Worth Peripherals Ltd Management Discussions.

This section shall include discussion on the following matters within the limits set by the listed entitys competitive position:

A. Industry structure and developments

The Industry has been growing as per the increase in consumption and demand in the economy. There was a slowdown in the economy during the first and last quarter of FY 18-19 which had an im-pact on the demand of corrugated boxes as well.

The industry is also seeing the prices of Raw Material, i.e Paper going down.

However, the company was placed in a safe position where the economic growth slow-down and reduction in Raw Material prices did not heavily impact the company’s output and the company saw growth in volumes and turnover.

B. Opportunities and Threats

The Company is amongst the largest manufacturers of corrugated boxes in the country. It is equipped with state of the art machines imported from Europe, Taiwan and Japan. With age long experience of the promoters and healthy business relations with its customers, business with existing customers is growing year by year. The Company is making con-certed efforts to acquire new customers. The Company is in the process of installation of new new machines to enhance capabilities with more efficiency.

The Company sees an opportunity in Value Added high graphic printed Corrugated Boxes. These act as a medium of display advertising for end consumers.

A threat scenario would be an alternative to Corrugated Packaging. However, seeing to the initiatives taken up by countries all over the world (including India) corrugated packaging is a promising, bio-degradable, recyclable and sustainable packaging medium that has the potential to replace non-sustainable / non-recyclable packaging mediums.

C. Segment—wise or product-wise performance

The Sale of Corrugated boxes in the Financial Year 2018-19 amounted to Rs.1,50,91,64,803/- bifurcated amongst the products Corrugated Boxes and Partitions.

D. Outlook

With the growth in economy, purchasing power of the masses is improving and with more consumption, demand of packaging including corrugated boxes is bound to increase. Also, thanks to the initiatives taken by the Indian Government with regards to sustainable and recyclable material usage, the corrugated packaging can witness increased demands.

E. Risks and concerns

One of the major risks in the industry is the increase in the prices of our basic Raw Material, i.e. Kraft Paper, which may have an adverse impact on our operations and financial conditions. Besides this, the huge working capital requirements may be a matter of concern.

F. Internal control system and their adequacy

The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorised use and ensures correct reporting of transactions. The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorised, correctly reported and assets are safeguarded. The Audit Committee of the Board addresses issue raised by both the Internal and Statutory Auditors, to keep constant check on cost structure and to provide adequate financial and accounting controls and implement accounting standards.

In addition to the above, the Company has formulated a Vigil Mechanism (Whistle Blower Policy) for its Directors and Employees for reporting genuine concerns about unethical practices and suspected malpractices.

G. Discussion on financial performance with respect to operational performance

The Company continues to see marginal growth in its overall performance in the financial year 2018-19 driven by the performance of the segment in which the Company operates. The total income of the Company increased to Rs. 1,51,92,72,751.00/- from Rs.

1,47,92,33,271.00/-in the previous year. The profit before tax amounted to Rs. 17,38,75,904.00/- as against Rs. 18,17,26,917.00 /- in the previous year. However, the net profit after tax was increased to Rs.13,73,44,568.00/- as against Rs. 6,74,04,517.00/- in the previous year.

H. Material developments in Human Resources/Industrial Relations front, including number of people employed

Material developments in Human Resources / Industrial Relations front including number of people employed. The Company has in place adequate number of employees as required in its Registered Office and in its Manufacturing Facilities. Professionals with required amount of experience and knowledge are hired on need to need basis by the Company.

The Industrial relation of the Company with various suppliers, customers, financial lenders and employees is cordial. There are total 105 employees on the payroll of the Company apart from Contract Labours.

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

Annual Report on Corporate Social Responsibility (CSR)

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]

1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

The board of directors of your company has formulated the Corporate Social Responsibility policy which has been available on the website of the company at www.worthindia.com. The programs and projects proposed to be undertaken have been as per CSR Policy formulated by the board of your company, which is however subject to change as per discretion of the committee and Board, hence the constitution and policy formulation have been reasonably elastic which as per requirement of society, may vary from time to time.

2. The Composition of the CSR Committee.

Mr. Raminder Singh Chadha Chairman of the Committee
Mr. Jayvir Chadha Member
Mr. Dilip Burad Member

3. Average net profit of the company for last three financial years.

The average net profit of the company for three financial year ended on 31st March 2016, 2017 and 2018 calculated as per provisions of the act is Rs. 13,64,71,020/-

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above)

The prescribed CSR expenditure should be Rs.27,29,420/- for the year ended 31.03.2019

5. Details of CSR spent during the financial year.

a) Total amount to be spent for the Financial Year 2018-2019: Rs. 27,29,420/-

b) Amount Spent for the current year: Rs. 10,00,000/-

c) unspent Amount ofcurrent year : Rs. 17,29,420/-

d) Unspent Amount of last Years carry forward: 32,34,623/-

e) Total amount Carry Forward: 49,64,043/- (Unspent amount to be Spent in health care, Education etc.) d) Manner in which the amount spent during the financial year. Attached

6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report.

Please refer item No.5 (c) above

Responsibility Statement

The statement is hereby given that the implementation and monitoring of corporate social responsibility policy, is in compliance with the CSR objectives and policy of the Company.

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

Manner in which the amount spent during the year is detailed below

S.No CSR Project or Activity Identified Sector in which the Project is Covered Project or programs 1. Local area or other 2. Specify the State and District where projects or programmes were undertaken Amount Outlay (b udg et) project or programmes wise Amount spent on the projects or programmes Cumulative Expenditure upto the reporting period Amount Spent:Dire ct through implementi ng agency
1. Parichay Foundation Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional art and handicrafts; Bhubaneswar (Odisha) Rs. 4,00,000/- Rs. 4,00,000/- Rs. 4,00,000/- Indirect
2. Shri Guruji Seva Nyas Eradicating hunger, poverty and malnutrition, 2[‘‘promoting health care including preventinve health care’’] and sanitation 4[including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation] and making available safe drinking water. Indore (M.P.) Rs. 2,00,000/- Rs. 2,00,000/- Rs. 2,00,000/- Direct
3. Shri Devi Matoshree Samajik Seva Sansthan Project- Vasundhara Sakhi Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects. Indore (M.P.) Rs. 2,00,000/- Rs. 2,00,000/- Rs. 2,00,000/- Direct
4. Shri Devi Matoshree Samajik Seva Sansthan Project- Vasundhara Sakhi- (ARUNABH- Inclusive School) Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects. Indore (M.P.) Rs. 1,00,000/- Rs. 1,00,000/- Rs. 1,00,000/- Direct
5. Shri Devi Matoshree Samajik Seva Sansthan Project- Vasundhara Sakhi- (ARUNABH- Inclusive School) Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects. Indore (M.P.) Rs. 1,00,000/- Rs. 1,00,000/- Rs. 1,00,000/- Direct
Total CSR Spend Rs. 10,00,000/- Rs.10,00,000/- Rs.10,00,000/-

Annexure - 5 of the Board Report 2019

Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. Ratio of the remuneration of each Director to the median remuneration of the Employees of the Company for the financial year 2018-19, the

percentage increase in remuneration of Directors, Chief Financial Officer and Company Secretary during the financial year 2018-19.

S. No. Name of the Director/Key Managerial and Designation Remuneration of Director/KMP for the financial year 2018-19 (Including NonExecutive Independent Director) Remuneration of Director/KMP for the financial year 2017-18 % increase (decrease) in remuneration in the financial year 2018-19 Ratio of remuneration of each Director /KMP to median remuneration of employees
1. Shri Raminder Singh Chadha CMD 5400000 5400000 0.00 16.82:1
2. Smt. Amarveer Kaur Chadha WTD 4800000 4800000 0.00 14.95:1
3. Shri Jayvir Chadha WTD 3600000 3600000 0.00 11.21:1
4. Shri Dilip Burad Non-Executive Independent Director 15000 12000 25 N.A.
5. Shri Dilip Kumar Modak Non-Executive Independent Director 15000 12000 25 N.A.
6. Smt. Palak Malviya Non-Executive Independent Director 15000 12000 25 N.A.
7. Shri Mahesh Chandra Maheshwari (Chief Financial Officer)* 709219 594390 0.00 N.A.
8. Ms. Neetu Dubey** 254937 248707 0.00 N.A.
9. Ms. Ayushi Taunk*** Company Secretary 26013 NIL N.A. N.A.

Note:

* Remuneration Paid to Mr. Mahesh Chandra Maheshwari (CFO) for the FY 17-18 is for 10 Months.

** Ms. Neetu Dubey, Company Secretary has been resigned from the post of Company Secretary w.e.f. 22.02.2019 (Remuneration paid for the period 01.04.2018 to 22.02.2019).

*** Ms. Ayushi Taunk has been appointed as Company Secretary ofthe Company w.e.f22.02.2019.

(Remuneration paid for the period 22.02.2019 to 31.03.2019).

2. Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year :-

As stated above in item no.(I).

3. Percentage increase/decrease in the median remuneration of employees in the financial year :-

The Median remuneration of employee was Rs. 3,21,000 during the year 2018-19 as compared to Rs. 3,24,000/- in the previous year. The decrease in the Median remuneration of Employee was 0.92% during financial year under review.

4. Number of permanent employees on the rolls of company :-

As on 31st March, 2019 the total number of employees on the roll was 105.

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