Worth Peripherals Ltd Directors Report.

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 31st March, 2019. The consolidated performance of the Company and its Joint Venture has been referred to wherever required.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

a. Results of our Operations and State of Affairs

Amount in Rs.

Particulars

Standalone

Consolidated

For the year ended March 31,

For the year ended March 31,

2019 2018 2019 2018
Revenue from operations 1,51,92,72,751 1,45,57,23,170 1,68,21,35,524 1,57,50,60,450
Less- Cost of Sales 1,04,13,02,526 9,9,31,92,800 1,15,95,15,408 1,07,61,48,448
Gross profit 47,79,70,225 46,25,30,370 52,26,20,116 49,89,12,002
Less- Operating Expenses
Selling and marketing expenses 10,15,23,547 10,42,50,008 10,71,68,169 10,72,19,471
General and administration expenses 23,05,63,736 21,02,88,893 25,01,69,546 23,14,19,914
Operating Profit 14,58,82,942 14,79,91,469 16,52,82,401 16,02,72,617
Add- Other income(net) 2,13,23,831 3,37,35,446 75,79,819 3,16,23,028
Profit before Exceptional Item & Tax 16,72,06,773 18,17,26,915 17,28,62,220 19,18,95,645
Add: Exceptional Item 66,69,131 0 0 0
Profit before tax 17,38,75,904 18,17,26,915 17,28,62,220 19,18,95,645
Less- Tax expense 3,65,31,336 11,43,22,400 4,21,86,783 11,78,73,589
Profit after tax 13,73,44,568 6,74,04,515 13,06,75,437 7,40,22,056
Earning per share (EPS)
Equity shares are at par value of Rs. 10 per share
Basic 8.72 4.92 8.30 5.4
Diluted 8.72 4.92 8.30 5.4

b. Revenues - Standalone and Consolidated

Our revenue from operations on a standalone basis increased by 4.37%, from Rs. 1,45,57,23,170 to Rs. 1,51,92,72,751 and on a consolidated basis increased by 6.79%, from Rs. 1,57,50,60,450 to Rs. 1,68,21,35,524 in fiscal 2019.

c. Profits - Standalone and Consolidated

Our gross profit on a standalone basis amounted to Rs. 47,79,70,225 as against Rs. 46,25,30,370 in the previous year. The operating profit amounted to Rs. 14,58,82,942 as against Rs. 14,79,91,469 in the previous year. The profit before tax was Rs. 17,38,75,904 as against Rs. 18,17,26,915 in the previous year. Net profit is Rs. 13,73,44,568 as against Rs. 6,74,04,515 in the previous year.

Our gross profit on a consolidated basis amounted to Rs. 52,26,20,116 as against Rs. 49,89,12,002 in the previous year. The operating profit amounted to Rs. 16,52,82,401 as against Rs. 16,02,72,617 in the previous year. The profit before tax was Rs. 17,28,62,220 as against Rs. 19,18,95,645 in the previous year. Net profit is Rs. 13,06,75,437 as against Rs. 7,40,22,056 in the previous year.

d. Capital expenditure on tangible assets - Standalone and Consolidated

During the year, on standalone and consolidated basis the Company incurred Capital expenditure details are mentioned here:

Amount in Rs.

Particular Amount in Standalone Basis Amount in Consolidated Basis
Infrastructure 1,48,14,272 1,85,13,667
Computer 3,03,399 3,56,215
Office Equipment 6,38,485 7,25,526
Furniture & Fixture 4,85,402 5,53,631
Total 1,62,41,558 2,01,49,039

e. Basic Eps

During the year, Details of Earning per share on standalone and consolidated basis are hereunder

Particular Standalone Basis Consolidated Basis
Current Year 8.72 8.30
Previous Year 4.92 5.40

Each equity share ofRs. 10.00 fully paid up.

2. Change in nature of business

There was no change in nature of Business of the Company during the year under review.

3. Change in Capital Structure of the Company

There is no change in the capital structure of the Company during the Financial year ended 31st March, 2019.

4. Dividend

During the Year, the Board of Directors declared and Distributed Interim Dividend of Rs. 0.6/- (6% per share) on the 1,57,51,000 Equity Shares of Rs. 10/- each. Further the Board of Directors are pleased to recommend the Final Dividend of Rs. 0.9/- (9% per share) on the 1,57,51,000 equity share of the Company for the Financial Year 31st March, 2019. The dividend payout is subject to approval of member at the ensuing 23rd Annual General Meeting.

5. Transfer to Reserve

During the year under review, Rs. 1,30,00,000/- (Rs. One Crore Thirty Lacs) was allocated for transfer to reserve. Previous year the company has not transferred any amount to General Reserve from Profit and Loss Account.

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. The manufacturing facility is divided into 2 units, manufacturing of corrugated sheets and boxes is done at Unit II and Unit I is engaged in conversion of corrugated sheets into corrugated boxes. 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.

Business operation commenced in Unit - 1 in the year 2005. Subsequently, as part of our expansion plans, business operations were commenced in the year 2012 in Unit II. Our manufacturing facilities are well equipped with state of the art facilities including machinery, conveyor or other handling equipments to facilitate smooth manufacturing process. We endeavour 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.

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 organisations 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

Apart from the existing state of the art infrastructure, Our Company has recently invested in an upgradation of our board manufacturing machine. And a 6 Colour [Printing and Converting machine] from Europe for its Unit II situated at 157-D, Phase 3, Industrial Area, Pithampur, District Dhar (M.P.) which will boost the capability towards more value added boxes. We continue to focus on further strengthening our operational and fiscal controls.

(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 2018-19 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. Related Party Transactions and its particulars

All Related Party Transactions that were entered into during the Financial Year 2018-19 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-1" to the Board’s report.

10. 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 is set out in this Annual Report.

11. Board Policies and Conducts

a. Policy on Directors ‘Appointment and Remuneration

The policy of the Company on directors’ 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 Section 178 of the Companies Act, 2013, have been regulated by the nomination and remuneration committee and the policy framed by the company is annexed with the Board Report as "Annexure-2" and available on our website, at https://worthindia.com/home/investors/6.

There has been no change in the policy since last fiscal. 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 Section 134 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 are annexed to the Board Report as "Annexure-3" and are also posted 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-4" 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 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.

12. Subsidiaries Associates and Joint Ventures

During the year under review the company does not have any subsidiary or associate company except one joint venture. The company has invested as capital contributions in M/s Yash Packers, Mumbai (Joint Venture ) and has profit sharing and capital ratio of 40%, 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. 1,05,22,869 (previous year Rs.66,17,539 ). The consolidated statement of account for the financial year ended 31.03.2019 in form of AOC-1 has been attached with the financial statement.

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-5".

Additionally, the following details form part of Annexure - 5 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 ofthe year.

• The company did not allot any sweat equity shares & does not have employees ‘stock option scheme.

14. Corporate Governance

"Corporate Governance Practices are Reflection of Value Systems And Which Invariably Includes our Culture, Policies and Relationship With our Shareholders".

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. At Worth, our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavour to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on SME Emerge Platform of National Stock exchange Limited (NSE), by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

15. Board Diversity

The Company recognizes and embraces the importance of a diverse board in overall 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, 2019, 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) were also evaluated by the Independent Directors at the separate meeting held between the Independent Directors of the Company.

17. Number of Meetings of the Board

a. Meetings of the Board

The Board met 6 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 hereunder 29.05.2018, 23.07.2018, 12.11.2018, 20.11.2018, 22.02.2019 and 30.03.2019.

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 30th March, 2019 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 its ‘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, Mr . Jayvir Chadha (DIN: 02397468), Whole-Time Director of the Company, who is liable to retires by rotation at the ensuing AGM and, being eligible offer himself for reappointment. The Board recommends his reappointment.

b. Resignation and Appointment of Company Secretary

During the Year, Ms. Neetu Dubey having M.No. 44958, Company Secretary of the Company has been resigned from the Company due to personal reasons w.e.f. 22nd February, 2019 and on her place, Ms. Ayushi Taunk having M. No. ACS 54236 has been appointed as a Company Secretary of the Company w.e.f 22nd February, 2019.

The Directors and Key Managerial Personnel (KMP) of the Company are 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 00405962
3. Mr. Jayvir Chadha Whole-time Director 02397468
4. Mr. Dilip Burad Independent Director 07713155
5. Mr. Dilip Kumar Modak Independent Director 07750172
6. Mrs. Palak Malviya Independent Director 07795827
7. Mr. Mahesh Chandra Maheshwari Chief Financial Officer AGJPM2199M
8. Ms. Ayushi Taunk Company Secretary AVSPT0358F

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 31,2019, 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 May 15, 2017 constituted an Audit Committee in compliance with the provision of Section 177 ofCompanies Act, 2013.

Sr. No. Name Designation No. of meetings Attended
1. Mr. Dilip Burad Chairman 6
2. Mr. Dilip Kumar Modak Member 6
3. Mr. Raminder Singh Chadha Member 6
4. Mrs. Palak Malviya Member 5

During the year under review, 6 (Six) meetings of the Audit Committee were held on 29.05.2018, 23.07.2018, 12.11.2018, 20.11.2018, 22.02.2019 and 30.03.2019.

B. Composition of Nomination and Remuneration Committee

The Board of Directors in its meeting held on May 15, 2017 constituted a Nomination and Remuneration Committee in compliance with the provision of Section 178 ofCompanies Act, 2013.

Sr. No. Name Designation No. of meetings Attended
1. Mr. Dilip Burad Chairman 1
2. Mr. Dilip Kumar Modak Member 1
3. Mrs. Palak Malviya Member 1

During the year under review, 1 (One) meetings of Nomination and Remuneration Committee were held on 22.02.2019.

C. Composition of Stakeholders Relationship Committee

The Board of Directors in its meetings held on May 15, 2017 constituted a Stakeholder Relationship Committee in compliance with the provision of Section 178 ofCompanies Act, 2013

Sr. No. Name Designation No. of meetings Attended
1. Mr. Dilip Burad Chairman 4
2. Mr. Dilip Kumar Modak Member 4
3. Mrs. Palak Malviya Member 4

During the year under review, 4 (Four) meetings of Stakeholder Relationship Committee were held on 09.04.2018, 13.07.2018, 08.10.2018 and 10.01.2019.

D. Composition of Corporate Social Responsibility Committee

The Board of Directors in its meeting held on May 15, 2017 reconstituted a Corporate Social Responsibility Committee in compliance with the provision of Section 135 of Companies Act, 2013.

Sr. No. Name Designation No. of meetings Attended
1. Mr. Raminder Singh Chadha Chairman 2
2. Mr. Jayvir Chadha Member 2
3. Mr. Dilip Burad Member 2

During the year under review, 2 (Two) meetings of Corporate Social Responsibility Committee were held on 20.04.2018, 30.03.2019.

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 ofbusiness success.

During the Year, M/s V. Khandelwal & Co. Internal Auditor of the Company has resigned from the Company and Ms. Rupali Jain, Chartered Accountant (MN: 427885) has appointed as its Internal Auditor for the financial year 2018-19. 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 orders 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, an extract of the annual return in the prescribed format i.e. MGT-9 is enclosed herewith as "Annexure-6".

The Extract 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 section 125(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 Directors’ Responsibility Statement, The Board hereby confirms that:

• In preparation of the annual accounts for the financial year ended 31st March, 2019, 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 fiscal 2019 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors’ Report is enclosed as "Annexure-7" to the Board’s report.

b. Auditors

i. Statutory auditors

As per the provision of the Act, the period of office of M/s Maheshwari & Gupta, Chartered Accountants, Indore Statutory Auditors of the Company, expires at the ensuing Annual General Meeting of the Company. The Board has recommended the appointment of M/s Khandelwal & Jhaver, Chartered Accountants, Indore as the Statutory Auditor of the Company in their place, for a term of Five Consecutive Years, from the conclusion of the 23rd Annual General Meeting of the Company scheduled to be held in the year 2019 till the conclusion of the 28th Annual General Meeting, for approval of Shareholder of the Company, based on the recommendation of the Audit Committee.

ii. Secretarial auditor

As required under Section 204 of the Companies Act, 2013 and Rules there under, the Board has appointed M/s Shilpesh Dalal & Co., Practicing Company Secretaries, Indore to conduct a secretarial audit ofthe Company for Fiscal 2020.

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 financial year 2018-2019.

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 has 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-8" to the Board’s report.

33. Green Initiatives

Electronic copies of the Annual Report 2018-19 and the Notice of the 23rd Annual General Meeting are sent to all members whose email addresses are registered with the Company / depository participant(s). For members who have not registered their email addresses, physical copies are sent in the permitted mode.

34. Acknowledgments

Your Directors take this opportunity to place on record their appreciation and sincere gratitude 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 shareholders of the company for their valuable support and the board is looking forward to their continued cooperation 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 on behalf of the Board of Directors of
Worth Peripherals Limited
Sd/-
Chairman & Managing Director
Place: Indore Raminder Singh Chadha
Date : 16th July, 2019 DIN:00405932