Priya Ltd Directors Report.

TO THE MEMBERS OF PRIYA LIMITED

The Directors present their 33rd Annual Report along with the Audited Financial Statement of Accounts for the Financial Year 2019-20. FINANCIAL PERFORMANCE The financial performance of the Company for the Financial Year 2019-20 in comparison to the previous 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 Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of Companies Act, 2013 (the ‘Act) and other relevant provisions of the Act. DIVIDEND

The Board of Directors of your Company, after considering losses for FY 2019-20, has decided 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 account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

TRANSFER TO RESERVES

No amount was transferred to the Reserves for the financial year ended 31st March, 2020.

SHARE CAPITAL

The paid up equity capital as on 31st March, 2020 was Rs.3,00,23,000. During the year under review, the Company has not issued any form/ types of securities.

The authorized share capital of the Company was Rs.7,50,00,000/- as on March 31,2020. OPERATIONS

During the year under review the aggregate turnover of your Company was Rs.485.90 Lakhs as compared to Rs.2,208.85 Lakhs in the previous year. The Company has incurred a Net Loss of Rs.3,968.73 Lakhs in 2019-20 as compared to previous years Net Loss of Rs.1622.60 Lakhs.

Your Company is concentrating in the marketing of VXL Thin Clients and other computer peripherals (Keyboard/Mouse, Monitors etc.) and is targeting a greater market share in these key areas. Your Company has 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 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 of Executive 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 of more than 5 committees across all the Companies in which he is a Director. Necessary disclosures regarding committee positions in other public companies as at 31st March 2020 has been made by the Directors.

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

last Annual General Meeting and also the number of other directorship and Committee membership 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, 18.04.2019, 30.05.2019, 14.08.2019, 14.11.2019, 25.11.2019, 17.12.2020 and 12.02.2020. The gap between two meetings did not exceed 120 days.

IV. RETIREMENT BY ROTATION:

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

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

V. APPOINTMENT

Mrs. Mini Bhuwania (DIN: 08640692) was appointed as an Additional NonIndependent Non-Executive Director of the Company by the Board of Directors of the Company w.e.f. 17th December, 2019. This appointment up to ensuing Annual General Meeting of the Company. This shall 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 from directorship of the Company w.e.f. 11th September, 2019.

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

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

The Board places on record its sincere appreciation for the valuable contribution made by 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 Company during 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) OF SECTION 149:

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in sub section (6) and Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

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 conclusion of 30th Annual General Meeting till the conclusion of 35th Annual General Meeting and he continues to be the Auditors of the Company.

The Auditors Report to the Shareholders for the year under review has some contain below Qualification remark.

Remark No.1: Trade Receivables, Trade payables and Advance to suppliers which are long overdue are subject to confirmation and reconciliation, if any. Further, the Management is confident enough for receiving the same in due course of time. Our opinion is not modified in 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. Therefore, such receivables have been provided for Doubtful Debts in the books of accounts. Remark No.2: The Company has provided interest amounting to Rs. 357.33 lakhs on NPA accounts for the year ended March 31, 2020. However, in the absence of confirmation from bank regarding rate of penal interest, we are unable to comment

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

Comment of Board of Directors: The

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

Remark No.3: The Company has made aggregate provision of Rs. 3,271.77 lakhs for doubtful debts (expected credit loss) as at March 31, 2020 relating to export sales. The Management is yet to approach RBI for approval of writing off the said amount from books of 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 has re-appointed Ms. Neelambari Patil., Cost Accountants, as the Internal Auditors of your Company. 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 carry out the Secretarial Audit under the provision of Section 204 of the Companies Act, 2013 for the financial year 2019-20. The report of the Secretarial Auditor is annexed to this report 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 Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in respect of the same, the BSE limited has levied a fine of Rs. 35,400 (Rupees Thirty-Five Thousand and Four Hundred Only) [inclusive of GST of Rs. 5,400 (Rupees Five Thousand and Four Hundred Only) on the Company.

2. The Company has received the Notice from IEPF Authority under Rule 7(3) of Investor Education and Protection Fund Authority (Accounting, audit, transfer and refund) Rules, 2016 w.r.t. Verification Report pending for more than 90 days, in respect of which, the Company 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 Security Interest Act, 2002 from Indian Bank, Mumbai Fort Branch, Bank of Maharashtra, Mumbai Industrial Finance Branch and Union Bank of India, Nariman Point Branch to discharge the liabilities due and owing to the Banks with future interest and incidental expenses, cost, etc. and the Banks have informed that the account of the Company has become NPA during the Financial 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 subject to compliance of Provision of the Companies Act, 2013.

On above observation made by the Secretarial Auditors in their report, your directors would 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 the Board of the Company on

17.12.2020. For this delay in appointment of women Director the fine levied by BSE. The board of Directors the Company on notice received from BSE, reply through letter for waiver 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 the claimant on filing of IEPF 5. So, that verification report not submitted in specific time line regarding this company done communication with IEPF Authority and claimant.

3. The Company received notice under Section 13(2) of Securitization and Reconstruction of financial assets and Enforcement of Security Interest Act, 2002 from Indian Bank, Union Bank of India and Bank of Maharashtra, which had provided funds towards working capital requirements. We are informing that the Companys accounts have been NPA and on that basis all outstanding loans have been recalled. The management of the Company taking efforts to repay that loan amount as maximum as possible. The company approached to all banks regarding one-time settlement.

4. The delay in filing of e-form at Registrar of Companies due to oversight. In which board 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 stipulated under Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 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 annexed herewith 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 is provided in Annexure -C to this Report and is also available on the Companys website URL: https://www. priyagroup.com/investors/annual-return/.

CORPORATE GOVERNANCE

At the Company, we ensure that we evolve and follow the corporate governance guidelines and best practices sincerely, to boost longterm shareholder value and to respect minority rights. The Company considers it an inherent responsibility to disclose timely and accurate information regarding its operations and performance, as well as the leadership and 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 in Regulations 17 to 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and paras C, D and E of Schedule V are not applicable to the Company as the paid up share capita] is less than Rs. 10 crores and net worth is also less than Rs. 25 crores as on the last day of previous financial year. Hence the Company is not required to furnish Corporate Governance for the year ended 31st March, 2020, but for the quarter ended 30.06.2019, 30.09.2019 and 31.12.2019 company done compliance of Corporate Governance. 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, 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 AND COMMITTEE EVALUATION

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria 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 the Securities and Exchange Board of India.

The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairman of NRC had one-on- one meetings with the Executive and NonExecutive, Non-Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/Committee processes.

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

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

NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. 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 the Company that have occurred between the end of the financial year of the Company and the date of the report.

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES:

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

LISTING OF SHARES

The Companys equity shares continue to be listed on BSE 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 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 the Independent Directors of the Company was convened on February 12, 2020, without the presence of Non-Independent Directors and Members of Management, to consider, inter alia, the 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 the views of Executive Directors and Non-Executive Directors;

(c) assess the quality, quantity and timeliness of flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present in the Meeting and the Meeting was chaired by 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 May, 2019, 14th August, 2019, 14th November, 2019 and 12th February, 2020.

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. 2nd April, 2019, 30th May, 2019, 14th November, 2019, 17th December, 2019 and 12th February, 2020.

The company is having a Nomination and Remuneration Committee comprising of the following 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. 30th May, 2019, 14th August, 2019, 14th November, 2019 and 12th February, 2020.

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

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 September, 2019 and the proceedings of the above Meeting were properly recorded and signed in the Minutes Book maintained for the purpose.

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.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company 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 efficient conduct of its business, including adherence to the Companys policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee is responsible for implementing and maintaining the internal control and periodically reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems.

The Company has adopted accounting policies which are in accordance with Indian Accounting 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, 2013, unclaimed dividend for the financial year 2011-12 have been transferred by the Company to the Investor Education and Protection Fund established by Central Government. Details of unpaid and unclaimed amounts lying with the Company have been uploaded on the Companys website.

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

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

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

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

The Company has also adopted Anti-Sexual Harassment Policy in place which is in line with requirements of the POSH Act, 2013 and is fully committed to uphold and maintain the dignity of every women executive working in the Company. The Companys Policy provides for protection against sexual harassment at workplace and for prevention and redressal of such complaints.

Number of complaints pending as on the beginning ofthe financial year: 0 Number of complaints 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 financial year were on an arms 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 Companys website.

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to section 177(9) & (10) of the Companies Act, 2013 rules made thereunder and Regulations 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism for Directors and employees to report genuine concern. The Vigil Mechanism Policy has been uploaded on the website of the Company.

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, 2020, 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:

i) the steps taken or impact on conservation of energy

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

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 technical staff in order to ensure that they possess adequate skills to enable them to serve the Companys clients.

ii) the benefits derived like product improvement, cost reduction, product development or import substitution

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

iii) Particulars of imported technology (imported during the last 3 years reckoned from the 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 been given in the Notes forming part of the Accounts for the financial yearended 31st March, 2020.

PARTICULARS OF EMPLOYEES:

Information required under Section 197(12) read with Rule 5 of Companies (Appointment and 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 key managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Average increase made in the salaries of employees other than key managerial personal during the year is 9% versus no increase in managerial remuneration.

There are no other exceptional circumstances for increase in the remuneration of key managerial personal and increase in remuneration has been in accordance with the Companys policies.

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

COVID-19 AND ITS IMPACT

Since the COVID-19 virus outbreak in December 2019, the disease has spread to almost 100 countries around the globe with the World Health Organization declaring it a public health emergency. The global impact of the coronavirus disease 2019 (COVID-19) are already starting 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 NPA accounts of the Company by the bank and Covid 19 effect the Companys business has slowed down 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 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
Director Director
DIN:00018911 DIN:00015095
Place : Mumbai
Date : 31st July, 2020