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Worth Peripherals Ltd.

BSE: 535008 Sector: Industrials
NSE: WORTH ISIN Code: INE196Y01018
BSE 05:30 | 01 Jan Worth Peripherals Ltd
NSE 05:30 | 01 Jan Worth Peripherals Ltd

Worth Peripherals Ltd. (WORTH) - Director Report

Company director report

Dear Members

The Board of Directors hereby submits the report of the business and operations of WorthPeripherals Limited (the Company' or "WORTH') along with the auditedfinancial statements for the financial year ended 31 March 2018. The consolidatedperformance 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.1292547249 to Rs.1455723170 and on a consolidated basis increased by 14.49% fromRs. 1375724875 to Rs. 1575060450 in fiscal 2018.

c. Profits Standalone and Consolidated

Our gross profit on a standalone basis amounted to Rs. 462530370 as against Rs.422957554 in the previous year. The operating profit amounted to Rs. 147991469 asagainst Rs. 88577715 in the previous year. The profit before tax was Rs. 181726917as against Rs. 147470197 in the previous year. Net profit was Rs. 67404517 asagainst Rs. 103462438 in the previous year.

Our gross profit on a consolidated basis amounted to Rs. 498912002 as against Rs.445046708 in the previous year. The operating profit amounted to Rs. 160272617 asagainst Rs. 91627429 in the previous year. The profit before tax was Rs. 191895645as against Rs. 151016609 in the previous year. Net profit was Rs. 74022056 asagainst Rs. 107008850 in the previous year.

d. Capital expenditure on tangible assets Standalone and Consolidated

During the year on standalone and consolidated basis the Company incurred Capitalexpenditure details are mentioned here:

Amount in Rs.
Particular Standalone Basis Consolidated Basis
Infrastructure 43693660 54430670
Computer 528680 586852
Vehicles 15935023 16846387
Total 60157363 71863909

e. Basic Eps

During the year details of Earnings per share on standalone and consolidated basis arehereunder

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 boarddecided not to recommend any dividend to the shareholders for the financial year. They donot have any preference share or other security.

4. Transfer to Reserve

During the year under review no amount was allocated for transfer to reserve. Previousyear the company has transferred Rs. 5000000 (Rupees Fifty Lakh Only) to General Reservefrom 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 atPithampur Madhya Pradesh. The manufacturing facility is divided into 2 unitsmanufacturing of corrugated sheets and boxes is done at Unit II and Unit I is engaged inconversion of corrugated sheets into corrugated boxes. 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.

Business operation commenced in Unit - 1 in the year 2005. Subsequently as part of ourexpansion plans business operations were commenced in the year 2012 in Unit II. Ourmanufacturing facilities are well equipped with state of the art facilities includingmachinery conveyor or other handling equipments to facilitate smooth manufacturingprocess. 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 easylogistics and timely delivery.

Timely delivery and efficient supply chain management of our Company is also witnessedfrom 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 behindall the strategic decisions of our company. His industry knowledge and understanding alsogives us the key competitive advantage enabling us to expand our geographical and customerpresence in existing as well as target markets while exploring new growth avenues.

We adhere to Sedex Members Ethical Trade Audit (SMETA) best practice guidanceguidelines which include adhering to labour standards health and safety and environmentaland safety ethics audit norms for SEDEX. Our Company actively works for the benefit oftheir employees and labours with prime focus being health hygiene and welfare of theworkforce and also undergoes audit conducted by its recognised customers to ensure thatthe safety and management norms are being complied with. Our Company also ensures thatlegal compliances and ethical business practices are being complied with and the same isensured 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 meetingrelevant FSC Standards by Rainforest Alliance. With increasing awareness of beingenvironmental friendly and many organisations supporting the Go green campaign itincreases 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 retail pharma breweries textile sectors opportunity forgrowth in packaging industries have increased and thus we aim to tap these markets forfurther marketing and supply.

(2) Modernisation and upgradation of our technology

Our Company has invested in latest technology and has a fully automated plant withautomated machinery & systems throughout the manufacturing process. Our Companyintends to meet and adapt to the latest technologies and install new plant and machineryat Unit II of our manufacturing facility for enhanced quality and precision in terms ofmanufacturing with increased efficiency. We intend to continue to invest in our in-housetechnology capabilities to develop customized systems and processes to ensure effectivemanagement control. We continue to focus on further strengthening our operational andfiscal 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 plans to invest in high quality machineries and equipment to ensureefficient production and quality products. The scale of operations shall enable ourCompany to produce quality products. Our Company believes that the investment intechnology shall allow it to provide quality products to its customers and differentiateit from other competitors.

6. 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.

7. Legal Framework

a. Conversion of the Company

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

b. Share Capital

During the financial year 2017-18 following changes were made in the capital structureof the company:

The Authorised Capital of the Company is Rs. 180000000. There is no change in fiscalyear 2018.

The Paid Up Share Capital of the Company increased from of Rs. 115000000 to157510000 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 byemployees or by trustees for the benefit of employees as per Rule 16(4)of Companies (ShareCapital 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 generalpublic on 20 September 2017 for making public issue of 4251000 Equity Shares of Rs.10/- each at a premium of Rs. 33/- per share aggregating to Rs. 1827.93 Lakhs and theissue was successfully oversubscribed by 45 times and has made allotment of 4251000equity shares on 23 September 2017 and the company's entire post issue capital of Rs.1575.10 Lakhs divided into 15751000 Equity Shares of Face Value of Rs.10/- each werelisted at the NSE SME Platform on 27 September 2017.

Your Directors place their sincere thanks to all the investors and the NSE SEBIMerchant Bankers and all the agencies for their guidance and support. The Company's equityshares are regularly being traded at the floor of the NSE SME Platform and as on 31 March2018 closing price was Rs. 96.90/- per equity share.

d. Statement for Utilization of Public Issue Proceeds for the year ended on 31 March2018 and declaration regarding no deviation(s)/variation(s) from the objects stated inProspectus:

The Company has come out with the Initial Public Offer of 4251000 equity shares ofFace Value of Rs. 10/- per share at an Issue Price of Rs. 43/- per share and generatedfunds of Rs.1827.93 Lakhs for the purposes and objects as mentioned in Prospectus dated 20September 2017. The Company submits the following statement towards the utilization ofthe 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 FixedDeposit with our Bank.

As per Regulation 32 of the SEBI (LODR) Regulations 2015 we hereby confirm thatmajority 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 nodeviation/variation in actual utilization of public issue proceeds from the objects asstated in the Prospectus dated 20 September 2017.

e. Listing on Stock Exchange

The Company's shares are listed on SME Emerge Platform of the National Stock Exchangeof India Limited (NSE) The Company has received the trading approval for a total of15751000 Equity Shares on SME Emerge platform of NSE Limited with effect from September27 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 hencethere 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 theprovision 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 ofthe act to its employees for purchase of its own shares hence there is nothing to discloseunder provisions of section 67(3) of the Act read with 16(4) of the Companies (ShareCapital and Debentures) Rules 2014.

8. Public Deposits

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

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

Accepted During the year (from persons under Rule 2(1) (c) (viii)) Rs. 7914343
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. 53342365
Accepted during the year Rs. 7914343
Repaid during the year Rs. 8091217
Closing Balance Rs. 53165491

9. Related Party Transactions and its particulars

All Related Party Transactions that were entered into during the Financial Year 2017-18were 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.

10. 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.

11. 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"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 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 to care of the assets of the company and ensured it as per the policy. TheRisk management policy is available on the website of the company athttps://worthindia.com/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 alsoposted 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 athttps://worthindia.com/investors/6. The composition of the CSR Committee and the AnnualReport on CSR activities as required by the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 are set out in "Annexure-4" to this Report. Yourdirectors want to disclose that the company did not spend any amount in the CSR activitiesduring the financial year. The company is in the process to find out suitable areas inwhich the CSR activity and expenditure shall be best suited for the welfare of thesociety.

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/investors/6 and forconvenience 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 hasadopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and designated employees of the Company.

The Code requires Trading Plan pre-clearance for dealing in the Company's shares 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

12. 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 40%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. 6617539 (previous year Rs.3546412). The consolidated statement of account for the financial year ended 31.03.2018in 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 whoseshares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capitaland Disclosure Requirements) Regulations 2009 are exempted from the compulsoryrequirement of adoption of IND-AS w.e.f. 1 April 2017. As your Company is listed on SMEPlatform of NSE Limited it is covered under the exempted category and is not required tocomply with IND-AS for preparation of financial statements beginning with the period on orafter 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 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 employed for part of the year.

The company did not allot any sweat equity shares & does not have employees' stockoption scheme.

15. Corporate Governance

"Corporate Governance Practices are Reflection of Value Systems

And Which Envariably Includes our Culture Policies and Relationship With ourShareholders".

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

As our company has been listed on SME Emerge Platform of National Stock exchangeLimited (NSE) by virtue of Regulation 15 of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 the compliance with the corporate Governance provisions asspecified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation46 and Para C D and E of schedule V are not applicable to the company. Hence CorporateGovernance Report does not form a part of this Board Report though we are committed forthe best corporate governance practices.

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 2018 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 15 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 hereunder 01.04.2017 28.04.2017 15.05.2017 01.06.201709.06.2017 20.06.2017 01.07.2017 10.07.2017 15.07.2017 14.08.2017 25.08.201723.09.2017 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; aseparate meeting of the Independent Directors of the Company was held on 30 March 2018 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' Committees whichis 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. Inductions

The following appointments were made during the year:

Shri Dilip Burad (DIN: 07713155) Shri Dilip Kumar Modak (DIN: 07750172) and Smt. PalakMalviya (DIN: 07795827) as non-executive independent directors on the Board appointed asadditional directors i.e. 15 May 2017 and their appointment was approved by theshareholders in their Twenty First Annual General Meeting held on the 15 July 2017appointed as non-executive independent directors. All the above three IndependentDirectors have been appointed to hold office for 5 (five) consecutive year from 15 May2017.

Shri Mahesh Chandra Maheshwari as the the Chief Financial Officer (CFO) effective from01 June 2017.

b. Retirement by Rotation

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

c. Appointment

(a) Appointment of Mr. Raminder Singh Chadha as the Managing Director in the Boardmeeting dated 01 June 2017 which was proved by shareholder in extra-ordinary generalmeeting dated 10 June 2017 for a period 3 (Three) years commencing rom 01 June 2017. Asper the clause given under in article of association Mr. Raminder Singh Chadha shall beliable to retire by rotation.

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

(c) Appointment of Mrs. Amarveer Kaur Chadha as a Whole-time Director in the Boardmeeting dated 01 June 2017 which was pproved by shareholder in extra-ordinary generalmeeting dated 10 June 2017 for a period 3 (Three) years commencing rom 01 June 2017. Asper the clause given under in article of association Mrs. Amarveer Kaur Chadha shall beliable 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 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 4

During the year under review 4 (Four) meetings of the Audit Committee were held on01.06.2017 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 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 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 RemunerationCommittee 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 StakeholderRelationship Committee in compliance with the rovision of Section 178 of Companies Act2013

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 Committeewere 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 CorporateSocial Responsibility Committee in compliance ith 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 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. TheBoard has adopted policies and procedures for ensuring the orderly and efficient conductof its business including adherence to the Company's policies safeguarding of itsassets prevention and detection of fraud error reporting mechanisms accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures.

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 of theCompanies (Management and Administration) Rules 2014 an extract of the annual return inthe 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-2relating to ‘Meeting of the Board of Directors' and ‘Meeting of General Meetingrespectively 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 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 2013 withrespect to Directors' Responsibility Statement The Board hereby confirms that:

In preparation of the annual accounts for the financial year ended 31 March 2018 theapplicable accounting standards have been followed and there are no material departures.

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:

During the year under review the Company has not advanced any fresh loans/ given freshguarantees/ 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 notcontain any qualification reservation or adverse remark. The Auditors' Report is enclosedwith the financial statements in this Annual Report.

The Secretarial Auditors' Report for fiscal 2018 does not contain any qualificationreservation or adverse remark. The Secretarial Auditors' Report is enclosed as"Annexure-7" to the Board's 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 officeuntil 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 inaccordance with the provisions of Section 141 of the Act. There is no requirement forratification of auditors in this Annual General Meeting as per the provision of Section139 of the Companies Act 2013 as amended.

ii. Secretarial auditor

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

31. 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 the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are enclosed as"Annexure-8"to the Board's report.

32. Green Initiatives

Electronic copies of the Annual Report 2017-18 and the Notice of the 22 Annual GeneralMeeting are sent to all members whose email addresses are registered with the Company /depository participant(s). For members who have not registered their email addressesphysical copies are sent in the permitted mode.

33. Disclosures

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in company's premises through various interventions andpractices. The Company always endeavours to create and provide an environment that is freefrom discrimination and harassment including sexual harassment and for this purpose thecompany has in place a robust policy aiming to obtain the complaints investigate andprevent any kind of harassment of employees at all levels. For the current financial yearend no complaint was received by the company.

34. Acknowledgments

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 cooperation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees andall 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