worth peripheral Directors report

<dhhead>BOARD’S REPORT</dhhead>

Dear Members,

The Board of Directors hereby submits the report of the business and operations of Worth Peripherals Limited (the Company’ or “WORTH’), along with the Audited Financial Statements for the Financial Year ended 31^st March, 2023. The consolidated performance of the Company and its Subsidiaries & Joint Venture has been referred to wherever required.

1. FINANCIAL PERFORMANCE OF THECOMPANY: a. Results of our Operations and State of Affairs

	Standalone		Consolidated
Particulars	For the year ended March 31,		For the year ended March 31,
	2023	2022	2023	2022
Revenue from operations	21,271.82	22,170.46	29,749.17	29,276.56
Less- Cost of Sales	15,578.57	16,490.03	22,109.48	22,012.99
Gross profit	5,693.25	5,680.43	7,639.69	7,263.57
Less- Operating Expenses
Selling and marketing expenses	1,104.91	1,137.34	1,329.22	1,329.57
General and administration expenses	2,770.53	2,934.37	3,631.65	3,740.00
Operating Profit	1,817.81	1,608.72	2,678.82	2,194.00
Add- Loss on sale of Fixed Asset(net)	(11.43)	0.95	(11.43)	0.95
Add- Other income(net)	525.65	920.96	206.95	680.32
Profit before Exceptional Item & Tax	2,332.02	2,530.62	2,874.34	2,875.27
Add- Exceptional Item	0	0	0	0
Profit before tax	2,332.02	2,530.62	2,874.34	2,875.27
Less- Tax expense	528.11	614.71	808.23	794.64
Profit after tax for the year attributable to Owner of the Company	1,803.92	1,915.91	2,066.10	2,080.63
Less- Non controlling interest	0	0	259.68	166.37
Profit after tax for the year attributable to Owner of the Company	1,803.92	1,915.91	1,806.54	1,914.25
Paid-up Equity Share Capital	1,575.10	1,575.10	1,575.10	1,575.10
Equity shares are at par value of Rs. 10 per share	10.00	10.00	10.00	10.00
Earnings per share (EPS) Basic & Diluted (in Rs.)	11.45	12.16	11.47	12.15

 Revenues Standalone and Consolidated

Our revenue from operations on a standalone basis decreased by 4.05% from Rs. 22,170.46 Lakh to Rs. 21,271.82 Lakh and on a consolidated basis increased by 1.61% from Rs. 29,276.56 Lakh to 29,749.17 in Financial Year 2022-23.

 Profits Standalone and Consolidated

Our gross profit on a standalone basis amounted to Rs. 5,693.25 Lakh as against Rs. 5,680.43 Lakh in the Previous Year. The operating profit amounted to Rs. 1,817.81 Lakh as against Rs. 1,608.72 Lakh in the Previous Year. The profit before tax was Rs. 2,332.02 Lakh as against Rs. 2,530.62 Lakh in the Previous Year. Net profit after tax is Rs. 1,803.92 Lakh as against Rs. 1,915.91 Lakh in the Previous Year.

Our gross profit on a consolidated basis amounted to Rs. 7,639.69 Lakh as against Rs. 7,263.57 Lakh in the Previous Year. The operating profit amounted to Rs. 2,678.82 Lakh as against Rs. 2,194.00 Lakh in the Previous Year. The profit before tax was Rs. 2,874.34 Lakh as against Rs. 2,875.27 Lakh in the Previous Year. Net profit after tax is Rs. 1,806.42 Lakh against Rs. 1,914.25 Lakh in the Previous Year.

b. Basic EPS

During the year, details of Earnings per share on standalone and consolidated basis are here under

Particular	Standalone Basis	Consolidated Basis
Current Year	11.45	11.47
Previous Year	12.16	12.15

Each Equity Share of Rs. 10.00 fully paid up.

2. Change in nature of business

There was no change in nature of Business of the Company during the Financial Year ended 31^st March, 2023.

3. Change in Capital Structure of the Company

There is no change in the capital structure of the Company during the Financial Year ended 31^st March, 2023.

4. Dividend

During the Year, the Board of Directors are pleased to recommend the Final Dividend of Rs. 1/- (10% per share) on the 1,57,51,000 Equity Shares of Rs. 10/- each for the Financial Year 31^st March, 2023. The dividend payout is subject to approval of member at the ensuing 27^th Annual General Meeting.

5. Transfer to Reserve

During the year under review, no amount allocated for transfer to reserve.

6. Business Description

a. Performance and Prospects

Worth Peripherals Limited is engaged in manufacturing and selling of corrugated boxes. Our Registered office is situated at Indore and our manufacturing facility is situated at Pithampur, Madhya Pradesh. Our manufacturing facilities are well equipped with state of the art facilities including machinery, conveyor or other handling equipments to facilitate smooth manufacturing process. The Joint Venture of the Company, M/S Yash Packers is also engaged in manufacturing and selling of corrugated boxes. Its manufacturing unit is situated at Valsad, Gujarat.

We endeavor to maintain safety in our premises by adhering to key safety norms. We ensure timely delivery of our products and have a fleet of trucks to ensure easy logistics and timely delivery.

Timely delivery and efficient supply chain management of our Company is also witnessed from the awards conferred to our Company.

b. Sustainability

We are environmentally conscious and our products have been certified as meeting relevant FSC Standards. With increasing awareness of being environmental friendly and many organizations supporting the Go green campaign, it increases the demand of FSC certified products. Our Company is well equipped with in-house testing laboratory to test the products. Our finished products have to undergo a strict quality check to ensure that they are of relevant quality as per the standards set. Our in house testing laboratory regulates and monitors the quality, strength, stiffness, amongst other parameters, of the boxes to ensure that the same can safely carry products for their end use.

c. Strategy

(1) Enhancing our customer base

Our present customer base comprises of Indian Companies and MNCs who are mainly operating in the FMCG sector. We intend to grow in the business continuously by adding new customers. With growth in the retail, pharmaceuticals, breweries, textile sectors and agriculture based products, we aim to tap these markets for further marketing and supply.

(2) Modernisation and upgradation of our technology

We are always in the lookout for upgrading our technology as per the global standards.

(3) Improving functional efficiencies

Our Company intends to improve efficiencies to achieve cost reductions and have a competitive edge over our peers.We believe that this can be achieved through continuous process improvement, customer service and adoption of latest technology.

(4) Quality Products

Our Company invests in high quality machineries and equipment to ensure efficient production and quality products. The scale of operations shall enable our Company to produce quality products. Our Company believes that the investment in technology shall allow it to provide quality products to its customers and differentiate it from other competitors.

7. Material changes and commitments affecting financial position between the end of the Financial Year and date of the report

There has not been any significant and material change and commitments affecting financial position of the Company since closing of Financial Year and up to the date of this Board’s Report.

8. Public Deposits

During the Financial Year 2022-23 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014. As such, no specific details prescribed in Rule (8) (1) of the Companies (Accounts) Rules, 2014 (as amended) are acquired to be given or provided.

9. Subsidiaries Associates and Joint Ventures

The Company have 2(Two) Subsidiary Companies i.e. Worth Wellness Private Limited & Worth India Pack Private Limited. Worth Wellness Private Limited is incorporated on 15.10.2020 with the object to manufacturing of Diapers of Different Sizes. Worth India Pack Private Limited is incorporated on 25.03.2021 with the object to Manufacturing & Supply of Corrugated Boxes.

The Company has invested as capital contributions in M/s Yash Packers, Mumbai (Joint Venture) and has profit sharing and capital ratio of 50%, Therefore net profit of the firm distributed to its partners, out of which share of the Company as its partner for the Financial Year was Rs. 2,59,25,737/- (previous year Rs. 1,67,49,532/-). The consolidated statement of account for the Financial Year ended 31.03.2023 in form of AOC-1 has forms part of Board Report as Annexure-1.

10. Related Party Transactions and its particulars

All Related Party Transactions that were entered into during the Financial Year 2022-23 were on 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 were approved by the Audit Committee on omnibus basis or otherwise and the Board. The transactions entered into by the Company are audited. The Company has developed a Related Party Transactions Policy, Standard Operating Procedures for the purpose of identification and monitoring of such transactions.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as “Annexure-2” to the Board’s report.

11. Management’s Discussion and Analysis

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Management’s Discussion and Analysis Report is set out in this Annual Report.

12. Board Policies and Conducts

a. Policy on Directors Appointment and Remuneration

The policy of the Company on Director’s appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section(3) of Section178 of the Companies Act, 2013, have been regulated by the nomination and remuneration committee and the policy framed by the Company is available on our website, at https:/ /worthindia.com/home/investors/6.

There has been no change in the policy since last Financial Year. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company with the Nomination and Remuneration Committee of the Company.

b. Risk Management

In terms of the provisions of Section134 of the Companies Act, 2013, the Company has taken due care of the assets of the Company, and ensured it as per the policy. The Risk management policy is available on the website of the Company at https://worthindia.com/home/ investors/6.

c. Vigil Mechanism/Whistle Blower Policy

The Company has a vigil mechanism named Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy is also available on the website of the Company at https://worthindia.com/home/investors/6.

d. Corporate Social Responsibility (CSR)

The CSR Policy is available on the website of the Company at https://worthindia.com/home/investors/6. The composition of the CSR Committee and the Annual Report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in“Annexure-3” to this Report. e. Other Board Policies and Conducts: Following policies have been approved and adopted by the Board, the details of which are available on the website of the Company https://worthindia.com/home/investors/6 and for convenience given herein below:

Sr. No Name of Policy	Web Link
1. Related Party Transactions Policy	https://worthindia.com/home/investors/6
2. Preservation of Documents Policy	https://worthindia.com/home/investors/6
3. Policy on Determination of Materiality of Events	https://worthindia.com/home/investors/6
4. Archival Policy	https://worthindia.com/home/investors/6
5. Code of Conduct for Insiders	text-align:right;mso-pagination:none>https://worthindia.com/home/investors/6
6. Code of Conduct for Board of Directors, KMPs and Senior Management	https://worthindia.com/home/investors/6
7. Code of Conduct for Independent Directors	https://worthindia.com/home/investors/6

f. Prevention of Insider Trading:

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 & Amendment thereof, the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires Trading Plan, pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the Designated Employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

13. Particulars of Employees

The ratio of the remuneration of each Whole-Time Director and Key Managerial Personnel (KMP) to the median of employees remuneration as per Section 197 (12) of the Companies Act, 2013, read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board’s report as “Annexure-4”.

Additionally, the following details form part of Annexure 4 to the Board’s Report:

• Remuneration to Whole Time Directors
• Remuneration to Non-Executive/Independent Directors
• Percentage increase in the median remuneration of employees in the Financial Year
• Number of permanent employees on the roll of Company
• There has not been any employee drawing remuneration exceeding 1.02 crores during the year, employed for the full year or Rs. 8.50 lakhs p.m. employed for part of the year.
• The Company did not allot any sweat equity shares & does not have employees ‘stock option scheme.

14. Corporate Governance

Your Company is committed towards maintaining high standards of Governance. The Report on Corporate Governance stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a Certificate from Practicing Company Secretary confirming compliance to the corporate governance requirements by the Company is attached to this Report.

15. Board Diversity

The Company recognizes and embraces the importance of a diverse board in over all success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender that will help us retain our competitive advantage.

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2023, the Board had 6 (Six) members, one of whom is the Chairman, Executive and Managing Director, two Executive and Whole-time Directors and three are Non-Executive Independent Directors. One Whole-Time Director and one Non-Executive Independent Director on the Board are women.

16. Board Evaluation

Pursuant to provision of Companies Act, 2013 and Rules made there under, SEBI Listing Regulations and Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on January 05, 2017, The Board of Directors has carried out an annual evaluation of its own performance, performance of Individual Directors, board committee including the Chairman of the Board on the basis of composition and structure, attendance, contribution, effectiveness of process, information, functions and various criteria as recommended by Nomination and Remuneration Committee. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the Non-Independent Directors (including the Chairman) was also evaluated by the Independent Directors at the separate meeting held between the Independent Directors of the Company.

The meeting of Independent Director was held on 21.03.2023

17. Number of Meetings of the Board a. Meetings of the Board

The Board met 5(Five) times during the Financial Year. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. The dates of board meeting are given here under 13.04.2022, 28.05.2022, 09.08.2022, 10.11.2022 and 08.02.2023. b. Separate Meeting of Independent Directors: As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on 20.03.2023 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and it’s Committees which is necessary to effectively and reasonably perform and discharge their duties.

18. Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

19. Directors and Key Managerial Personnel

a. Retirement by Rotation

As per the provisions of the Companies Act, 2013 and article 145 (b) of Article of Association of the Company, Mrs. Amarveer Kaur Chadha (DIN : 00405962) Whole-time Director of the Company, who is liable to retires as the ensuing AGM and, being eligible offer herself for reappointment. The Board recommends his reappointment.

b. Re-Appointment

Reappointment of Mr. Raminder Singh Chadha as the Managing Director of the Company in the meeting held on 29^th May, 2023 subject to approval of shareholders in the Annual General Meeting for a period of 3 (Three Years) Commencing from 01^st June, 2023. Reappointment of Mrs. Amarveer Kaur Chadha (DIN: 00405962) as the Whole-Time Director in the Meeting Held on 29^th May, 2023 subject to approval of shareholders in the Annual General Meeting for a period of 3 (Three Years) Commencing from 01^st June, 2023. Reappointment of Mr. Jayvir Chadha (DIN: 002397468) as the Whole-Time Director in the Meeting Held on 29^th May, 2023 subject to approval of shareholders in the Annual General Meeting for a period of 3 (Three Years) Commencing from 01^st June, 2023.

The Directors and Key Managerial Personnel (KMP) of the Company is summarized below:

Sr. No. Name	Designation	DIN/PAN
1. Mr. Raminder Singh Chadha	Chairman and Managing Director	00405932
2. Mrs. Amarveer Kaur Chadha	Whole-time Director	0
3. Mr. Jayvir Chadha	Whole-time Director	02397468
4. Mr. Alok Jain	Independent Director	0
5. Mr. Dilip Kumar Modak	Independent Director	07750172
6. Mrs. Palak Malviya	Independent Director	0
7. Mr. Mahesh Chandra Maheshwari*	Chief Financial Officer	AGJPM2199M
8. Mr. Dhirendra Kumar Mehta	Chief Financial Officer	ABUPM8155B
9. Ms. Ayushi Taunk	Company Secretary	AVSPT0358F

* Mr. Mahesh Chandra Maheshwari was resigned from the post of Chief Financial Officer of the Company w.e.f 13.04.2022.and in his place Mr. Dhirendra Kumar Mehta was appointed as a Chief Financial Officer w.e.f. 13.04.2022.

c. Disclosures by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act.

20. Committees of the Board

As on March 31, 2023, the Board had four committees: the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, the Stakeholders Relationship Committee. All committees consist of optimum number of Independent Directors as required under the Companies Act 2013 and the SEBI (LODR) Regulations, 2015.

A. Composition of Audit Committee

The Board of Directors in its meeting held on August 13, 2021 reconstituted an Audit Committee in compliance with the provision of Section 177 of Companies Act, 2013.

Sr. No. Name	Designation/Nature of Directorship	No. of meetings Attended
1. Mr. Alok Jain	Chairman, Independent Director	4
2. Mr. Dilip Kumar Modak	Member, Independent Director	3
3. Mr. Raminder Singh Chadha	Member, Chairman & Managing Director	4
4. Mrs. Palak Malviya	Member, Independent Director	4

During the year under review, 4 (Four) meetings of the Audit Committee were held on 28.05.2022, 09.08.2022, 10.11.2022 and 08.02.2023.

B. Composition of Nomination and Remuneration Committee

The Board of Directors in its meeting held on August 13, 2021 reconstituted a Nomination and Remuneration Committee in compliance with the provision of Section 178 of Companies Act, 2013.

Sr. No. Name	Designation/Nature of Directorship	No. of meetings Attended
1. Mr. Alok Jain	Chairman, Independent Director	1
2. Mr. Dilip Kumar Modak	Member, Independent Director	1
3. Mrs. Palak Malviya	Member, Independent Director	1

During the year under review,1 (One) meetings of the Nomination and Remuneration Committee was held 13.04.2022.

C. Composition of Stakeholders Relationship Committee

The Board of Directors in its meetings held on August 13, 2021 reconstituted a Stakeholder Relationship Committee in compliance with the provision of Section 178 of Companies Act, 2013.

Sr. No. Name	Designation/Nature of Directorship	No. of meetings Attended
1. Mr. Alok Jain	Chairman, Independent Director	4
2. Mr. Dilip Kumar Modak	Member, Independent Director	3
3. Mrs. Palak Malviya	Member, Independent Director	4

During the year under review, 4 (Four) meetings of Stakeholder Relationship Committee were held on 13.04.2022, 09.08.2022, 10.11.2022 and 08.02.2023.

D. Composition of Corporate Social Responsibility Committee

The Board of Directors in its meeting held on August 13, 2021 reconstituted a Corporate Social Responsibility Committee in compliance with the provision of Section 135 of Companies Act, 2013.

Sr. No. Name	Designation/Nature of Directorship	No. of meetings Attended
1. Mr. Raminder Singh Chadha	Chairman & Managing Director	2
2. Mr. Jayvir Chadha	Member & Whole-time Director	2
3. Mr. Alok Jain	Member & Independent Director	2

During the year under review, 2 (Two) meetings of Corporate Social Responsibility Committee were held on 28.05.2022 and 20.03.2023.

21. Risk Management and Internal Financial control and its adequacy

Company has an effective risk management framework for identifying, prioritizing and mitigating risks which may impact attainment of short and long term business goals of your Company. The risk management framework is aligned with strategic planning, deployment and capital project evaluation process of the Company. The process aims to analyze internal and external environment and manage economic, financial, market, operational, compliance and sustainability risks and capitalizes opportunities of business success.

During the Year, Mr. Shubham Tirole, Chartered Accountant (MN: 468251) has appointed as Internal Auditor of the Company for the Financial year 2022-23. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

22 . Significant and Material Orders

There are no significant and material order passed by the regulators or courts or tribunals which impact the going concern status and the Company’s operations in future.

23. Reporting of frauds by Auditors

During the year, under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report.

24. Annual Return

In accordance with Section 92 of the Companies Act, 2013 and read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return are displayed on the Website of the Company www.worthindia.com.

25. Secretarial Standards

The Company complies with all applicable secretarial standards.

26. Investor Education and Protection Fund (IEPF)

During the year under review, the provision of section125(2) of Companies Act, 2013 does not apply as the Company was not required to transfer any amount to the Investor Education Protection Fund (IEPF) established by Central Government of India.

27. Directors’ Responsibility Statement

Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Director’s Responsibility Statement, The Board here by confirms that :

• In preparation of the Annual Accounts for the Financial Year ended 31^st March, 2023, the applicable accounting standards have been followed and there are no material departures.
• The Directors had 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 and loss of the Company for that period.
• The Directors had taken proper and sufficient care towards 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.
• The Directors had prepared the annual accounts on a going concern basis.
• The Directors had laid down internal financial controls, which are adequate and are operating effectively.
• The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

28. Particulars of Loans, Guarantees or Investments under section 186 :

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

29. Audit Reports and Auditors

a. Audit reports

• The observations made in the Auditor’s Report read together with relevant notes thereon are self explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

?        The Secretarial Auditors Report for Financial Year 2022-23 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors’ Report is enclosed as “Annexure-5” to the Board’s report.

b. Auditors

i. Statutory auditors

At the 23^rd Annual General Meeting held on August 14, 2019 the Members approved appointment of M/s. Khandelwal & Jhaver, Chartered Accountants (Firm Registration No. 003923C) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that Annual General Meeting till the conclusion of the 28^th Annual General Meeting.

ii. Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 and Rules there under, the Board has re-appointed M/s Shilpesh Dalal & Co., Practicing Company Secretaries, Indore to conduct a Secretarial Audit of the Company for Financial Year 2022-23.

30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,

Your Company has zero tolerance towards sexual harassment at workplace. It has a well- defined policy in compliance with the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. An Internal Committee is in place to redress complaints received regarding sexual harassment. All employees are covered under policy. The Company has not received any complaint of sexual harassment during 2022-23.

31. Cost Records

The provisions of section 148 (1) of the companies act, 2013 and other applicable rules and provisions is not applicable on the Company. Therefore, no cost records have been maintained by the Company.

32. Conservation of Energy, Research and development, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars, as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as “Annexure-6” to the Board’s report.

33 . Acknowledgments

 Your Directors take this opportunity to place on record their appreciation and since regratitude to the Central Government of India, State Government of Madhya Pradesh, the Bankers to the Company, business associates, technical professionals within and outside the Company and after all share holders of the Company for their valuable support and the board is looking forward to their continued co- operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day management.

For and behalf of the Board of Directors

of Worth Peripherals Limited

sd/-

Chairman & Managing Director

Raminder Singh Chadha

DIN:00405932

Place: Indore

Date: 07h August, 2023