company has earned profit after tax and exceptional item of
Rs.66.41 lac in 2014-2015 as compared to Rs.171.39 lac in the previous
There is slight decrease in turnover due to the economic down turn in
European countries, which has affected the profitability of the
Company. However your Company has been able to cut down its costs as
compared to previous year.
Keeping pace with the changing dynamics of the industry and striving in
very competitive European market, your Company has still been able to
perform well during the year. There is a marginal increase in export of
chemicals products and decrease in local sales and export of
electronics products compared to last year. We expect better
performance in the coming periods.
Your Company is concentrating in the marketing of VXL Thin Clients and
other computer peripherals (Keyboard/Mouse) and is targeting a greater
market share in these key areas. Your Company is also started marketing
of various software products and offering solutions for different
All the branches are adequately equipped to provide complete support to
the customers. Internal control systems have been well established and
cost consciousness in branch operations has also led to improved
profitability. Your Directors are hopeful of improving upon the last
financial year''s results for the Company during the current year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of the section 161(1) of the Companies Act,
2013 read with the Articles of Association of the company, Mrs. Saroj
Bhuwania is appointed as Additional Director and she shall hold office
only up to the date of this Annual General Meeting and being eligible
offer herself for re-appointment as Director.
Your Directors recommend the appointment of Mr. P. V. Hariharan as an
Independent Director for period of 5 years as proposed in the notice
for the Annual General Meeting.
The Board of Directors at their meeting held on 26th May, 2015
re-appointed Mr. Aditya Bhuwania as Executive Director (Whole Time
Director) for a period of (03) three years, with effect from 1st June,
2015 subject to approval of members in the ensuing annual general
meeting. Keeping in view his experience and expertise and the increased
activities of the Company, a resolution is proposed in the notice
convening Annual General Meeting for the re-appointment of Mr. Aditya
Bhuwania, as Executive Director (Whole Time Director), on terms &
conditions detailed in the resolution.
Mr. A. K. Bhuwania, Director, retires by rotation and being eligible
has offered himself for re-appointment.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
which came into effect from April 1,2014, the appointments of Mr.
Aditya Bhuwania, Whole Time Director, Mr. Rakesh Jain, Chief Financial
Officer and Mr. Saishwar Dalvi, Company Secretary as key managerial
personnel of the Company were formalised. AUDITORS:
1) Statutory Auditors :
The Auditors, M/s. M. L. Bhuwania & Co., Chartered Accountants, Mumbai
retire at this Annual General Meeting and being eligible, offer
themselves for reappointment. Auditors'' observations are suitably
explained in notes to the Accounts and are self- explanatory. The
Auditors'' Report does not contain any qualification, reservation or
2) Secretarial Auditors:
According to the provision of section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sonal
Kothari & Associates, Company Secretaries to undertake the secretarial
audit of the company. The Secretarial Audit Report is annexed herewith
as AnnexureA. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
CHANGE IN NATURE OF BUSINESS
There being no change in the nature of business of the company during
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report which forms an integral part
of this report as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchange, is set out in a separate section to
this report. CORPORATE GOVERNANCE The Company is committed to uphold
the highest standards of Corporate Governance and adhere to the
requirements set out by Clause 49 of the Listing Agreement with Stock
Report on Corporate Governance along with the Certificate from the
Auditors'' regarding the compliance of Corporate Governance conditions
are made part of this Annual Report. CORPORATE SOCIAL RESPONSIBILITY
In pursuant to the provisions of section 135 of the Companies Act,
2013, Corporate Social Responsibility is not applicable to your
Your Company has tied up with National Securities Depository Ltd.
(NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable
the shareholders to trade and hold shares in an
electronic/dematerialized form. The shareholders'' are advised to take
benefits of dematerialization.
Pursuant to the provisions of companies Act, 2013 and clause 49 of the
Listing Agreement, the Board has carried out annual performance
evaluation of its own performance, the directors individually as well
the evaluation of the working of its Audit, Nomination & Remuneration
and Stakeholder relationship committee. NOMINATION & REMUNERATION
POLICY The Board has, on the recommendation of the Nomination &
Remuneration committee framed a policy for selection and appointment of
Directors, Senior Management and their remuneration. The Remuneration
Policy is stated in the Corporate Governance Report.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
A familiarization program for independent directors, as approved by the
Board is available on the Company''s website. The weblink is http://
Program_for_Independent_Directors.pdf MATERIAL CHANGES & COMMITMENTS
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the
financial year of the Company and the date of the report.
The Company does not have any subsidiary Company.
LISTING OF SHARES
The Company''s equity shares continue to be listed on The Bombay Stock
Exchange Limited (BSE). The Company had applied for de-listing of
equity shares from The Calcutta Stock Exchange Ltd. (CSE) and the 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 2014-2015 was duly paid to BSE.
During the year (5) Five Board Meetings and (1) one independent
directors'' meeting was held. The Details of which are given in
Corporate Governance Report. The provisions of Companies Act,2013 and
listing agreement were adhered to while considering the time gap
between two meetings.
The company is having an audit committee comprising of the following
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
NOMINATION AND REMUNERATION COMMITTEE
The company is having a Nomination and Remuneration Committee
comprising 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
Mr. Anuj Member Independent / Non-
Bhargava Executive Director
EXTRACT OF ANNUAL RETURN :
The details forming part of the extract of the Annual Return in Form
MGT-9 is annexed herewith as Annexure-B.
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition of its assets. All
the transactions are properly authorized, recorded and reported to the
Management. The Company is following all the applicable Accounting
Standards for properly maintaining the books of accounts and reporting
financial statements. The internal auditor of the company checks and
verifies the internal control and monitors them in accordance with
policy adopted by the company. Even through this non-production period
the Company continues to ensure proper and adequate systems and
procedures commensurate with its size and nature of its business.
RELATED PARTY TRANSACTIONS
All material related party transactions that were entered into during
the financial year were on an arm''s length basis and were in the
ordinary course of business. There are no materially significant
related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which
may have a potential conflict with the interest of the Company at
All Related Party Transactions are placed before the Audit Committee as
also the Board for approval. The policy on Related Party Transactions
as approved by the Board is uploaded on the Company''s website.
Your Directors draw attention of the members to Note No.33 to the
financial statement which sets out related party disclosures.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company and the weblink is http://
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Company has been addressing various risks impacting the Company and
the policy of the Company on risk management is already adopted.
The main objective of this policy is to ensure sustainable business
growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with the business.
In order to achieve the key objective, the policy establishes a
structured and disciplined approach to Risk Management, in order to
guide decisions on risk related issues. DIRECTORS RESPONSIBILITY
STATEMENT : Pursuant to Section 134(5) of the Companies Act, 2013,
Directors of your Company hereby state and confirm that:-
a) in the preparation of the annual accounts for the year ended 31st
March, 2015, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
b) 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
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
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators
or Courts that would 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:
The scope for conservation of energy is limited in the type of industry
in which your Company is engaged. However, the Company continues to
accord high priority to conservation of energy by opting for more power
effective replacements of equipments and electrical installations. No
specific investment proposals are envisaged.
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. FOREIGN EXCHANGE
EARNINGS AND OUTGO: The relevant information in respect of the foreign
exchange earnings and outgo has been given in the Notes forming part of
the Accounts for the year ended on 31st March, 2015.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and
accounts are being sent to the members and others entitled thereto,
excluding the information on employees'' particulars which is available
for inspection by the members at the Registered office of the company
during business hours on working days of the company up to the date of
ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the company secretary in
advance. APPRECIATION & ACKNOWLEDGEMENTS Your Directors take place on
record their deep appreciation to employees at all levels for their
hard work, dedication and commitment. The Directors also take this
opportunity to thank all Investors, Customers, Bankers, Regulatory
bodies, Stakeholders including financial Institutions and other
business associates who have extended their valuable sustained support
and encouragement during the year under review.
For and on behalf of the Board
For Priya Limited
Aditya Bhuwania R. K. Saraswat
Whole Time Director Director
Date: 26th May, 2015