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 31 March, 2018. The consolidated performance of theCompany 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,

2018 2017 2018 2017
Revenue from operations 1455723170 1292547249 1575060450 1375724875
Less- Cost of Sales 993192800 869589695 1076148448 930678167
Gross profit 462530370 422957554 498912002 445046708
Less- Operating Expenses
Selling and marketing expenses 104250008 119813073 107219471 122787186
General and administration expenses 210288893 214566766 231419914 230632093
Operating Profit 147991469 88577715 160272617 91627429
Less- Loss on sale of assets 0 2958680 0 2958680
Add- Other income(net) 33735446 61851162 31623028 62347860
Profit before tax 181726915 147470197 191895645 151016609
Less- Tax expense 114322400 44007759 117873589 44007759
Profit after tax 67404515 103462438 74022056 107008850
Earning per share (EPS)
Equity shares are at par value of Rs. 10 per share
Basic 4.92 9.00 5.4 9.31
Diluted 4.92 9.00 5.4 9.31

b. Revenues Standalone and Consolidated

Our revenue from operations on a standalone basis increased by 12.62%, from Rs. 1,29,25,47,249 to Rs.1,45,57,23,170 and on a consolidated basis increased by 14.49%, from Rs. 1,37,57,24,875 to Rs. 1,57,50,60,450 in fiscal 2018.

c. Profits Standalone and Consolidated

Our gross profit on a standalone basis amounted to Rs. 46,25,30,370 as against Rs. 42,29,57,554 in the previous year. The operating profit amounted to Rs. 14,79,91,469 as against Rs. 8,85,77,715 in the previous year. The profit before tax was Rs. 18,17,26,917 as against Rs. 14,74,70,197 in the previous year. Net profit was Rs. 6,74,04,517 as against Rs. 10,34,62,438 in the previous year.

Our gross profit on a consolidated basis amounted to Rs. 49,89,12,002 as against Rs. 44,50,46,708 in the previous year. The operating profit amounted to Rs. 16,02,72,617 as against Rs. 9,16,27,429 in the previous year. The profit before tax was Rs. 19,18,95,645 as against Rs. 15,10,16,609 in the previous year. Net profit was Rs. 7,40,22,056 as against Rs. 10,70,08,850 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 Standalone Basis Consolidated Basis
Infrastructure 4,36,93,660 5,44,30,670
Computer 5,28,680 5,86,852
Vehicles 1,59,35,023 1,68,46,387
Total 6,01,57,363 7,18,63,909

e. Basic Eps

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

Particular Standalone Basis Consolidated Basis
Current Year 4.92 5.40
Previous Year 9.00 9.31

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 year under review.

3. Dividend

Due to availability of investment opportunities within the company itself, your board decided not to recommend any dividend to the shareholders, for the financial year. They do not have any preference share or other security.

4. Transfer to Reserve

During the year under review, no amount was allocated for transfer to reserve. Previous year the company has transferred Rs. 50,00,000 (Rupees Fifty Lakh Only) to General Reserve from Profit and Loss Account.

5. 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.

Timely delivery and efficient supply chain management of our Company is also witnessed from the award conferred to our Company [for the previous year]:

Certificate of Excellence Parle Products Private Ltd.

Our Company is promoted by Mr. Raminder Singh Chadha, who is the guiding force behind all the strategic decisions of our company. His industry knowledge and understanding also gives us the key competitive advantage enabling us to expand our geographical and customer presence in existing as well as target markets, while exploring new growth avenues.

We adhere to Sedex Members Ethical Trade Audit (SMETA) best practice guidance guidelines which include adhering to labour standards, health and safety and environmental and safety ethics audit norms for SEDEX. Our Company actively works for the benefit of their employees and labours with prime focus being health, hygiene and welfare of the workforce and also undergoes audit conducted by its recognised customers to ensure that the safety and management norms are being complied with. Our Company also ensures that legal compliances and ethical business practices are being complied with, and the same is ensured by way of audit conducted by its customers and audit bodies every 2 years.

b. Sustainability

We are environmentally conscious and our products have been certified as meeting relevant FSC Standards by Rainforest Alliance. 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, pharma, breweries, textile sectors, opportunity for growth in packaging industries have increased and thus we aim to tap these markets for further marketing and supply.

(2) Modernisation and upgradation of our technology

Our Company has invested in latest technology and has a fully automated plant with automated machinery & systems throughout the manufacturing process. Our Company intends to meet and adapt to the latest technologies and install new plant and machinery at Unit II of our manufacturing facility for enhanced quality and precision in terms of manufacturing with increased efficiency. We intend to continue to invest in our in-house technology capabilities to develop customized systems and processes to ensure effective management control. 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 plans to invest 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.

6. 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 boards report.

7. Legal Framework

a. Conversion of the Company

During the year under review, the Company was converted from Private Company to Public Company and necessary fresh certificate to the effect of has been issued by Registrar of Companies, Gwalior, Madhya Pradesh dated April 27, 2017. Consequent to conversion of the company, the name of the company was changed from "Worth Peripherals Private Limited" to "Worth Peripherals Limited".

b. Share Capital

During the financial year 2017-18, following changes were made in the capital structure of the company:

The Authorised Capital of the Company is Rs. 18,00,00,000. There is no change in fiscal year 2018.

The Paid Up Share Capital of the Company increased from of Rs. 11,50,00,000 to 15,75,10,000 because of allotment of Equity Shares in Initial Public Offer.

The company has not made any provision of funds for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4)of Companies (Share Capital and Debenture) Rules 2014.

c. Public Issue of the Equity Shares and Listing on NSE SME Platform:

During the year under review the Company had issued the prospectus to the general public on 20 September, 2017 for making public issue of 42,51,000 Equity Shares of Rs. 10/- each at a premium of Rs. 33/- per share aggregating to Rs. 1827.93 Lakhs and the issue was successfully oversubscribed by 45 times and has made allotment of 42,51,000 equity shares on 23 September, 2017 and the companys entire post issue capital of Rs. 1575.10 Lakhs divided into 1,57,51,000 Equity Shares of Face Value of Rs.10/- each were listed at the NSE SME Platform on 27 September, 2017.

Your Directors place their sincere thanks to all the investors and the NSE, SEBI, Merchant Bankers and all the agencies for their guidance and support. The Companys equity shares are regularly being traded at the floor of the NSE SME Platform and as on 31 March, 2018 closing price was Rs. 96.90/- per equity share.

d. Statement for Utilization of Public Issue Proceeds for the year ended on 31 March, 2018 and declaration regarding no deviation(s)/variation(s) from the objects stated in Prospectus:

The Company has come out with the Initial Public Offer of 42,51,000 equity shares of Face Value of Rs. 10/- per share at an Issue Price of Rs. 43/- per share and generated funds of Rs.1827.93 Lakhs for the purposes and objects as mentioned in Prospectus dated 20 September, 2017. The Company submits the following statement towards the utilization of the issue proceeds as under:

(Rs. in Lakhs)
S.No. Category wise variation (Purpose for raising of funds through public issue) Amount raised in Public Issue for the object mentioned in prospectus Actual Utilization of Issue Proceeds till st 31 March 2018 Balance Amount to be Utilized as on st 31 March, 2018 Deviation(s)/ Variation(s), if any
1. Purchase of Plant and Machinery 475.00 103.19 371.81* NIL
2. Repayment/Prepayment of certain borrowings availed by our Company 300.00 300.00 NIL NIL
3. Funding the working capital requirements of the Company 610.42 400 210.42* NIL
4. General Corporate Purposes 292.51 246.43 46.08* NIL
5. Issue Expenses 150.00 150.00 NIL NIL
Total Amount 1827.93 1199.62 628.31

*The above Unutilized IPO proceeds from the Issue have been deployed in the Fixed Deposit with our Bank.

As per Regulation 32 of the SEBI (LODR) Regulations, 2015, we hereby confirm that majority of public issue proceeds amounting to Rs. 1199.62 Lakhs and balance amount of Rs. 628.31 Lakhs have been utilized in the subsequent Financial Years and there is no deviation/variation in actual utilization of public issue proceeds from the objects as stated in the Prospectus dated 20 September, 2017.

e. Listing on Stock Exchange

The Companys shares are listed on SME Emerge Platform of the National Stock Exchange of India Limited (NSE), The Company has received the trading approval for a total of 15751000 Equity Shares on SME, Emerge platform of NSE Limited with effect from September 27, 2017 having symbol "WORTH".

f. Other Disclosures and information That the Company:

i. Has not allotted any shares with differential voting rights during the year, hence there is nothing to disclose under provisions of section 43 of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

ii. Has not allotted any sweat equity shares during the year, in accordance with the provision of section 54(1)(d) of Companies Act, 2013 read with Rule8 (13) of the Companies (Share Capital and Debenture) Rules, 2014.

iii. Has not allotted stock option to any employee during the year, as per Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014.

iv. The company has not giving any loan pursuant to provisions of section 67 of the act to its employees for purchase of its own shares hence there is nothing to disclose under provisions of section 67(3) of the Act read with 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.

8. Public Deposits

The company has not accepted any deposits from the public and, as such, no amount of principal or interest was outstanding to pay as of the Balance Sheet date. The deposit or unsecured loans which were accepted or renewed during the financial year were exempted deposits under Rule (2)(1)( c)(viii) as per Company (Acceptance of Deposits) Rules 2017 as amended from time to time.

Details relating to deposits /unsecured loans which are required to be disclosed are under the Act are as follows:-

Accepted During the year (from persons under Rule 2(1) (c) (viii)) Rs. 79,14,343
Remain unpaid or unclaimed as at the end of the year NIL
Where there has been any default in repayment of deposits of payment of interest thereon during the year NIL
If so then no. of Cases and total amount involved
i. At the beginning of the year;
ii. Maximum during the year;
iii. At the end of the year.
Details of deposits which are not in compliance with the requirement of Chapter V of the Act NIL
The company has obtained unsecured loans from
1. Directors which were exempt under Rule 2(1) (c) (viii) of Companies
Acceptance of Deposit Rules. 2014
Opening balance Rs. 5,33,42,365
Accepted during the year Rs. 79,14,343
Repaid during the year Rs. 80,91,217
Closing Balance Rs. 5,31,65,491

9. Related Party Transactions and its particulars

All Related Party Transactions that were entered into during the Financial Year 2017-18 were on Arms Length Basis and were in the Ordinary Course of business. There are no materially significant Related Party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions 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 Boards report.

10. Managements 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 Managements 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/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 to 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/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/investors/6.

d. Corporate Social Responsibility (CSR)

The CSR Policy is available on the website of the Company at https://worthindia.com/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. Your directors want to disclose that the company did not spend any amount in the CSR activities during the financial year. The company is in the process to find out suitable areas in which the CSR activity and expenditure shall be best suited for the welfare of the society.

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/investors/6 and for convenience given herein below:

Sr. No Name of Policy Web Link
1. Related Party Transactions Policy https://worthindia.com/investors/6
2. Preservation of Documents Policy https://worthindia.com/investors/6
3. Policy on Determination of Materiality of Events https://worthindia.com/investors/6
4. Archival Policy https://worthindia.com/investors/6
5. Code of Conduct for Insiders https://worthindia.com/investors/6
6. Code of Conduct for Board of Directors, KMPs and Senior Management https://worthindia.com/investors/6
7. Code of Conduct for Independent Directors https://worthindia.com/investors/6

f. Prevention of Insider Trading

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 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 Companys 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

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. 66,17,539 (previous year Rs. 35,46,412). The consolidated statement of account for the financial year ended 31.03.2018 in form of AOC-1 has been attached with the financial statement.

13. Non applicability of the Indian Accounting Standards (IND-AS)

As per provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No.G.S.R.111(E) on 16 Feb., 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirement of adoption of IND-AS w.e.f. 1 April, 2017. As your Company is listed on SME Platform of NSE Limited, it is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with the period on or after 1 April 2017.

14. 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 Boards report as "Annexure-5".

Additionally, the following details form part of Annexure - 5 to the Boards 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 employed for part of the year.

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

15. Corporate Governance

"Corporate Governance Practices are Reflection of Value Systems

And Which Envariably 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.

16. 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, 2018, 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.

17. 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.

18. Number of Meetings of the Board

a. Meetings of the Board

The Board met 15 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 01.04.2017, 28.04.2017, 15.05.2017, 01.06.2017, 09.06.2017, 20.06.2017, 01.07.2017, 10.07.2017, 15.07.2017, 14.08.2017, 25.08.2017, 23.09.2017, 11.10.2017, 01.11.2017 and 20.02.2018.

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 30 March, 2018 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.

19. 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.

20. Directors and Key Managerial Personnel

a. Inductions

The following appointments were made during the year:

Shri Dilip Burad (DIN: 07713155), Shri Dilip Kumar Modak (DIN: 07750172) and Smt. Palak Malviya (DIN: 07795827) as non-executive independent directors on the Board appointed as additional directors i.e. 15 May, 2017, and their appointment was approved by the shareholders in their Twenty First Annual General Meeting held on the 15 July, 2017 appointed as non-executive independent directors. All the above three Independent Directors have been appointed to hold office for 5 (five) consecutive year from 15 May, 2017.

Shri Mahesh Chandra Maheshwari as the the Chief Financial Officer (CFO) effective from 01 June, 2017.

b. Retirement by Rotation

As per the provisions of the Companies Act, 2013 and artice 145 (b) of Article of Association of the company, Shri Raminder Singh Chadha, Managing Director of the Company, who has been longest in the office, retires by rotation at the ensuing AGM and, being eligible offer himself for reappointment. The Board recommends his reappointment.

c. Appointment

(a) Appointment of Mr. Raminder Singh Chadha as the Managing Director in the Board meeting dated 01 June, 2017 which was proved by shareholder in extra-ordinary general meeting dated 10 June, 2017 for a period 3 (Three) years commencing rom 01 June, 2017. As per the clause given under in article of association Mr. Raminder Singh Chadha shall be liable to retire by rotation.

(b) Appointment of Mr. Jayvir Chadha as a Whole-time Director in the Board meeting dated 01 June, 2017 which was approved y shareholders in extra-ordinary general meeting dated 10 June, 2017 for a period 3 (Three) years commencing from 01 June, 2017 As per the clause given under in article of association Mr. Jayvir Chadha shall be liable to retire by rotation.

(c) Appointment of Mrs. Amarveer Kaur Chadha as a Whole-time Director in the Board meeting dated 01 June, 2017 which was pproved by shareholder in extra-ordinary general meeting dated 10 June, 2017 for a period 3 (Three) years commencing rom 01 June, 2017. As per the clause given under in article of association Mrs. Amarveer Kaur Chadha shall be liable to retire by rotation.

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. Neetu Dubey Company Secretary BIAPD6825M

21. Committees of the Board

As on March 31, 2018, 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 of Companies Act, 2013.

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

During the year under review, 4 (Four) meetings of the Audit Committee were held on 01.06.2017, 10.07.2017, 23.10.2017, 20.02.2018.

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 of Companies Act, 2013.

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

During the year under review, 3 (Three) meetings of Nomination and Remuneration Committee were held on 16.05.2017, 01.07.2017, 01.11.2017.

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 rovision of Section 178 of Companies Act, 2013

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

During the year under review, 3 (Three) meetings of Stakeholder Relationship Committee were held on 31.05.2017, 18.10.2017, 12.01.2018.

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 ith 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 30.06.2017, 20.02.2018.

22. Internal Financial control and its adequacy

Your Company has appointed M/s V. Khandelwal & Co. as its Internal Auditor. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys 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.

23. 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 Companys operations in future.

24. 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 Boards report.

25. 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".

26. Secretarial Standards

The Directors state that the applicable secretarial standards i.e. SS-1 and SS-2, relating to ‘Meeting of the Board of Directors and ‘Meeting of General Meeting, respectively, have been duly followed by the Company.

27. 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.

28. 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 31 March , 2018, 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.

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

During the year under review, the Company has not advanced any fresh loans/ given fresh guarantees/ made fresh investments falling under section 186 of the Companies Act, 2013.

30. Audit Reports and Auditors

a. Audit reports

The Auditors Report for fiscal 2018 (both consolidated and standalone) does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

The Secretarial Auditors Report for fiscal 2018 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors Report is enclosed as "Annexure-7" to the Boards report.

b. Auditors

i. Statutory auditors

M/s Maheshwari & Gupta, Chartered Accountants, Indore (Firm Registration No. 006179C) were re-appointed as Statutory Auditor of the Company in AGM 2014 to hold office until the conclusion of the Annual General Meeting to be held in the financial year 2019. The Company has received a certificate of eligibility from the statutory auditors in accordance with the provisions of Section 141 of the Act. There is no requirement for ratification of auditors in this Annual General Meeting as per the provision of Section 139 of the Companies Act, 2013 as amended.

ii. Secretarial auditor

As required under Section 204 of the Companies Act, 2013 and Rules there under, the Board has appointed M/s Kaushal Agrawal & Co., Practicing Company Secretaries, to conduct a secretarial audit of the Company for fiscal 2018.

31. 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 Boards report.

32. Green Initiatives

Electronic copies of the Annual Report 2017-18 and the Notice of the 22 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.

33. Disclosures

Your Company has always believed in providing a safe and harassment free workplace for every individual working in companys premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment and for this purpose the company has in place a robust policy, aiming to obtain the complaints, investigate and prevent any kind of harassment of employees at all levels. For the current financial year end, no complaint was received by the company.

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 behalf of the Board of Directors of
Worth Peripherals Limited
Sd/-
Chairman & Managing Director
Place: Indore Raminder Singh Chadha
Date: 23 July, 2018 DIN : 00405932