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WEP Solutions
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Directors Report Year End : Mar '14    « Mar 13
Dear Shareholders,
 
 The Directors hereby present their Nineteenth Annual Report on the
 business and operations of the Company and the Financial Accounts for
 the year ended 31st March 2014.
 
 Financial Highlights
 
 The highlights of the financial performance of the company are as
 follows:
 
                                                 (Rs. in lakhs)
 
                           For the year ended    For the year ended
 Particulars               31st March 2014       31st March 2013
 
 Revenue from Operations      11608.48             15185.76
 
 Other Income                   101.81                34.09
 
 Total Revenue                11710.29             15219.85
 
 Profit Before Depreciation, 
 Interest & Taxes              1213.39              1252.49
 
 Finance Cost                   204.41               312.26
 
 Depreciation and Amortisation  726.83               772.29 
 
 Profit Before Tax              282.15               167.94
 
 Provision for Tax               73.38                56.46
 
 Profit / (loss) for the Year   208.77               111.48
 
 Earnings Per Share (Equity 
 share par value Rs. 10/-each) 
 Basic / Diluted (Rs. per share)    0.91                 0.48
 
 Performance
 
 Pursuant to Clause 49 of the Listing Agreement, as prescribed by the
 Stock Exchange and Securities and Exchange Board of India (SEBI).  A
 detailed Management Discussion and Analysis Report is made a part of
 this Annual Report.
 
 Directors'' Responsibility Statement
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956 with respect to the Directors'' Responsibility Statement, it
 is hereby confirmed that:
 
 (a) In the preparation of the annual accounts for the financial year
 ended 31st March 2014, the applicable accounting standards have been
 followed along with proper examination relating to material departures;
 
 (b) The Directors have selected such accounting policies and applied
 them consistently except where otherwise stated in the notes on
 accounts and made judgments and estimates that were reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the company at the end of the financial year and of the loss of the
 company for the year under review;
 
 (c) The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the company and
 for preventing and detecting fraud and other irregularities;
 
 (d) The Directors have prepared the accounts for the financial year
 ended 31st March 2014 on a ''Going Concern'' basis.
 
 Dividend
 
 During the year under review, your Directors wish to propose First
 Dividend of 5% (Rs. 0.50-Fifty paise only) as Final Dividend for the
 year 2013-14. The Board recommends same for approval of the
 Shareholders in the ensuing Annual General Meeting.
 
 Corporate Governance
 
 Pursuant to Clause 49 of the Listing Agreement, your company adheres to
 all the Corporate Governance Code as prescribed by the Stock Exchange
 and Securities and Exchange Board of India (SEBI). A detailed Corporate
 Governance Report is made a part of this Annual Report.
 
 A certificate from Auditor of the Company regarding Compliance of the
 conditions of Corporate Governance as stipulated by Clause 49 of the
 Listing Agreement is attached to this report.
 
 Depository System
 
 Equity shares of your company are compulsorily tradable in
 dematerialized form. Your company has signed agreements with National
 Securities Depository Limited and Central Depository Services (India)
 Limited for dematerialization of its equity shares. Currently about
 95.85 % of the issued capital is held in electronic mode.
 
 Retirement of Directors
 
 During the year, Ministry of Corporate Affairs has notified various new
 provisions relating to the selection, manner of appointment, functions
 and duties of the Independent Directors. In terms of the provisions of
 Section 149 of Companies Act 2013, Independent Director are eligible to
 hold office for a term upto five consecutive years and are eligible for
 the second term subject to passing of special resolutions by the
 company.  Independent Directors, so appointed, shall not be liable to
 retire by rotation under the Companies Act 2013.
 
 Mr. H V Gowthama and Mr.Sudhir Prakash have satisfied the criteria of
 Independence under Section 149(6) of the Companies Act, 2013. Necessary
 resolutions are being placed before the shareholders at the ensuing
 Annual General Meeting seeking approval for appointment of Mr. H V
 Gowthama and Mr.Sudhir Prakash for a term of upto five consecutive
 years from 23rd September 2014 to 23rd September 2019. Mr. B R Ganesh
 who is an Independent Director have satisfied the criteria of
 Independence under Section 149(6) of the Companies Act, 2013. It is
 proposed to appoint Mr. B R Ganesh as a Small Shareholders Director
 under Section 151 of the Act to hold office upto a term of 3 (Three)
 consecutive years from 23rd September 2014 to 23rd September 2017.
 Necessary resolution is being placed before the shareholders at the
 ensuing Annual General Meeting seeking approval for his appointment. Mr
 Ram N Agarwal being eligible for reappointment offers himself to be
 appointed as Director of the company .In view of their valuable
 contributions for the growth and stability of the company your Board
 recommends their appointment.
 
 Details regarding Directors proposed to be appointed at the Annual
 General Meeting to be held on 23rd September 2014, due to changes
 arising from the implementation of the Companies Act 2013 are provided
 in the annexure to the Notice convening the Annual General Meeting.
 
 Public Deposits
 
 The Company has not accepted any deposits from the Public within the
 meaning of Section 58A of the Companies Act, 1956 for the year ended
 31st March,2014.
 
 Research & Development
 
 WeP has dedicated Research & Development team focused on different
 product lines of application specific printers development. WeP R&D has
 complete in-house facility for executing projects from concept to
 product with core capabilities of electro-mechanical product involving
 various engineering domains like Electro-magnetics, Power Electronics,
 Thermal, Vibration and dynamics. WeP with rich design experience in
 Interface design of mechatronics products deals with dynamics of
 mechanical components and its behavioral study with electronics. R&D
 team has executed several application specific printer projects for
 Petrol bunk, Retail automation, Pharma and Dairy segments.
 
 Subsidiary Company
 
 As on 31st March 2014, company has no subsidiary. Hence requirement of
 reporting the statement pursuant to Section 212 of the Companies Act,
 1956 and other statutory financial statements of a subsidiary does not
 arise.
 
 Employee Stock Option Plan
 
 During the year the company has not granted any options to its
 employees under the ESOP Schemes 2011. Under the ESOP Scheme 2011 -
 28,800 options have vested as on 31st March 2014. However none of the
 Options has been exercised. Hence no Shares were allotted to the
 employees under the ESOP Scheme 2011.
 
 Disclosure under SEBI (ESOP & ESPS) Guidelines, 1999.
 
 Options at the beginning of the period 96,000 (1st April 2013)
 
 Options granted during the period NIL
 
 Price Per Share 10
 
 Pricing Policy Face Value
 
 Options Vested 28,800
 
 Options Lapsed NIL
 
 Options available for exercise 28,800
 
 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 96,000
 
 Auditors
 
 M/s N M Raiji & Co., Mumbai are the Statutory Auditors of the Company
 retire at the ensuing Annual General Meeting and are eligible for
 re-appointment. The Company has received letter from them to the effect
 that their re-appointment, if made, would be within the prescribed
 limits under Section 141 of the Companies Act 2013 and that they are
 not disqualified for re- appointment. Suitable resolution is proposed
 in the notice sent to shareholders for the 19th Annual General Meeting.
 
 Personnel
 
 There are no employees drawing remuneration in excess of limits
 specified in Section 217 (2A) of the Companies Act, 1956, read with
 Companies (Particulars of Employees) Rules, 1975 as amended.
 
 Human Resources
 
 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.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings / Outgo
 
 The particulars as prescribed under Section 217(1)(e) of the Companies
 Act, 1956, read with Companies (Disclosure of Particulars in the report
 of Board of Directors) Rules, 1988 are given in the Annexure to this
 report.
 
 Acknowledgments
 
 Your Directors thank all the Shareholders for the continued confidence
 and trust placed by them in the Company. The Directors wish to place on
 record their appreciation for the committed service of all the
 employees. The Directors would like to express their grateful
 appreciation for the assistance and co- operation received from the
 customers, bankers, vendors, investors, government and statutory
 authorities.
 
                        For and on Behalf of the Board of Directors
 
                                                 P K Gopalakrishnan
                                                  Managing Director
 
 Place: Bangalore
 
 Date : 5th August, 2014
 
 
 
Source : Dion Global Solutions Limited
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