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Priya Ltd.

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008 2006

Director’s Report

Dear Members, The Directors take great pleasure in presenting the 28th Annual Report and Audited Accounts of your Company for the financial year ended 31st March, 2015. FINANCIAL PERFORMANCE The financial performance of the Company for the Financial Year 2014-15 in comparison to the previous financial year 2013-14 are summarised as below: (Rs. in Lacs) Year Ended Year Ended 31/03/2015 31/03/2014 Revenue from operation 13215.39 17720.72 Other Income 69.74 234.43 13285.13 17955.15 Profit/ (Loss) before Tax and Extra Ordinary Item 106.16 286.28 Extra ordinary item - - Profit/ (Loss) before Tax 106.16 286.28 and after Extra Ordinary Items Provision for taxation-Current 40.47 95.73 Tax Provision for taxation- (1.35) (0.47) Deferred Tax (Add)/Less: Taxation of 0.63 19.63 earlier years Profit/(Loss) After Tax 66.41 171.39 Add: Balance brought forward 958.51 822.24 Profit available for 1024.92 993.63 appropriation Appropriations Proposed Dividend 30.02 30.02 Corporate Dividend Tax 6.11 5.10 Balance carried to Balance Sheet 988.79 958.51 DIVIDEND 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. SHARE CAPITAL 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. OPERATIONS 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 year. 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 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 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 adverse remark. 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 the year. 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 Exchange. 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 company. DEMATERIALIZATION 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. BOARD EVALUATION 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:// www.priyagroup.com/pdf/pl_Familiarization_ 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. SUBSIDIARY COMPANIES 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. MEETINGS 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. AUDIT COMMITTEE The company is having an audit committee comprising of the following directors: 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 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 Bhuwania Chairman 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. PUBLIC DEPOSITS: 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 large. 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:// www.priyagroup.com/pdf/pl_Vigil_mechanism_ Policy.pdf 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 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 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. 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. 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 Sd/- Sd/- Aditya Bhuwania R. K. Saraswat Whole Time Director Director Place: Mumbai Date: 26th May, 2015

Director’s Report