Directors Report of Priya Ltd.

Mar 31, 2015

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

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Mar 31, 2014

Dear Members,

The Directors take great pleasure in presenting the 27th Annual Report and Audited Accounts of your Company for the financial year ended 31st March, 2014.

financial performance

The financial performance of the Company for the Financial Year 2013-14 in comparison to the previous financial year 2012-13 are summarised as below:

(Rs. in Lacs)

Year Ended Year Ended 31/03/2014 31/03/2013

Revenue from operation 17720.72 21162.26

Other Income 234.43 161.08

17955.15 21323.34

Profit/ (Loss) before Tax and Extra Ordinary Item 286.28 280.99

Extra ordinary item - -

Profit/ (Loss) before Tax and after Extra Ordinary Items 286.28 280.99

Provision for taxation-Current Tax 95.73 98.90

Provision for taxation-Deferred Tax (0.47) (30.77)

(Add)/Less: Taxation of earlier 19.63 0.20 years

Profit/(Loss) After Tax 171.39 212.66

Add: Balance brought forward 822.24 644.70

Profit available for appropriation 993.63 857.36

Appropriations

Proposed Dividend 30.02 30.02

Corporate Dividend Tax 5.10 5.10

Balance carried to Balance Sheet 958.51 822.24

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 31st March 2014 amounting to Rs. 30,02,300/- (exclusive of Tax of Rs. 5.10 Lac).

OPERATIONS

During the year under review the aggregate turnover of your Company was Rs.17720.72 lac as compared to Rs.21162.26 lac in the previous year. The Company has earned profit after tax and exceptional item of Rs.171.39 lac in 2013- 2014 as compared to Rs. 212.66 lac in the previous year.

Due to recessionary trends which continued

globally, your company''s turnover decreased to Rs.17720.72 lac in comparison to performance of previous year. The aforesaid decrease in turnover was a result of economic slowdown globally and not restricted to USA & European countries.

Your Company is focused to concentrate on the hardware business which has been major revenue earner, which mainly includes marketing of VXL thin clients and has now started marketing various software products, and offering solutions for different industries. This year has been challenging, as the company had to shrink its import activities in response to high volatility in foreign currency and devaluation of rupee.

As regards to infrastructure, your Company''s head office and 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 will lead to improved profitability in the long run.

Your Directors are confident that the company will strive hard to improve the performance in the current year.

DIRECTORS

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. R. K. Saraswat, Mr. M. K. Arora and Mr. Anuj Bhargava as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Mr. Aditya Bhuwania, Director, retires by rotation and being eligible has offered himself for re-appointment.

auditors

M/s. M. L. Bhuwania & Co., Chartered Accountants who are to retire at the conclusion of the forthcoming Annual General meeting, have offered themselves for re-appointment as Auditors of the Company. A written certificate to the effect that their appointment, if made, would be within the prescribed limits under section 139 of the Companies Act, 2013, has been obtained by the Company from them. The members are requested to consider their re-appointment and fix remuneration.

AUDITORS REPORT

The observations of the Auditors in their report read together with the Notes to Accounts are self explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The auditor''s reports do not contain any reservation, qualification & adverse remark for the financial year under review.

HUMAN RESOURCE

Maintenance of a cordial and supportive environment is a pre-requisite for the smooth functioning of any organization. This requires the management and the employees to fully understand and respect each other. On an ongoing basis the management identifies and implements necessary measures to maintain a positive climate and improve performance levels.

Your Directors also wish to place on record their appreciation for the dedication and commitment displayed by all executives, officers and staff at all levels of the company.

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.

INSURANCE

All insurable assets of the Company including inventories, warehouse premises etc. are adequately insured.

BANKS

Your Directors wish to place on record their appreciation for the support from Company''s bankers namely Indian Bank, Union Bank of India and Bank of Maharashtra.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

i) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

ii) Appropriate accounting policies have been selected and have 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 2013-2014 and Profit of the Company for that the year ended on 31st March, 2014;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

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.

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 2013-2014 was duly paid to BSE.

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.

Form ''A'' of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable as our industry is not included in the Schedule to the said Rules.

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, 2014.

PARTICULARS OF EMPLOYEES:

The Company is not required to make any disclosure under section 217(2A) of the Companies Act, 1956 as none of its employees is drawing remuneration in excess of Rs.60 Lacs per annum or Rs.5 Lacs per month.

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 Executive Director Director

Place: Mumbai Date: 16th May, 2014

---

Mar 31, 2013

To, Dear Members of Priya Limited

The Directors take great pleasure in presenting the 26 Annual Report and Audited Accounts of your Company for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

The financial performance of the Company for the Financial Year 2012-13 in comparison to the previous financial year 2011-12 are summarized as below:

(Rs. in Lacs)

Year Ended Year Ended 31/03/2013 31/03/2012

Revenue from operation 21162.26 19246.60

Other Income 161.08 157.75

21323.34 19404.35

Profit/ (Loss) before Tax and

Extra Ordinary Item 280.99 175.83

Extra ordinary item ... ...

Profit/ (Loss) before Tax and after

Extra Ordinary Items 280.99 175.83 Provision for taxation

Current Tax 98.90 54.19

Deferred Tax (30.77) (0.48)

(Add)/Less: Taxation of earlier years 0.20 40.49

Profit/(Loss) After Tax 2T256 8163

Add: Balance brought forward 644.70 597.97

Profit available for appropriation 857.36 679.60 Appropriations

Proposed Dividend 30.02 30.02

Corporate Dividend Tax 5.10 4.87

Balance carried to Balance Sheet 822.24 644.70

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 31s March 2013 amounting to Rs. 30,02,300/- (exclusive of Tax of Rs. 5.10 Lac).

OPERATIONS

During the year under review the aggregate turnover of your Company was Rs. 21162.26 lac as compared to Rs. 19246.60 lac in the previous year. The Company has earned profit after tax and exceptional item of Rs. 212.66 lac in 2012-2013 as compared to Rs. 81.63 lac in the previous year.

Your Company has achieved better results in comparison to performance of previous year, despite of sluggish global economy. Distribution/Trading of Thin client constituted an important source of revenue to the company among other computer peripherals such as keyboard and mouse.

DIRECTORS

As per the provisions of Section 256 of the Companies Act, 1956, Mr. P. V. Hariharan and Mr. R. K. Saraswat, Directors of the Company shall be liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

M//s. M. L. Bhuwania & Co., Chartered Accountants who are to retire at the conclusion of the forthcoming Annual General meeting, have offered themselves for re-appointment as Auditors of the Company. A written certificate to the effect that their appointment, if made, would be within the prescribed limits under Section-224(1B) of the Companies Act, 1956, has been obtained by the Company from them. The members are requested to consider their re-appointment and fix remuneration.

AUDITORS REPORT

The observations of the Auditors in their report read together with the Notes to Accounts are self explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The auditor''s reports do not contain any reservation, qualification & adverse remark for the financial year under review.

HUMAN RESOURCE

Maintenance of a cordial and supportive environment is a pre-requisite for the smooth functioning of any organization. This requires the management and the employees to fully understand and respect each other. On an ongoing basis the management identifies and implements necessary measures to maintain a positive climate and improve performance levels. Your Directors also wish to place on record their appreciation for the dedication and commitment displayed by all executives, officers and staff at all levels of the company.

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.

INSURANCE

All insurable assets of the Company including inventories, warehouse premises etc. are adequately insured.

BANKS

Your Directors wish to place on record their appreciation for the support from Company''s bankers namely Indian Bank, Bank of India, Union Bank of India and Bank of Maharashtra.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) Appropriate accounting policies have been selected and have 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 2012-2013 and Profit of the Company for that the year ended on 31st March, 2013;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

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.

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 2012-2013 was duly paid to BSE.

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.

Form ''A'' of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable as our industry is not included in the Schedule to the said Rules.

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.

PARTICULARS OF EMPLOYEES:

The Company is not required to make any disclosure under section 217(2A) of the Companies Act, 1956 as none of its employees is drawing remuneration in excess of Rs.60 Lacs per annum or Rs.5 Lacs per month.

APPRECIATION & ACKNOWLEDGEMENTS

Your Directors 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

Executive Director Director

Place : Mumbai

Date :11th May, 2013

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Mar 31, 2012

To, The Members of Priya Limited

The Directors are pleased to present the 25th Annual Report and Audited Accounts of your Company for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March, 2012 in comparison to the previous financial year 2010-11 are summarised as below:

(Rs. in Lacs)

Year Ended Year Ended 31/03/2012 31/03/2011

Revenue from operation 19246.60 22059.70

Other Income 157.75 220.81

19404.35 22280.51

Profit/ (Loss) before Tax and Extra Ordinary Item 175.83 297.02

Extra ordinary item - -

Profit/ (loss) before Tax and after

Extra Ordinary Items 175.83 297.02

Provision for taxation

Current Tax 54.19 106

Deferred Tax (0.48) (9.44)

(Add Less: Taxation of earlier years 40.49 _

Profit/(Loss) After Tax 81.63 200.46

Add: Balance brought forward 597.97 432.52

Profit available for appropriation 679.60 632.98

Appropriations

Proposed Dividend 30.02 30.02

Corporate Dividend Tax 4.87 4.99

Balance earned to Balance Sheet 644.70 597.97

679.60 632.98

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 31st March 2012, amounting to Rs. 30,02,300/- (exclusive of Tax of Rs. 4.87 Lac).

OPERATIONS

During the year under review the aggregate turnover of your Company was Rs. 19246.60 lac as compared to Rs. 22059.70 lac in the previous year. The Company has earned profit after tax and exceptional item of Rs. 81.63 lac in 2011-2012 as compared to Rs. 200.46 lac in the previous year.

Due to recessionary trends which continued globally,

your company's turnover decreased to Rs. 19246.60 lac in comparison to performance of previous year. The aforesaid decrease in turnover was a result of economic slowdown globally and not restricted to USA & European countries.

Your Company is focused to concentrate on the hardware business which has been major revenue earner, which mainly includes marketing of VXL thin clients and other computer peripherals such as Keyboard and Mouse. The financial year 2011-12 was a challenging year, as the company had to shrink its import activities in response to high volatility in foreign currency and devaluation of rupee. The chemical segment of the company has also witnessed fall in revenue, as a consequence of global economy being in throes of recession.

As regards to infrastructure, your Company's head office and 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 will lead to improved profitability in the long run.

Your Directors are confident that the company will strive hard to improve the performance in the current year.

DIRECTORS

As per the provisions of Section 256 of the Companies Act, 1956, Mr. A. K. Bhuwania and Mr. Anuj Bhargava, Directors of the Company shall be liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The tenure of Mr. Ashish Bhuwania is due for re- appointment w.e.f. 13/05/2012 as Executive Director of the Company. Keeping in view his experiences and expertise, a resolution is proposed in the notice of Annual General Meeting for the aforesaid re- appointment of Mr. Ashish Bhuwania as per terms detailed in the resolution. The proposed tenure of appointment is for 5 years w.e.f. 13/05/2012. AUDITORS

M/s. M. L. Bhuwania & Co., Chartered Accountants who are to retire at the conclusion of the forthcoming Annual General meeting, have offered themselves for re-appointment as Auditors of the Company. A written certificate to the effect that their appointment, if made, would be within the prescribed limits under Section- 224(1 B) of the Companies Act, 1956, has been obtained by the Company from them. The members are requested to consider their re-appointment and fix remuneration.

AUDITORS REPORT

The observations of the Auditors in their report read together with the Notes to Accounts are self explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The auditor's reports do not contain any reservation, qualification & adverse remark for the financial year under review.

HUMAN RESOURCE

Maintenance of a cordial and supportive environment is a pre-requisite for the smooth functioning of any organization. This requires the management and the employees to fully understand and respect each other. On an ongoing basis the management Identifies and Implements necessary measures to maintain a positive climate and improve performance levels.

Your Directors also wishes to place on record their appreciation for the dedication and commitment displayed by all executives, officers and staff at all levels of the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report which form 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.

INSURANCE

All insurable assets of the Company including inventories, warehouse premises etc. are adequately insured.

BANKS

Your Directors wish to place on record their appreciation for the support from Company's bankers namely Indian Bank, Bank of India and Union Bank of India.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

i) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

ii) Appropriate accounting policies have been selected and have 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 2011-2012 and Profit of the Company for that the year ended on 31st March, 2012;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

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.

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 2011-2012 was duly paid to BSE.

CONSERVATION OF ENERGY, TECHNOLOGY A3SORPTION, 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.

Form 'A' of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable as our industry is not included in the Schedule to the said Rules.

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, 2012.

PARTICULARS OF EMPLOYEES:

The Company is not required to make any disclosure under section 217(2A) of the Companies Act, 1956 as none of its employees is drawing remuneration in excess of Rs. 60 Lacs per annum or Rs. 5 Lacs per month. APPRECIATION & ACKNOWLEDGEMENTS Your Directors take this opportunity to place on record their sincere gratitude for assistance & co-operation and assistance received from the 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 Executive Director Director

Place: Mumbai

Date: 10th May, 2012

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Mar 31, 2011

The Directors have immense pleasure in presenting the 24th Annual Report and Audited Accounts of your Company for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

The brief highlights of financial results of the Company for the Financial Year 2010-11 as compared to the previous financial year 2009-10 are as under:

(Rs. in Lacs) Year Ended Year Ended 31/03/2011 31/03/2010

Sales

Export 11873.60 11252.08

Local 10181.32 7963.84

22054.92 19215.92

Other Income 105.76 149.47

22160.68 19365.39

Profit/ (Loss) before Tax and Extra Ordinary Item 297.02 187.44

Extra ordinary item — —

Profit/ (Loss) before Tax and after Extra Ordinary Items 297.02 187.44

Provision for taxation-Current Tax 106 67.70

Provision for taxation-Deferred Tax (9.44) (1.17)

200.46 120.91

(Add)/Less: Taxation of earlier years — 9.13

Profit/(Loss) After Tax 200.46 111.78

Add: Balance brought forward 432.52 338.24

Profit available for appropriation 632.98 450.02

Appropriations

Proposed Dividend 30.02 15.01

Corporate Dividend Tax 4.99 2.49

Balance carried to Balance Sheet 597.97 432.52

632.98 450.02

DIVIDEND

Your Directors are pleased to recommend 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 31st March 2011. The said dividend will absorb a sum of Rs. 30,02,300/-

OPERATIONS

During the year under review your Company has achieved aggregate turnover of Rs. 22160.68 lacs as compared to Rs. 19365.39 lacs in the previous year. The Company has earned profit after tax and exceptional item of Rs. 200.46 lacs in 2010-2011 as compared to Rs. 111.78 lacs in the previous year.

Despite of recessionary trends which continued globally, your company achieved better results in comparison to performance of previous year. Although the Company had a slow start,

momentum was picked up progressively which can be experienced from the performance of last three quarters. There is marginal increase in turnover, inspite of economic slowdown in USA & in European countries.

Your Company continued to focus on the hardware business which has been major revenue earner, which mainly includes marketing of VXL thin clients and other computer peripherals such as Notebooks from MSI and Computer peripherals (Keyboard/Mouse, Gaming Cabinets and SMPS), networking products from SMC. The chemical division of the company has also experienced a increase in turnover as compared to the performance of previous year. As regards to infrastructure, your Companys head office and 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 confident that the company will strive hard to maintain the performance and improve the same in the current year.

DIRECTORS

As per the provisions of Section 256 of the Companies Act, 1956, Mr. M. K. Arora and Mr. R.K. Saraswat, Directors of the Company shall be liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS

M/s. M. L. Bhuwania & Co., Chartered Accountants who are to retire at the conclusion of the forthcoming Annual General meeting, have offered themselves for re-appointment as Auditors of the Company. A written certificate to the effect that their appointment, if made, would be within the prescribed limits under Section-224(1B) of the Companies Act, 1956, has been obtained by the Company from them. The members are requested to consider their re-appointment and fix remuneration.

AUDITORS REPORT

The observations of the Auditors in their report read together with the Notes to Accounts are self explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The auditors report do not contain any reservation, qualification & adverse remark for the financial year under review.

HUMAN RESOURCE

Maintenance of a cordial and supportive environment is a pre-requisite for the smooth functioning of any organization. This requires the management and the employees to fully understand and respect each other. On an on-going basis the management identifies and implements necessary measures to maintain a positive climate and improve performance levels. Your Directors also wishes to place on record their appreciation for the dedication and commitment displayed by all executives, officers and staff at all levels of the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Directors 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.

INSURANCE

All insurable assets of the Company including inventories, warehouse, premises etc. are adequately insured.

BANKS

Your Directors wish to place on record their appreciation for the support from Companys bankers namely Indian Bank, Bank of India and Union Bank of India.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

i) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

ii) Appropriate accounting policies have been selected and have 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 2010-2011 and Profit of the Company for that the year ended on 31st March, 2011;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

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.

LISTING OF SHARES

Your Companys shares have been 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 2010-2011 was duly paid to BSE.

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.

Form ‘A of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable as our industry is not included in the Schedule to the said Rules.

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.

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, 2011.

PARTICULARS OF EMPLOYEES:

As required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the Company has no employees who were in receipt of the remuneration of Rs. 60,00,000/- or more per annum during the year ended 31st March, 2011 or Rs. 5,00,000/- or more per month during any part of the said year.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the co-operation and assistance received from the 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 Executive Director Director

Place : Mumbai Date : 23rd April, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Accounts of your Company tor the financial year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Lacs)

Year Ended Year Ended 31/03/2010 31/03/2009

Sales

Export 11252.08 12703.60

Local 7963.84 7331.47

19215.92 20035.07 Other Income 149.47 138.83

19365.39 20173.90

Profit/ (Loss) before Tax and

Extra Ordinary Item 187.44 371.88

Extra ordinary item

Profit/ (Loss) before Tax and after

Extra Ordinary Items 187.44 371.88

Provision for taxation-Current Tax 67.70 68.60

Provision for taxation-Wealth Tax - 6.46

Provision for taxation-Deferred Tax (1.17) 42.93

Provision for taxation-Fringe Benefit Tax - 4.80

120.91 249.09

(Add)/Less: Taxation of earlier years 9.13 (0.71)

Profit/(Loss) After Tax 111.78 249.80

Add: Balance brought forward 338.24 88.44

Profit available for appropriation 450.02 338.24

Appropriations

Proposed Dividend 15.01 0.00

Corporate Dividend Tax 2.49 0.00

Balance carried to Balance Sheet 432.52 338.24

450.02 338.24



DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.50 per equity share (i.e.® 5%) on 30,02,300 fully paid equity shares of Rs. 10/- each for the financial year ended 31s1 March 2010. The said dividend will absorb a sum of Rs. 15,01,150/- OPERATIONS

Your Company has achieved aggregate turnover of Rs. 19365.39 lacs in the year 2009-2010 as Compared to Rs. 20173.90 lacs in the previous year. The Company has earned profit after tax and exceptional item of Rs. 111.78 lacs in 2009- 2010 as compared to Rs. 249.80 in the previous year.

There is slight decrease in turnover due to the economic down turn in USA & 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 local sales & decrease in export of electronics & chemicals 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 such as Notebooks from MSI and Computer peripherals (Keyboard/Mouse, Gaming Cabinets and SMPS), networking products from SMC, and is targeting a greater market share in these key areas. Your Company is also thriving to build an image of a complete system solution provider by marketing enterprise level software in the Indian Market.

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 years results for the Company during the current year.

DIRECTORS

As per the provisions of Section 256 of the Companies Act, 1956, Mr. A. K. Bhuwania, Director of the Company shall be liable to retire by rotation at the ensuing Annual General Meeting and he, being an eligible to offers himself for re-appointment.

Mr. Anuj Bhargava was appointed as Independent Additional Director on the Board of Directors in their meeting held on 27lh May 2010. In terms of Article 91 of the Articles of Association of the Company read with section 260 of-the Companies Act, 1956 Mr. Anuj Bhargava, hold office upto the date of the forthcoming Annual General Meeting of the Company. The Company has received notices in writing pursuant to section 257 (1) of the Companies Act, 1956 from two members signifying their intention to propose his name for election to the Office of Director at the ensuing Annual General Meeting.

Mr. P.V. Hariharan, was appointed as Independent Additional Director with effect from 1st July, 2010, on the Board of Directors in their meeting held on 27th May 2010. In terms of Article 91 of the Articles of Association of the Company read with section 260 of the Companies Act, 1956 Mr. P.V. Hariharan, hold office upto the date of the forthcoming Annual General Meeting of the Company. The Company has received notices in writing pursuant to section 257 (1) of the Companies Act, 1956 from two .members signifying their intention to propose his name for election to the Office of Director at the ensuing Annual General Meeting.

The members are requested to consider his appointment as specified in item no. 6 of notice convening Annual General Meeting.

The Board of Directors at their meeting held on 27th May, 2010 re-appointed Mr. Aditya Bhuwania as Whole Time Director, designated as Executive Director for a period of 5 years, with effect from 1sl September, 2010 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 Whole Time Director designated as Executive Director, on terms & conditions detailed in the resolution.

The members are requested to consider his re-appointment as specified in item no. 6 of notice convening Annual General Meeting.

AUDITORS

M/s. M. L. Bhuwania & Co., Chartered Accountants who are to retire at the conclusion of the forthcoming Annual General meeting, have offered themselves for re-appointment as Auditors of the Company. A written certificate to the effect that their appointment, if made, would be within the prescribed limits under Section-224(1 B) of the Companies Act, 1956, has been obtained by the Company from them. The members are requested to consider their re-appointment and fix remuneration.

AUDITORS REPORT

The auditors reports do not contain any reservation, qualification & adverse remark for the financial year under review.

HUMAN RESOURCE

Employee relations throughout the Company were harmonious. The board wishes to place on record its sincere appreciation of the sincere efforts of all employees in advancing the Companys vision and strategy to deliver best quality services to its valued customers.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required in terms of Listing Agreement with the Stock Exchange(s), a Management Discussion and Analysis Report is annexed forming part of this Annual Report.

REPORT ON CORPORATE GOVERNANCE

The Company has, pursuant to Clause 49 of the Listing Agreement with Stock Exchange, complied with the requirements of Corporate Governance.

A Report on Corporate Governance and a Certificate from the Auditors regarding the compliance of Corporate Governance conditions are made part of this Annual Report.

INSURANCE

All insurable assets of the Company including inventories, warehouse premises etc. are adequately insured.

BANKS

Your Directors wish to place on record their appreciation for the support from Companys bankers namely Indian Bank, Bank of India and Union Bank of India.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

i) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

ii) Appropriate accounting policies have been selected and have 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 2009-2010 and Profit of the Company for that the year ended on 31st March, 2010;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

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.

LISTING OF SHARES

Your Companys shares have been 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 2010-2011 was duly paid to BSE.

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.

Form A of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable as our industry is not included in the Schedule to the said Rules.

TECHNOLOGY ABSORPTION:

Your Company continues to utilize the R & D facilities available with it. The Company has not imported any technology during the year under review.

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, 2010.

PARTICULARS OF EMPLOYEES:

As required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the Company has no employees who were in receipt of the remuneration of Rs.24,00,000/- or more per annum during the year ended 31st March, 2010 or Rs.2,00,000/ - or more per month during any part of the said year.

APPRECIATION

Your Directors wish to place on record their grateful thanks to the Banks and various Government Authorities for their valuable assistance and co-operation and for the trust and confidence reposed in the Company by the shareholders of the Company.



For and on behalf of the Board

For Priya Limited

Aditya Bhuwania R.K. Saraswat

Executive Director Director

Place Mumbai

Dated : 27th May, 2010.