The Board of Directors hereby submits the report of the business and operations ofWorth Peripherals Limited (the Company' or "WORTH") along with the auditedfinancial statements for the Financial Year ended 31st March 2020. The consolidatedperformance 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 Lakh)
|Particulars ||Standalone ||Consolidated |
| ||For the year ended March 31 ||For the year ended March 31 |
| ||2020 ||2019 ||2020 ||2019 |
|Revenue from operations ||13274.45 ||15192.73 ||17548.27 ||19264.30 |
|Less- Cost of Sales ||8723.61 ||10413.04 ||11807.96 ||13368.35 |
|Gross profit ||4550.84 ||4779.69 ||5740.31 ||5895.95 |
|Less- Operating Expenses || || || || |
|Selling and marketing expenses ||857.02 ||1015.30 ||1001.56 ||1139.98 |
|General and administration expenses ||2540.07 ||2314.23 ||3130.71 ||2870.96 |
|Operating Profit ||1153.75 ||1450.16 ||1608.04 ||1885.01 |
|Less-Loss on sale of assets ||0.80 ||0 ||0.80 ||0 |
|Add- Gain on sale of Fixed Asset ||6.57 ||0.48 ||6.57 ||0.48 |
|Add- Other income(net) ||552.38 ||212.87 ||376.35 ||77.25 |
|Profit before Execeptional Item & Tax ||1711.90 ||1663.51 ||1990.16 ||1962.74 |
|Add- Exceptional Item ||0 ||0 ||0 ||0 |
|Profit before tax ||1711.90 ||1663.51 ||1990.16 ||1962.74 |
|Less- Tax expense ||311.87 ||365.38 ||456.87 ||506.77 |
|Profit after tax for the year attributable to Owner of the Company ||1400.03 ||1298.13 ||1533.29 ||1455.97 |
|Less- Non controlling interest ||0 ||0 ||133.26 ||157.84 |
|Profit after tax for the year attributable to Owner of the Company ||1400.03 ||1298.13 ||1400.03 ||1298.13 |
|Paid-up Equity Share Capital ||1575.10 ||1575.10 ||1575.10 ||1575.10 |
|Equity shares are at par value of Rs. 10 per share || || || || |
|Earning per share (EPS) Basic & Diluted (in Rs.) ||8.89 ||8.24 ||8.89 ||8.24 |
b. Revenues Standalone and Consolidated
Our revenue from operations on a standalone basis decreased by 12.63% from Rs.15192.73 Lakh to Rs. 13274.45 Lakh and on a consolidated basis decreased by 8.90% fromRs.19264.30 Lakh to Rs. 17548.27 Lakh in fiscal 2020.
c. Profits Standalone and Consolidated
Our gross profit on a standalone basis amounted to Rs. 4550.84 Lakh as against Rs.4779.69 Lakh in the previous year. The operating profit amounted to Rs. 1153.75 Lakh asagainst Rs. 1450.16 Lakh in the previous year. The profit before tax is Rs. 1711.90 Lakhas against Rs. 1663.51 Lakh in the previous year. Net profit after tax is Rs. 1400.03 Lakhas against Rs. 1298.13 Lakh in the previous year. Our gross profit on a consolidated basisamounted to Rs. 5740.31 Lakh as against Rs. 5895.95 Lakh in the previous year. Theoperating profit amounted to Rs. 1608.04 Lakh as against Rs. 1885.01 Lakh in the previousyear. The profit before tax is Rs. 1990.16 Lakh as against Rs. 1962.74 Lakh in theprevious year. Net profit after tax is Rs. 1400.03 Lakh as against Rs. 1298.13 Lakh in theprevious year.
d. Basic EPS
During the year details of Earnings per share on standalone and consolidated basisare hereunder
|Particular ||Standalone Basis ||Consolidated Basis |
|Current Year ||8.89 ||8.89 |
|Previous Year ||8.24 ||8.24 |
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. Change in Capital Structure of the Company
There is no change in the capital structure of the Company during the Financial yearended 31st March 2020.
During the Year the Board of Directors declared and Distributed Interim Dividend ofRs. 1/- (10% per share) on the 15751000 Equity Shares of Rs. 10/- each. Further theBoard of Directors are pleased to recommend the Final Dividend of Rs. 1.25/- (12.5% pershare) on the 15751000 equity share of the Company for the Financial Year 31st March2020. The dividend payout is subject to approval of member at the ensuing 24th AnnualGeneral Meeting.
5. Transfer to Reserve
During the year under review no amount allocated for transfer to reserve. Previousyear the company has transferred Rs. 13000000 (One Crore Thirty Lacs) to GeneralReserve 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 atPithampur Madhya Pradesh & Valsad Gujarat. Our manufacturing facilities are wellequipped with state of the art facilities including machinery conveyor or other handlingequipments to facilitate smooth manufacturing process. The Joint Venture of the CompanyM/S Yash Packers is also engaged in manufacturing and selling of corrugated boxes. Itsmanufacturing unit is situated at Valsad Gujarat.
We endeavour to maintain safety in our premises by adhering to key safety norms. Weensure timely delivery of our products and have a fleet of trucks to ensure easy logisticsand timely delivery.
Timely delivery and efficient supply chain management of our company is also witnessfrom the award conferred to our company. [for the previous year] .
Best Supplier Award- Cargil India Private Limited
We are environmentally conscious and our products have been certified as meetingrelevant FSC Standards. With increasing awareness of sustainability and many organisationssupporting 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. Ourfinished products have to undergo a strict quality check to ensure that they are ofrelevant quality as per the standards set. Our in house testing laboratory regulates andmonitors the quality strength stiffness amongst other parameters of the boxes toensure 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 mainlyoperating in the FMCG sector. We intend to grow in the business continuously by adding newcustomers. With growth in the FMCG retail pharmaceuticals breweries textile sectors andagriculture based products hardware hygiene we aim to tap these markets for furthermarketing and supply.
(2) Modernisation and upgradation of our technology
Apart from the existing state of the art infrastructure Our Company has recentlyupgraded our board manufacturing machine and installed a 6 Colour [Printing and Convertingmachine] from Europe for its Pithampur Unit which are boosting our capabilities towardsmore value added boxes. Both this equipments are operational and are inline our focus onfurther strengthening our operational and fiscal controls.
(3) Improving functional efficiencies
Our Company intends to improve efficiencies to achieve cost reductions and have acompetitive edge over our peers. We believe that this can be achieved through continuousprocess improvement customer service and adoption of latest technology.
(4) Quality Products
Our Company invests in high quality machineries and equipment to ensure efficientproduction and quality products. The scale of operations shall enable our Company toproduce quality products. Our Company believes that the investment in technology shallallow it to provide quality products to its customers and differentiate it from othercompetitors.
7. Material changes and commitments affecting financial position between the endof the financial year and date of the report
There has not been any significant and material change and commitments affectingfinancial position of the company since closing of financial year and up to the date ofthis board's report. However Company has sold Building's assets of UNIT 1 for Cashconsideration situated at 68 A Sector I . Pithampur Dist. Dhar. 454775 however whichhad a less impact on the Financial Position of the Company.
8. Legal Framework:
Your Company is Migrated and listed on Main Board of National Stock Exchange of Indiafrom SME EMERGE Platform of National Stock Exchange of India with effect from August 042020 having symbol "WORTH".
9. Public Deposits
During the Financial Year 2019-20 under review the Company has neither invited noraccepted any public deposits within the meaning of Section 73 and 74 of the Companies Act2013 read with Companies (Acceptance of Deposit) Rules 2014. As such no specific detailsprescribed in Rule (8)(1) of the Companies (Accounts) Rules 2014 (as amended) areacquired to be given or provided.
10. Related Party Transactions and its particulars
All Related Party Transactions that were entered into during the Financial Year 2019-20were on Arm's Length Basis and were in the Ordinary Course of business. There are nomaterially significant Related Party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.
All Related Party Transactions were approved by the Audit Committee on omnibus basis orotherwise and the Board. The transactions entered into by the company are audited. TheCompany has developed a Related Party Transactions Policy Standard Operating Proceduresfor the purpose of identification and monitoring of such transactions.
Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as"Annexure-1" 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 (ListingObligation and Disclosure Requirements) Regulations 2015 the Management's discussion andanalysis 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 directors' appointment and remuneration including thecriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the Companies Act2013 have been regulated by the nomination and remuneration committee and the policyframed by the company is annexed with the Board Report as "Annexure-2" andavailable on our website at https://worthindia.com/home/investors/6.
There has been no change in the policy since last fiscal. We affirm that theremuneration paid to the directors is as per the terms laid out in the Nomination andRemuneration Policy of the Company with the Nomination and Remuneration Committee of thecompany.
b. Risk Management
In terms of the provisions of Section 134 of the Companies Act 2013 the company hastaken due care of the assets of the company and ensured it as per the policy. The Riskmanagement policy is available on the website of the company athttps://worthindia.com/home/investors/6.
c. Vigil Mechanism/Whistle Blower Policy
The Company has a vigil mechanism named vigil mechanism/whistle blower Policy to dealwith instance of fraud and mismanagement if any. The details of the Vigil MechanismPolicy are annexed to the Board Report as "Annexure 3" and are also posted onthe 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 athttps://worthindia.com/home/investors/6.The composition of the CSR Committee and theAnnual Report on CSR activities as required by the Companies (Corporate SocialResponsibility 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 whichare available on the website of the company https://worthindia.com/home/investors/6 andfor 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 & Amendmentthereof the Company has adopted a Code of Conduct for Prevention of Insider Trading witha view to regulate trading in securities by the Directors and designated employees of theCompany.
The Code requires Trading Plan pre-clearance for dealing in the Company's shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed
13. Subsidiaries Associates and Joint Ventures
During the year under review the company does not have any subsidiary or associatecompany except one joint venture. The company has invested as capital contributions in M/sYash 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 thecompany as its partner for the financial year was Rs. 13326443- (previous year Rs.10522869/-). The consolidated statement of account for the financial year ended31.03.2020 in form of AOC-1 has been attached with the financial statement.
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 CompaniesAct 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial 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 theyear 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 employeesstock option scheme.
15. Corporate Governance
Your Company is committed towards maintaining high standards of Governance. The Reporton Corporate Governance stipulated under Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. A Certificate from Practicing CompanySecretary confirming compliance to the corporate governance requirements by the Company isattached to this Report.
16. Board Diversity
The Company recognizes and embraces the importance of a diverse board in overallsuccess. We believe that a truly diverse board will leverage differences in thoughtperspective knowledge skill regional and industry experience cultural and geographicalbackground age ethnicity race and gender that will help us retain our competitiveadvantage.
The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As of March 31 2020 the Board had 6 (Six)members one of whom is the Chairman executive and Managing Director two executive andWhole-time Directors and three are non-executive Independent Directors. One whole-timedirector 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 ListingRegulations and Guidance Note on Board Evaluation issued by Securities and Exchange Boardof India on January 05 2017 The Board of Directors has carried out an annual evaluationof its own performance performance of Individual Directors board committee including theChairman of the Board on the basis of composition and structure attendance contributioneffectiveness of process information functions and various criteria as recommended byNomination and Remuneration Committee. The evaluation of the working of the Board itscommittees experience and expertise performance of specific duties and obligations etc.were carried out. The Directors expressed their satisfaction with the evaluation processand outcome.
The performance of each of the non-independent directors (including the Chairman) werealso evaluated by the Independent Directors at the separate meeting held between theIndependent Directors of the Company.
18. Number of Meetings of the Board
a. Meetings of the Board
The Board met 7 times during the financial year. The maximum interval between any twomeetings did not exceed 120 days as prescribed in the Companies Act 2013. The dates ofboard meeting are given here under 18.04.2019 25.05.2019 16.07.2019 01.09.201913.11.2019 17.01.2020 and 07.03.2020.
b. Separate Meeting of Independent Directors :
As stipulated by the Code of Independent Directors under the Companies Act 2013; aseparate meeting of the Independent Directors of the Company was held on 07.03.2020 toreview the performance of Non- Independent Directors (including the Chairman) and theentire Board. The Independent Directors also reviewed the quality content and timelinessof the flow of information between the Management and the Board and its Committeeswhich 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 underSection 149(7) of the Companies Act 2013 that he/ she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) and 25 ofSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
20. Directors and Key Managerial Personnel
a. Retirement by Rotation
As per the provisions of the Companies Act 2013 and article 145 (b) of Article ofAssociation of the company Mrs. Amarveer Kaur Chadha (DIN: 00405962) Whole-Time Directorof the Company who is liable to retires by rotation at the ensuing AGM and beingeligible offer herself for reappointment. The Board recommends her reappointment.
Reappointment of Mr. Raminder Singh Chadha (DIN: 00405932) as the Managing Director inthe Meeting held on 11th June 2020 subject to approval of Shareholders in the ensuingAnnual General Meeting for a period of 3(Three) Years commencing from 01st June 2020.
Reappointment of Mrs. Amarveer Kaur Chadha (DIN: 00405962) as the Whole-Time Directorin the Meeting held on 11th June 2020 subject to approval of Shareholders in the ensuingAnnual General Meeting for a period of 3(Three) Years commencing from 01st June 2020.
Reappointment of Mr. Jayvir Chadha (DIN:02397468) as the Whole-Time Director in theMeeting held on 11th June 2020 subject to approval of Shareholders in the ensuing AnnualGeneral Meeting for a period of 3(Three) Years commencing from 01st June 2020.
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 asto compliance with the Code of Conduct of the Company. All Independent Directors have alsogiven declarations that they meet the criteria of independence as laid down under Section149(6) of the Act.
21. Committees of the Board
As on March 31 2020 the Board had four committees: the audit committee thenomination and remuneration committee the corporate social responsibility committee thestakeholders relationship committee. All committees consist of optimum number ofindependent 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 AuditCommittee 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 ||3 |
During the year under review 4 (Four) meetings of the Audit Committee were held on25.05.2019 16.07.2019 13.11.2019 and
B. Composition of Nomination and Remuneration Committee
The Board of Directors in its meeting held on May 15 2017 constituted a Nomination andRemuneration Committee in compliance with the provision of Section 178 of Companies Act2013.
|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 ||0 |
During the year under review 1 (One) meetings of Nomination and Remuneration Committeewere held on 07.03.2020.
C. Composition of Stakeholders Relationship Committee
The Board of Directors in its meetings held on May 15 2017 constituted a StakeholderRelationship Committee in compliance with the provision of Section 178 of Companies Act2013
|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 Committeewere held on 18.04.2019 16.07.2019 07.10.2019 and 17.01.2020.
D. Composition of Corporate Social Responsibility Committee
The Board of Directors in its meeting held on May 15 2017 reconstituted a CorporateSocial Responsibility Committee in compliance with the provision of Section 135 ofCompanies 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 ResponsibilityCommittee were held on 25.05.2019 and 07.03.2020.
22. Risk Management and Internal Financial control and its adequacy
Company has an effective risk management framework for identifying prioritizing andmitigating risks which may impact attainment of short and long term business goals of yourcompany. The risk management framework is aligned with strategic planning deployment andcapital project evaluation process of the Company. The process aims to analyze internaland external environment and manage economic financial market operational complianceand sustainability risks and capitalizes opportunities of business success.
During the Year Ms. Rupali Jain Chartered Accountant (MN: 427885) hasre-appointed as Internal Auditor of the Company for the financial year 2019-20. The Boardhas adopted policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Company's policies safeguarding of its assetsprevention and detection of fraud error reporting mechanisms accuracy and completenessof 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 ortribunals which impact the going concern status and the Company's operations in future.
24. Reporting of frauds by Auditors
During the year under review neither the statutory auditors nor the secretarialauditor has reported to the audit committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's report.
25. Annual Return
In accordance with Section 92 of the Companies Act 2013 and read with Rule 12 ofthe Companies (Management and Administration) Rules 2014 an extract of the annual returnin 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.
26. Secretarial Standards
The Company complies with all applicable secretarial standards.
27. Investor Education and Protection Fund (IEPF)
During the year under review the provision of section 125(2) of Companies Act 2013does not apply as the company was not required to transfer any amount to the InvestorEducation 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 2013with respect to Directors' Responsibility Statement The Board hereby confirms that:
In preparation of the annual accounts for the financial year ended 31st March 2020the applicable accounting standards have been followed and there are no materialdepartures.
The directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that period.
The directors had taken proper and sufficient care towards the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
The directors had prepared the annual accounts on a going concern basis.
The directors had laid down internal financial controls which are adequate and areoperating effectively.
The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and such systems are adequate and operating effectively.
29. Particulars of Loans Guarantees or Investments under section 186:
Details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to Financial Statements.
30. Audit Reports and Auditors
a. Audit reports
The observations made in the Auditor's Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
The Secretarial Auditors' Report for fiscal 2020 does not contain any qualificationreservation or adverse remark. The Secretarial Auditors' Report is enclosed as"Annexure-7" to the Board's report.
i. Statutory auditors
At the 23rd Annual General Meeting held on August 14 2019 the Members approvedappointment 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 yearsfrom the conclusion of that Annual General Meeting till the conclusion of the 28th AnnualGeneral Meeting.
ii. Secretarial auditor
As required under Section 204 of the Companies Act 2013 and Rules there under theBoard has reappointed M/s Shilpesh Dalal & Co. Practicing Company Secretaries Indoreto conduct a secretarial audit of the Company for Fiscal 2020.
31. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition 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 atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder. An Internal Committee is in place to redress complaints received regarding sexualharassment. All employees are covered under policy. The Company has not received anycomplaint of sexual harassment during financial year 2019-2020.
32. Cost Records:
The provisions of section 148 (1) of the companies act 2013 and other applicablerules and provisions is not applicable on the company. Therefore no cost records has beenmaintained by the company.
33. Conservation of Energy Research and development Technology Absorption ForeignExchange Earnings and Outgo
The particulars as prescribed under sub-section (3)(m) of Section 134 of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 are enclosed as"Annexure-8" to the Board's report.
Your Directors take this opportunity to place on record their appreciation and sinceregratitude to the Central Government of India State Government of Madhya Pradesh theBankers to the Company business associates technical professionals within and outsidethe company and after all shareholders of the company for their valuable support and theboard is looking forward to their continued co- operation in the years to come.
Your Directors acknowledge the support and co-operation received from the employeesand 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 : 04 September 2020 ||DIN: 00405932 |