The Directors are pleased to present the Company''s 20th Annual Report
on business and operations of the Company, together with the audited
accounts for the financial year ended March 31,2015.
The highlights of the financial performance of the company are as
follows: (Rs. in Lakhs)
Particulars For the year ended Fortheyearended
31st March 2015 31st March 2014
RevenuefromOperations 10,417.66 11,608.48
Other lncome 53.22 101.81
Total Revenue 10,470.88 11,710.29
Interest and Taxes 1,050.87 1,213.39
Finance Cost 176.70 204.41
Depreciation and Amortisation 650.37 726.83
ProfitBeforeTax 223.80 282.15
Provisionfor Tax 65.71 73.38
Profit/(loss)fortheYear 158.09 208.77
(EquityShareparvalueRs.lO/-each) 0.69 0.91
Basic / Diluted (Rs. Per Share)
Dividend and Reserves
During the year under review, your Directors wish to propose Dividend
of 5% for the financial year 2014-15 (amounting to Re.0.50 (Fifty
Paise) per equity share of Rs. 10/- each fully paid). The Board
recommends same for approval of the Shareholders in the ensuing Annual
The Dividend will be paid to the members whose names appear in the
register of members as on 21st August, 2015. The due date for transfer
of unpaid dividend to Investor Education and Protection Fund (IEPF) for
last year is given in the Corporate Governance Report. Shareholders who
have not encashed their Dividend Warrants are requested to havethem
revalidated and encashed to avoid transferto IEPF.
During the year under review, no amount was transferred to General
Material Changes and Commitments
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial statements to
which this financial statements relate on the date of this report.
Conservation of Energy, Technology Absorption and Foreign Exchange
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under
Section 134(3) (m) of the Companies Act 2013 read with rule 8(3) of the
Companies (Accounts) Rules, 2014 is furnished inAnnexure-1 and is
attached to this report.
Pursuant to Clause 49 of the Listing Agreement with Bombay Stock
Exchange, your company adheres to all the Corporate Governance Code as
prescribed by the Bombay Stock Exchange and Securities and Exchange
Board of India (SEBI). A detailed Corporate Governance Report forms
part of this Annual Report. A certificate from Practicing Company
Secretary regarding Compliance ofthe conditions of Corporate Governance
as stipulated by Clause 49 of the Listing Agreement is attached to this
Number of Meetings of the Board
The Board met five times during the Financial Year, the details of
which are given in the Corporate Governance Report that forms part of
this Annual Report. The intervening gap between any two meetings was
within the period prescribed by the Companies Act 2013.
Extract of Annual Return
The details forming part ofthe extract of the Annual Return in Form
MGT- 9, as required under Section 92(3) of the Companies Act, 2013 is
included in this report as Annexure-ll and forms an integral part of
During the year under review the Company has sustained its Long Term
Credit Rating of BWR Triple B Minus (BWR BBB-) (Stable). The moderate
credit rating of Triple B Minus (BBB-) awarded by Brickwork Ratings
India Private Limited reflects the moderate degree of safety regarding
timely servicing of financial obligations. The Company''s shortterm
credit rated as BWR A3 by Brickwork Ratings India Private Limited, has
also been reaffirmed.
Corporate Social Responsibility Initiatives
Provisions relating to Corporate Social Responsibility Initiatives are
not applicable to your company. Hence your company has not initiated
any action thereon.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review as
stipulated under Clause 49 of the Listing Agreement with the Bombay
Stock Exchange is presented in a separate section forming part of this
As on 31st March 2015, company has no subsidiary/subsidiaries within
the meaning of the Companies Act 2013. Hence requirement of reporting
the statement and other statutory financial statements of a subsidiary
does not arise. Further there are no associate companies within the
meaning of Section 2(6) ofthe Companies Act, 2013 (Act).
The Company has not accepted any deposits from the Public within the
meaning of Section 73 ofthe Companies Act 2013fortheyearended 31st
Directors'' Responsibility Statement
Pursuant to the requirements under Section 134(5) of Companies Act 2013
with respect to the Directors'' Responsibility Statement, it is hereby
a) In the preparation of the annual accounts for the Financial Year
2014-15, the applicable accounting standards had been followed and
there are no material departures;
b) The Directors have 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 ofthe financial year and ofthe profit and
loss of the company for that period;
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act 2013 for safeguarding the assets of the
company and for preventingand detectingfraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern
e) The Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
f) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Board of Directors
Company''s Policy relating to appointment/re-appointment of Directors,
Payment of Managerial Remuneration, Induction, Performance Evaluation
and other related matters are as mentioned below:
At the 19th Annual General Meeting held on 23rd September, 2014,
Shareholders approved appointment of Mythily Ramesh as an Independent
Director on the Board. We thank the Shareholders for their support in
confirming Mythily Ramesh''s appointment at the Annual General Meeting
held on 23rd September, 2014.
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with Rule 8 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Articles of Association of the
Company, Ram N Agarwal has been appointed as Chairman and Managing
Director of the Company with effect from 16th February, 2015 by the
Board of Directors at their meeting held on 14th February, 2015 on the
recommendation of the Nomination and Compensation Committee. A separate
resolution seeking members approval for confirmation of his appointment
has been included in the Notice of the 20th Annual General Meeting of
the Company along with his brief profile.
Prashee Agarwal has been appointed as an Additional Director with
effect from 18th May, 2015, based on the recommendation of the
Nomination and Compensation Committee. Pursuant to Section 161(1) of
the Companies Act 2013, Prashee Agarwal will hold office upto the date
of ensuing Annual General Meeting (AGM) of the Company and is eligible
for appointment as Director. Board recommends her appointment and
accordingly resolution seeking approval of members for her appointment
has been included in the Notice of the 20th Annual General Meeting of
the Company along with her brief profile.
Pursuant to Sections 149,152 and other applicable provisions, if any,
of the Companies Act 2013, one third of such of the Directors as are
liable to retire by rotation, shall retire every year and, if eligible,
offer themselves for re-appointment at every Annual General Meeting.
Consequently Dr. A LRao, Non Executive Director will retire by rotation
at the ensuing Annual General Meeting, and being eligible, offers
himself for re-appointment in accordance with the provisions of the
Companies Act 2013.
Section 149(6) of the Companies Act 2013 provides for appointment of
Independent Directors. Section 149(10) of the Companies Act 2013
provides that Independent Directors shall hold office for a term of
upto five consecutive years on the Board of a Company and shall be
eligible for re-appointment on passing resolution by shareholders of
At the 19th Annual General Meeting held on 23rd September, 2014,
company re-appointed H V Gowthama, Sudhir Prakash and appointed Mythily
Ramesh as Independent Directors. Shankar Jaganathan completes a term of
five consecutive years and it is proposed to re-appoint Shankar
Jaganathan as an Independent Director for a further term of five
consecutive years, subject to approval of members at the 20th Annual
General Meeting of the Company.
Further, according to Section 149(11), no Independent Director shall be
eligible for appointment for more than two consecutive terms of five
years. Section 149(13) states that the provisions of retirement by
rotation as defined in section 152 (6) and (7) shall not apply to the
The Company has received declaration from all the Independent Directors
of the Company confirming that they meet the criteria of''Independence''
as prescribed both under Section 149(6) of Companies Act 2013 and under
Clause 49 of the Listing Agreement signed with the Bombay Stock
Exchange Limited (BSE).
P K Gopalakrishnan, Managing Director, resigned from the services of
the Company effective from 1st January, 2015. The Board places on
record its appreciation for the services rendered by PK Gopalakrishnan
during his tenure with the Company.
D. Performance Evaluation of Director
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of
the Listing Agreement, performance evaluation of the Board, its
Committees and individual Directors was conducted. A separate meeting
of the Independent Directors was convened, which reviewed the
performance of the Board as a whole, the Non-Independent Directors and
the Chairman of the Company against the objectives set at the beginning
of the year.
E. Committees of the Board
During the year under review, the Board of Directors of your Company
reconstituted the Committees of the Board. The details of the powers,
functions, composition and meetings of the Committees of the Board held
during the year are given in the Report on Corporate Governance section
forming part of this Annual Report.
F. Independent Directors'' Declaration
Independent Directors have submitted a declaration that each of them
meets the criteria of independence as provided in Section 149(6) and
Clause 49 of the Listing Agreement. Further, there has been no change
in the circumstances which may affect their status as Independent
Director during the year under review.
Relationship between the Directors lnter-se
None of the Directors are related with each other within the meaning of
the term relative as per Section 2(77) of the Companies Act, 2013 and
Clause 49 (VIII)(E)(2) of the revised Listing Agreement except Prashee
Agarwal, whose confirmation of appointment is sought. Prashee Agarwal
is the daughter of Ram N Agarwal, Chairman and Managing Director of the
Particulars of Loans, Guarantees and Investments
Your company has not provided Loans, Guarantees and has not made any
Investments under Section 186 of the Companies Act 2013 during the
Financial Year 2014-15.
Statutory Auditors and their Report
Pursuant to the provisions of Section 139 of the Companies Act 2013 and
rules framed thereunder, M/s. N M Raiji & Co, Chartered Accountants,
Mumbai (Firm Registration Number: 108296W) were appointed as the
Statutory Auditors of the Company in the 19th Annual General Meeting of
the Company until the conclusion of 21st Annual General Meeting,
subject to ratification of their appointment at every Annual General
Meeting. As required under the provisions of Section 139 of the
Companies Act 2013, the company has obtained written confirmation from
M/s N M Raiji & Co, Chartered Accountants, Mumbai that their
appointment, if made would be in conformity with the limits specified
in the said section.
The Observations of the Auditor, together with notes to accounts
referred to in the Auditor''s Report are self explanatory and do not
call any further explanation from the Directors.
M/s. Rao, Murthy and Associates, Cost Accountants, Bangalore have been
appointed as Cost Auditors for the Financial Year 2015-16 by the Audit
Committee to conduct Audit of Cost Accounting Records maintained by the
Company, in respect of various products/services as prescribed under
Cost Audit Rules, 2011.
The Board of Directors, on the recommendation of the Audit Committee,
has appointed M/s. Rao, Murthy and Associates, Cost Accountants,
Bangalore as the Cost Auditor to audit the Cost Accounts of the Company
for the Financial Year 2015-16 at a remuneration of Rs. 1,50,000/-plus
service tax as applicable and reimbursement of out of pocket expenses.
As required under the Companies Act 2013, a resolution seeking member''s
approval for the remuneration payable forms part of the Notice convening
the 20th Annual General Meeting.
The Cost Audit Report for the Financial Year 2014-15, in respect of the
various products/services prescribed under Cost Audit Rules, 2011 shall
be filed with MCA as per the requirements of applicable laws.
Pursuant to the provision of Section 204 of the Companies Act 2013 and
rules made there under, the Company has appointed S Kannan, Practicing
Company Secretary, Bangalore (C.P. No. 13016) as the Secretarial
Auditor of the Company to conduct the Secretarial Audit as prescribed
under Section 204 of the Companies Act 2013. The Secretarial Audit
Report for the Financial Year ended 31st March, 2015 in Form MR 3 is
presented in Annexure - III attached to this report.
Policies of Company
Your Company has posted the below mentioned policies on its website
www.wepsolutions.co.in under the heading ''Investor Corner''.
1. Code of Conduct for Director sand Senior Management Personnel
2. Whistle Blower''s Policy
3. Anti-Sexual Harassment Policy
4. Related Party Transaction Policy
5. Compensation Policy
6. Internal Code for Prevention of Insider Trading
7. Risk Management Policy
Research and Development
WeP has dedicated Research & Development team focused on Retail,
Printer and Application specific printer products solutions. WeP R&D
has complete in-house facility for executing projects from concept to
product involving various engineering domains like Electro-magnetics,
Power Electronics, Thermal and Vibration. WeP with 18 years of rich
experience in design and development of mechatronics products has
delivered 320 varieties of products. WeP design team has delivered
products deals with dynamics of mechanical components and its
behavioral study with electronics for all extreme conditions and
adherence to the International Standards and Certifications. R&D team
has executed several application specific printer projects for Voting
Machine, Petrol bunk, Retail automation, Pharmacy and Dairy segments.
Internal Control System and Their Adequacy
The Company has proper and adequate internal control system, which
ensures that all assets are safeguarded and protected and that the
transactions are authorized, recorded and reported correctly.
M/sGnanoba&Bhat, Chartered Accountants, Bangalore have been
re-appointed as the Internal Auditors for the Financial Year 2015-16 by
the Board on the recommendation of the Audit Committee to oversee and
carry out Internal Audit activities. The audit is based on an internal
audit plan, which is reviewed each year in consultation with the Audit
The Internal Auditors independently evaluate the adequacy of internal
controls and concurrently audit the majority of the transactions in
value terms. Independence of the Audit and Compliance is ensured by
direct reporting of Internal Auditor to the Audit Committee of the
Employee Stock Option Plan
During the year the company has granted 254,000 ESOP option to its
employees under the ESOP Scheme 2011. As required under the Securities
and Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999, the applicable disclosures as
on 31st March, 2015 are as tabulated below:
Options at the beginning of
the period (1st April 2014) 96,000
Options granted during the period 254,000
Price Per Share(Rs.) 10
Pricing Policy FaceValue
Options Lapsed 45,000
Options available for exercise 30,600
Options Exercised NIL
Total number of Shares arising
as a result of exercise of Options NIL
Variations of terms of Options NIL
Money realized by exercise of Options NIL
Total number of Options in force 305,000
Related Party Transactions
All transactions entered with Related Parties for the year under review
were on arm''s length basis and in the ordinary course of business and
that the provision of Section 188(1) of the Companies Act 2013 are not
attracted. Further, there are no material related party transactions
during the year under review with the Promoters, Directors and Key
Managerial Personnel. Related Party Transactions are placed before
theAudit Committee and the Board for review and approval. FormAOC 2
pursuant to clause (h) of Section 134(3) of the Companies Act 2013 and
Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished
inAnnexure-IVand is attached to this report.
Vigil Mechanism / Whistle Blower Policy
The Company promotes ethical behavior in all its business activities
and has put in place a mechanism for reporting illegal or unethical
behavior. The Company has a Whistle Blower Policy under which the
employees are free to report to the management instances of unethical
behavior, actual or suspected fraud or violation of the Company''s code
of conduct or ethical policy. Employees may also report illegal or
unethical behavior to the Chairman of Audit Committee. During the year
under review, no employee was denied access to the Audit Committee.
During the Financial Year2014-15, Company has received one complaint.
Complaint received has been disposed of after taking appropriate action
and nocomplaint remain pending as on 31st March, 2015.
Anti-Sexual Harassment Policy
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual
harassment of women at workplace and to provide a platform for
redressal of complaints and grievances against sexual harassment.
During the Financial Year 2014-15, Company has not received any
complainton sexual harassment.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
Particulars of Employees
The information required pursuant to Section 197 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 in respect of employees of the Company, shall be provided on
request. The Company is not having any employee drawing remuneration
exceeding the limits as specified under the Companies Act 2013. The
applicable disclosures as on 31st March, 2015 pursuant to the provisions
of Companies Act 2013 is furnished in Annexure-V and is attached to this
The Company''s shares are tradable compulsorily in electronic mode. In
India there are two depositories i.e. National Securities Depositories
Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
To facilitate trading in DEMAT form, Company have established
connectivity with both the depositories. Currently about 95.85% of the
Paid up Capital is held in electronic mode.
The Company''s HR Policy is to build a high performing organization, by
motivating each individual to contribute to the achievement of the
departmental as well as Company''s goals. There is effective performance
management system to monitor the performance levels and reward as
appropriate. Your Directors take this opportunity to record their
appreciation for the contribution of all employees of your company
during the year.
Your company maintained healthy, cordial and harmonious industrial
relations at all the levels. The enthusiasm and efforts of employees
have enabled the Company to remain at the leadership position in the
industry. It has taken various steps to improve productivity across
Ministry of Corporate Affairs (MCA) has announced Green Initiative
in Corporate Governance by allowing paperless compliances by companies
vide circular dated April 21,2011 stating that a Company is in
compliance with Section 20 of the Companies Act 2013, if the service of
documents has been made through electronic mode.
Electronic Copies of the Annual Report 2014-15 and the Notice of 20th
Annual General Meeting are sent to the members whose e-mail addresses
are registered with Depository Participant(s). For members who have not
registered their e-mail addresses, physical copies of the Annual Report
2014-15 and the Notice of 20th Annual General Meeting are sent in the
permitted mode. Members requiring physical copies can send a request to
Your Directors thank all the Shareholders for the continued confidence
and trust placed by them in the Company. The Directors sincerely
appreciate the high degree of professionalism, commitment and
dedication displayed by employees at all levels.
Your Directors record their sincere appreciation to the Central and
State Governments, banks, institutions, stakeholders and business
associates for their whole-hearted support and co-operation.
For and on Behalf of the Board of Directors
Place: Bangalore Ram N Agarwal
Date: 25th July, 2015 Chairman and Managing Director