Priya Ltd Directors Report

TO THE MEMBERS OF PRIYA LIMITED

The Directors present their 37^th Annual Report along with the Audited Financial Statement of Accounts for the Financial Year 2023-24.

FINANCIAL PERFORMANCE:

The financial performance of the Company for the Financial Year 2023-24 in comparison to the previous financial year 2022-23 are summarized as below:

	Year Ended 31/03/2024	Year Ended 31/03/2023
Revenue from operation	0.00	0.00
Other Income	36.10	45.22
	36.10	45.22
Profit/ (Loss) before Tax	(402.45)	(397.29)
Less:
1) Current Tax
- For current year	0.00	0.00
- For earlier years	0.00	0.00
2) Deferred tax	0.00	0.00
Profit/(Loss) After Tax	(402.45)	(397.29)
Other Comprehensive Income	(35.95)	(33.63)
Total Comprehensive Income	(367.90)	(430.92)

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 2023-24, 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 31^st March, 2024.

SHARE CAPITAL

The paid up equity capital as on 31^st March, 2024 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, 2024.

OPERATIONS

No revenues in the current and previous financial year under review. The Company has incurred a Net Loss of Rs.367.90 Lakhs in 2022-23 as compared to previous years Net Loss of Rs.430.92 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 of Executive and Non-Executive Directors. The Board comprises of two 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 31^st March 2024 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	Attendance of AGM held on 29th September, 2023	No. of Board Meetings held during the year 2023-24		No. of Directorship in Public Companies	No. of Committee positions held (Audit Committee & Stakeholders Relationship Committee)
			Held	Attended		Chairman	Member
Arunkumar Bhuwania	Chairman Non Independent / Non- Executive Director	No	4	2	1	0	2
Anuj Bhargava	Independent / Non- Executive Director	Yes	4	4	1	1	1
Aditya Bhuwania	Whole-time/ Executive Director	Yes	4	4	1	0	0
Hema Thakur	Independent / Non- Executive Director	Yes	4	4	4	2	5

III. NO. OF BOARD MEETING:

All the board meetings were held in compliance with section 173 of the Companies Act, 2013 as the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), 2015.

Four (4) Board Meetings were held during the year 2023-24 on 30.05.2023, 09.08.2023, 08.11.2023 and 07.02.2024. The maximum gap between any two meetings did not exceed one hundred and twenty (120) days.

The Company has complied with the requirements prescribed under the Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of the Board of directors (SS-1) and General meetings (SS-2).

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. Aditya Bhuwania (DIN: 00018911) Non-Executive & Non-Independent 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/CHANGE IN DESIGNATION DIRECTORS:

During the financial year, after resignation of Mrs. Mini Bhuwania as Women Director of the Company. The board re-designed Mrs. Hema Thakur as women Director of the Company w.e.f. 30^th May, 2023.

VI. CESSATION

Mr. M.K. Arora - Non-Executive Independent Director of the Company resigned from directorship of the Company w.e.f. 6^th April, 2023.

Mrs. Mini Bhuwania - Non-Executive Non-Independent Women Director of the Company resigned from directorship of the Company w.e.f. 16^th May, 2023.

The Board places on record its sincere appreciation for the valuable contribution made 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 2023-24 are:

Mr. Aditya Bhuwania : Whole time Director

Mrs. Kalyani Joshi : Company Secretary & Compliance officer

(Resigned as on 31^st May, 2024)

Board places on record its deep appreciation for the excellent contributions made by Mrs. Kalyani Joshi during her tenure.

VIII. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUBSECTION (6) OF SECTION 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 rules framed thereunder. The Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, ("MCA"). The Independent Directors are also required

to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

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

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

Mr. M. K. Arora resigned from the directorship (Independent Non-Executive) of the Company on the account of old age w.e.f. April 6, 2023.

AUDIT:

1) STATUTORY AUDIT:

In terms of Section 139 of the Companies Act, 2013, M/s. Kanu Doshi Associates LLF, Chartered Accountants, Mumbai (ICAI Firm No. 104746W/W100096) had been re-appointed as the Statutory Auditors of the Company for the period of five years from the conclusion of 35^th Annual General Meeting till the conclusion of 39^th Annual General Meeting.

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

Remark No.1:

We draw your attention to note no. 36 of Financial Statements regarding the Companys account being declared as Non-Performing Asset (NPA) and received a notice under Section 13(4) of Securitization and Reconstruction of Financial assets and Enforcement of Security Interest Act, 2002 (the Act) for symbolic attachment of properties. The Company has incurred net losses in the current period as well as in the past years. The Company has accumulated losses which exceeds its net worth at the balance sheet date resulting in negative net worth and due to blockage of bank accounts, revenue from operation during the current year is nil. During the FY 2020-21, the Company has also closed down all its branches except Mumbai branch, had written off/ sold fixed assets located at such branches and has also laid off maximum employees across all branches since the business operations are nil. Further, the Company has also received summons from Debts Recovery Tribunal (DRT) Mumbai applied by one of the lender banks.

As informed by the Management of the Company, during the previous year, as a result of nonpayment and despite of demand notices, the Authorised Officer took physical possession of the properties situated in Chennai and Kolkata, out of which Chennai property was sold in e-auction on 29^th December, 2022. However, in the absence of information available in relation to the auction amount, the accounting adjustment between borrowing and the asset sold is pending as at 31^st March, 2023.

Further, the company has also received a notice dated 13th January, 2023 for auction sale of Mumbai properties which was conducted on 07^th February 2023 by e-auction mode however, as per the information received from the management, e-auction held was not materialised.

Bank of Maharashtra and Union Bank have declared the company, promoters, directors and corporate guarantors as willful defaulters, the management of the company has represented against the same.

During the current year, the Company has deposited Rs.175 lacs in "Non-lien account" with Indian Bank as a one-time settlement out of proposed amount of Rs. 850 lacs.

Based on the facts mentioned above and in the absence of the necessary and adequate evidence with respect of Companys assessment of going concern, as per our judgement, managements use of going concern basis of accounting in the financial statements is inappropriate. 17

Comment of Board of Directors:

The Loans taken from the banks has been declared Non-Performing, due to inability to repay the loan bank has e-auction Chennai Property on 29^th December, 2022. In this regard, no detailed information is available with the Company.

The bank has also done e-auction for Mumbai Property but the attempt was unsuccessful.

The Union Bank of India has filed a case at DRT for the recovery of their dues. For this, Company appointed Advocate Jay K. Bhatia., and he re-presenting this case at DRT.

The Company is waiting for a revised OTS letter from the bank. We would decide our further course of action in relation to continuation of operation only on completion of OTS.

Remark No.2:

The Company had made aggregate provision of Rs. 3,269.64 lakhs for doubtful debts (expected credit loss) as at March 31,2024 relating to export sales. The Management has not approached RBI for approval of writing off the said amount from books of accounts. In the absence of any information regarding penal consequences, we are unable to comment on the impact of the same on the Loss / net worth of the Company.

Comment of Board of Directors:

Management is in process of recovering the aforesaid amount from debtors and Regular and frequent follow-ups are being done., but due to bad quality of products, its difficult to recover this amount. If these debts become non-recoverable from debtors in future, then the company will definitely approach RBI to write off the said amount from books of accounts.

Remark No.3:

During previous year, there was a casual vacancy of Chief Financial Officer w.e.f. November 30, 2022. The Company is in process of appointing new Chief Financial Officer but couldnt appoint the same within the prescribed time limits of six months from the date of resignation and we are unable to comment on the impact of the penal consequences on the loss / networth of the Company.

Comment of Board of Directors:

The Company doing search of candidate for the post of Chief Financial Officer but unable to find out suitable candidate for the same post. To filed up this vacancy company giving newspaper advertisement on continuous basis.

2) INTERNAL AUDIT:

The Board of Directors based on the recommendation of the Audit Committee has appointed Ms. Neelambari Patil., Cost Accountants as the Internal Auditor of your Company for the financial year 2023-2024.

The Internal Auditors are submitting their reports on quarterly basis.

3) SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act and rules made there under, the Board has appointed M/s. Sahasrabuddhe Parab & Co. LLP, Company Secretaries., to conduct Secretarial Audit of company for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended March 31, 2024. The report of the Secretarial Auditor is annexed to this report as (Annexure-A).

The said Secretarial Audit Report mention following observation:

Remark No.1:

The Company has availed loan from the Directors of the Company during FY 2021-22, FY 202223 & FY 2023-24, which is subject to compliance 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 which board will take necessary action.

Remark No.2:

The Company has availed loan from the Priya International Limited during FY 2023-24, which is subject to compliance 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 which board will take necessary action.

Remark No.3:

The website of the Company is non-functional.

Comment of Board of Directors:

The management will take action on this on immediate basis and the website will be kept functioning and updated.

Remark No.4:

The events occurred during the period under the review are captured by the Company in the Structured Digit Database software after the occurrence of the event.

Comment of Board of Directors:

The Company updated all the database in the software as required and ensures that it will be kept up-to-date in near future.

Remark No.5:

Mr. Rakesh Kumar Jain has been resigned as Chief Financial Officer of the Company with effect from 30^th November, 2022. The vacancy caused due to resignation is required to be filled by the Company within six months from the resignation but vacancy is still not filled by the Company.

Comment of Board of Directors:

The Company is in the process of appointing new Chief Financial officer of the Company in due course of time.

Remark No.6:

The Company has made delay in the payment of listing fees of Bombay Stock Exchange. Comment of Board of Directors:

The Company paid listing fees to the Bombay Stock Exchange for the financial year 2023-24. So, as on date no amount pending for the financial year 2023-24.

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, the Company is not required to maintain cost records.

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

No frauds were reported by auditors under sub-section (12) of Section 143 of the Companies 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 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 Annual Return for financial year 2023-24 as per provision of the Act and Rules thereto, is available on the Companys website at www.privagroup.com.

CORPORATE GOVERNANCE

Since, the paid- up capital of the Company is less than 10 Crores and Net worth is less than 25 Crores, the provisions of the Corporate Governance as stipulated under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. Provided that where the provision of the Act becomes applicable to the Company at a later date, the Company shall comply with the requirements within six months from the date on which the provisions become applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year under review, your Company has not met criteria laid down under the provisions of Section 135(1) of the Companies Act, 2013 read with companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the provisions Corporate Social Responsibility are not applicable to the Company.

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 Non-Executive, 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.

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.

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 7, 2024, with 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. Anuj Bhargava.

COMPOSITION OF THE COMMITTEES OF THE BOARD:

The Board has constituted necessary Committees pursuant to the provisions of the Companies Act, 2013, rules framed there under and SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015. The Committees of the Board comprises of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

The details about Composition of Committees and their Meetings are given below:

AUDIT COMMITTEE

The Company has constituted Audit Committee as per requirement of Section 177 of the Companies Act 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The terms of reference of Audit Committee are broadly in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. During the year (4) Four Audit Committee Meetings was held i.e. 30^th May, 2023, 9^th August, 2023, 8^th November, 2023 and 7^th February, 2024.

Composition and Attendance of Members at the meetings of the Audit Committee held during the financial year 2023-24 are mentioned below:

Name	Designation	Category	No. of Meetings
			Held	Attended
Mr. Anuj Bhargava	Chairman	Independent / Non-Executive Director	4	4
Mr. Arunkumar Bhuwania	Member	Non Executive Director	4	2
Mrs. Hema Thakur	Member	Independent / Non-Executive Director	4	4

After Resignation of Mr. M.K. Arora on April 06, 2023, he ceased from Chairmanship of the Audit Committee. The Board re-constituted the Audit Committee in the Board meeting dated 30^th May, 2023 and appointed Mr. Anuj Bhargava as Chairman of the Committee.

All the members of Audit Committee are independent directors except Mr. Arunkumar Bhuwania., who is Non-Executive Chairman of the Company.

NOMINATION AND REMUNERATION COMMITTEE

i) The Company has constituted Nomination & Remuneration Committee as per requirement of Section 178(1) of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The terms of reference of Nomination & Remuneration Committee are broadly in accordance with the provisions of Companies Act, 2013. During the year (2) Two Nomination and Remuneration Committee Meetings was held i.e. 30^th May, 2023 and 7^th February, 2024.

Composition and Attendance of Members at the meetings of the Nomination & Remuneration Committee held during the financial year 2023-24 are mentioned below:

Name	Designation	Category	No. of Meetings
			Held	Attended
Mr. Anuj Bhargava	Chairman	Independent / Non- Executive Director	2	2
Mr. Arunkumar Bhuwania	Member	Non Executive Director	2	2
Mrs Hema Thakur	Member	Independent / Non- Executive Director	2	2

After resignation of Mr. M. K. Arora on April 06, 2023 from the Chairmanship of Nomination and Remuneration Committee, Mr. Anuj Bhargava will be Chairman and Mrs. Hema Thakur will be Member of this Committee.

ii) Remuneration Policy

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

iii) Remuneration of Directors

A. Non Executive Directors Remuneration

The committee recommends and reviews the appointment and remuneration of Directors. It has adopted a policy which deals with the appointment and remuneration of directors and key managerial persons. The adopted policy decides about the manner of selection of executive directors, key managerial persons, and independent directors. The policy also decides about the criteria to be followed for recommending the remuneration of directors and key managerial persons.

Name of Director	Category	Sitting Fees * (Rs.)
Mr. Arunkumar Bhuwania	Promoter/Non-Executive Chairman	Nil
Mr. Aditya Bhuwania	Executive Director	Nil
Mr. Anuj Bhargava	Independent/ Non Executive Director	1,15,000
Mrs. Hema Thakur	Independent/ Non-Executive Director	1,05,000
Total		2,10,000

* Includes fees for Audit Committee Meetings.

B. Executive Directors Remuneration

The Whole Time Director (designated as Executive Director) are being paid in accordance with and subject to the limits laid down in the Schedule V of the Companies Act, 2013. The remuneration to the Whole Time Directors are approved by the Board of Directors and subsequently ratified by the shareholders in their general meeting. Due to continuous losses in the business the Company has not paid any remuneration to the Whole-time Director of the Company:

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 the Directors 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 to the whole-time Directors or Employees of the Company.

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

STAKEHOLDER RELATIONSHIP COMMITTEE.

As required under Section 178(5) of the Companies Act, 2013, the Board has in place Stakeholders Relationship Committee to specifically looks into the mechanism of redressal of grievances of shareholders. During the year (2) Two Stakeholders Relationship Committee Meetings was held i.e. 30^th May, 2023 and 7^th February, 2024.

Composition and Attendance of Members at the meetings of the Stakeholders Relationship Committee held during the financial year 2023-24 are mentioned below:

Name	Designation	Category	No. of Meeting
			Held	Attended
Mrs. Hema Thakur	Chairman	Independent / Non- Executive Director	2	2
Mr. Arunkumar Bhuwania	Member	Non Executive Chairman	2	2
Mr. Anuj Bhargava	Member	Independent / Non- Executive Director	2	2

After resignation of Mr. M. K. Arora from the Chairmanship of Stakeholders Relationship Committee w.e.f. 6^th April, 2024. The Board re-constituted the Stakeholders Relationship Committee on 30^th May, 2023 and appointed Mrs. Hema Thakur as a Chairman and Mr. Anuj Bhargava as Member of the Stakeholders Relationship Committee.

The company has a large number of shareholders and this committee meets to approve transfer of shares, splitting and consolidation of shares, issuance of duplicate shares and review/redress shareholder complaints.

jamngema

During the financial year, Mrs. Kalyani Joshi, Company Secretary acts as compliance officer of the company.

During the year ended 31.03.2024, No complaints/queries were received the Shareholders. . GENERAL BODY MEETING

The 36^th Annual General Meeting (AGM) was held on 29^th September, 2023 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

There is no Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

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 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.

UNPAID /UNCLAIMED DIVIDEND

Pursuant to Section 124 of the Companies Act, 2013, unclaimed dividend for the financial year 201516 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

During the financial year, the total employee of the Company is below 10., due to this disclosure as per the sexual harassment of woman at workplace (prevention, prohibition an redressal) Act, 2013 will not applicable to the Company.

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.

Your Directors draw attention of the members to Note No.30 to the financial statement which sets out related party disclosures.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In accordance with the provisions of Section 177(9) of the Companies Act, 2013, read with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a "Whistle Blower Policy" which provides a mechanism to ensure adequate safeguards against victimization of Directors and Employees and ensures that the activities of the Company and its employees are conducted in a fair and transparent manner. The Employees of the Company have the right/option to report their concerns/grievances to the Chairperson of the Audit Committee.

During the year under review, the Company had not received any complaint under Whistle Blower Policy and no complaint was pending as on March 31, 2024.

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 31^st March, 2024, 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2023-24.

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:

In view of the nature of the activities carried out by the Company, disclosure in terms of Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 pertaining to the Conservation of Energy and Technology Absorption is not applicable to the Company.

There was no foreign exchange inflow or outflow during the year under review.

BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report as required by Regulation 34(2) of the SEBI Listing Regulations, 2015, is applicable to the Top 1000 companies based on the market capitalisation of the company. Therefore, the requirement of preparing Business Responsibility Report is not applicable to the company.

IBC CODE"

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

ONE TIME SETTLEMENT:

Companys account being declared as Non-Performing Asset (NPA) and received a notice under Section 13(4) of Securitization and Reconstruction of Financial assets and Enforcement of Security Interest Act, 2002 (the Act) for symbolic attachment of properties. The Company has incurred net losses in the current period as well as in the past years. The Company has accumulated losses which exceeds its net worth at the balance sheet date resulting in negative net worth and due to blockage of bank accounts, revenue from operation during the current year is nil. During the FY 2020-21, the Company has also closed down all its branches except Mumbai branch, had written off/ sold fixed assets located at such branches and has also laid off maximum employees across all branches since the business operations are nil. Further, the Company has also received summons from Debts Recovery Tribunal (DRT) Mumbai applied by one of the lender banks.

As informed by the Management of the Company, during the previous year, as a result of nonpayment and despite of demand notices, the Authorised Officer took physical possession of the properties situated in Chennai and Kolkata, out of which Chennai property was sold in e-auction on 29^th December, 2022. However, in the absence of information available in relation to the auction amount, the accounting adjustment between borrowing and the asset sold is pending as at 31^st March, 2023.

Further, the company has also received a notice dated 13^th January, 2023 for auction sale of Mumbai properties which was conducted on 7^th February 2023 by e-auction mode however, as per the information received from the management, e-auction held was not materialised.

Bank of Maharashtra and Union Bank have declared the company, promoters, directors and corporate guarantors as willful defaulters, the management of the company has represented against the same.

During the current year, the Company has deposited Rs.175 lacs in "Non-lien account" with Indian Bank as a one-time settlement out of proposed amount of Rs. 850 lacs.

Based on the facts mentioned above and in the absence of the necessary and adequate evidence with respect of Companys assessment of going concern, as per our judgement, managements use of going concern basis of accounting in the financial statements is inappropriate.

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.

Form No. MR - 3 SECRETARIAL AUDIT REPORT

For the Financial year ended March 31, 2023 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

PRIYA LIMITED,

501, 5^th Floor, Kimatrai Building, 77-79 Maharshi Karve Marg,

Marine Lines (E), Mumbai- 400 002.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PRIYA LIMITED (CIN: L99999MH1986PLC040713) (hereinafter called as "the Company") for the audit period from April 1, 2023 to March 31, 2024, ("the year"/ audit period"/ "period under review").

Secretarial Audit was conducted in a manner that provided me reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, the explanations and clarifications given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the Audit Period complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2023 according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made thereunder;

2. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the Rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder;

4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not Applicable to the Company during the Audit Period);

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act) with amendments thereon:

i. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

ii. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

iii. The Securities and Exchange Board of India (Issue Capital and Disclosure Requirements) Regulations, 2018; (Not Applicable to the Company during the Audit Period).

iv. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not Applicable to the Company during the Audit Period).

v. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not Applicable to the Company during the Audit Period).

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vi. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies and dealing with Client;

vii. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2021 (The Company has applied for delisting of its shares from the Calcutta Stock Exchange Limited, however approval with respect to the same is pending since 2003).

viii. The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018; (Not Applicable to the Company during the Audit Period).

ix. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

x. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not Applicable to the Company during the Audit Period).

xi. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not Applicable to the Company during the Audit Period).

6. Other Laws, Rules, Regulations & Circulars specifically applicable to Company as informed by the Company during the period under review:

i. Recovery of Debts Due to Banks and Financial Institutions Act, 1993.

ii. The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002.

iii. Master Circular on Wilful Defaulters DBR.No.CID.BC.22/20.16.003/2015-16 dated July 01, 2015.

iv. Guidelines for recovery of dues relating to Non-Performing Assets (NPAs) of public sector banks BPBC.11/21.01.040/99-00 dated July 27, 2000.

We have also examined compliance by the Company with the applicable clauses of the following:

i. Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India (ICSI).

ii. The Listing Agreements entered into by the Company with BSE Limited and the Calcutta Stock Exchange Limited. The Company has applied for delisting of its shares from the Calcutta Stock Exchange Limited, however approval with respect to the same is pending since 2003.

We have relied on the representations made by the Company and its Officers for systems and mechanisms formed by the Company for compliances under other generally applicable Acts, Laws and Regulations to the Company.

We further report that the compliances by the Company of applicable financial laws, like direct and indirect tax laws, have not been reviewed in this audit since the same is not within the scope of our audit.

We further report that during the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above except to the extent mentioned below:

i. The Company has availed loan from the Directors of the Company during FY 2021-22, FY 2022-23 & FY 2023-24, which is subject to compliance of provision of the Companies Act, 2013.

ii. The Company has availed loan from the Priya International Limited during FY 2023-24, which is subject to compliance of provision of the Companies Act, 2013.

iii. The website of the Company is non-functional.

iv. The events occurred during the period under the review are captured by the Company in the Structured Digit Database software after the occurrence of the event.

v. Mr. Rakesh Kumar Jain has been resigned as Chief Financial Officer of the Company with effect from 30^th November, 2022. The vacancy caused due to resignation is required to be filled by the Company within six months from the resignation but vacancy is still not filled by the Company.

vi. The Company has made delay in the payment of listing fees of Bombay Stock Exchange. We further report that:

As on March 31,2024, the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors as per SEBI (Listing Obligations and Disclosure Requirements), 2015 and in accordance with the provisions of Section 152 of the Companies Act, 2013. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all the directors to schedule the Board and Committee Meetings, agenda and detailed notes on agenda were sent at least seven days in advance (except in cases where the meeting was held at a shorter notice), and there is a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out either unanimously or majority as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

There were no dissenting views by any member of the Board of Directors during the period under review.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that

1. The Companys account being declared as Non-Performing Asset (NPA) and received a notice under Section 13(4) of Securitization and Reconstruction of Financial assets and Enforcement of Security Interest Act, 2002 (‘the Act) for symbolic attachment of properties.

2. The Company has incurred net losses in the current period as well as in the past years. The Company has accumulated losses which exceed its net worth at the balance sheet date resulting in negative net worth and due to blockage of bank accounts, revenue from operation during the current year is nil.

3. During the FY 2020-21, the Company has closed down all its branches except Mumbai branch, had written off/ sold fixed assets located at such branches and has also laid off maximum employees across all branches since the business operations are nil. Further, the Company has also received summons from Debts Recovery Tribunal (DRT) Mumbai applied by one of the lender banks.

4. As informed by the Management of the Company during the previous year, as a result of non-payment and despite of demand notices, the Authorised Officer took physical possession of the properties situated in Chennai and Kolkata, out of which Chennai property was sold in e-auction on 29^th December, 2022. However, in the absence of information available in relation to the auction amount, the accounting adjustment between borrowing and the asset sold is pending as at 31^st March, 2023.

5. The Company has also received a notice dated 13^th January, 2023 for auction sale of Mumbai properties which was conducted on 7^th February, 2023 by e-auction mode. However, as per the information received from the management, e-auction held was not materialised.

6. Bank of Maharashtra and Union Bank have declared the company, promoters, directors and corporate guarantors as wilful defaulters, the management of the company has represented against the same.

We further report that:

Based on the representation(s) obtained from the Company, during the audit period there were no

events occurred which had bearing on the Companys affairs in pursuance of the above referred

laws, rules, regulations, guidelines etc except the following.

As per Audit Report,

1. During the current year, the Company has deposited Rs. 175 lacs in "Non-lien account" with Indian Bank as a one-time settlement out of proposed amount of Rs. 850 lacs.

2. The Managements use of going concern basis of accounting in the financial statements is appropriate.

3. The Company had made aggregate provision of Rs. 3269.64 lakhs for doubtful debts(expected credit loss) as at March 31, 2024 relating to export sales and the Management has not approached RBI for approval of writing off the said amount from books of accounts.

4. The Company has provided interest amounting to Rs. 358.02 lakhs on NPA accounts for the year ended March 31, 2024. The total outstanding interest payable as at 31st March, 2024 amounts to Rs. 2049.72 Lakhs.

5. The Company has not received rental income amounting to Rs. 81.44 Lakhs from its group company during the year. The provision has not been made as management is confident of receiving this outstanding from the group company in near future.

6. As at March 31, 2024, the Company has advance tax refund receivable amounting to Rs. 34.95 Lakhs pertaining to seven assessment years. As per income tax records the same has been refunded to the company.

7. Due to unavailability of funds, the Company is unable to pay gratuity (statutory liability) amounting to Rs. 44.08 lakhs which is outstanding at March 31, 2024 to the employees resigned during the year.

8. The features of recording audit trail (edit log) facility was not enabled at the database level to log in any direct data changes for accounting software used for maintain books of accounts relating to payroll.

9. The Company has incurred cash losses in the current year as well as in the immediately preceding financial year amounting to Rs. 397.67 Lakhs and Rs. 390.68 Lakhs respectively.

10. The Company has made default in payment of term loans availed from Bank of Maharashtra, Indian Bank and Union Bank of India. Further, as per audit report, the Company has been declared a wilful defaulter by the banks due to loans outstanding as mentioned above.

To,

The Members,

PRIYA LIMITED,

Secretarial Audit Report of Priya Limited is to be read along with this letter.

1. The compliance of provisions of all laws, rules, regulations, standards applicable to Priya Limited (hereinafter called the Company) is the responsibility of the management of the Company. Our examination was limited to the verification of records and procedures on test check basis for the purpose of issue of the Secretarial Audit Report.

2. Maintenance of secretarial and other records of applicable laws is the responsibility of the management of the Company. Our responsibility is to issue Secretarial Audit Report, based on the audit of the relevant records maintained and furnished to us by the Company, along with explanations where so required.

3. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial and other legal records, legal compliance mechanism and corporate conduct. The verification was done on test check basis to ensure that correct facts as reflected in secretarial and other records were produced to us. We believe that the processes and practices we followed, provides a reasonable basis for our opinion for the purpose of issue of the Secretarial Audit Report.

4. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

5. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and major events during the audit period.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.