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WEP Solutions

BSE: 532373|ISIN: INE434B01029|SECTOR: Computers - Software Medium & Small
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Directors Report Year End : Mar '16    Mar 15

Dear Members,

The Directors are pleased to present 21st Annual Report and the Company''s Audited Financial Statements for the Financial Year ended March 31, 2016.

Financial Performance

The Company''s financial performance, both standalone and consolidated, for the year ended March 31, 2016 is summarized below:

___('' in lakhs)

Particulars

Standalone

Consolidated

2015-16

2014-15

2015-16*

Revenue from Operations

8,890.47

10,417.66

8,935.22

Other Income

41.78

53.22

39.92

Total Revenue

8,932.25

10,470.88

8,975.14

Profit Before Depreciation, Interest and Taxes

951.05

1,050.87

924.25

Finance Cost

175.39

176.70

175.47

Depreciation and Amortization

619.78

650.37

638.71

Profit Before Tax

155.88

223.80

110.06

Provision for Tax

50.57

65.71

36.42

Profit / (Loss) for the Year

105.30

158.09

73.65

Earnings Per Share (Equity share par value Rs, 10/-each) Basic / Diluted (Rs, per share)

0.46

0.69

0.32

* During the Financial Year 2015-16, Company acquired 100% in M/s. eRM Solutions Private Limited.

Consolidated Accounts

The Consolidated Financial Statements of your Company for the Financial Year 2015-16 are prepared in compliance with the applicable provisions of the Companies Act, 2013 read with the Rules issued there under, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Subsidiary Company

During the year under review your company has executed a Share Purchase Agreement for acquiring 100% of equity shares of M/s. eRM Solutions Private Limited (eRM), a company focused on Document Management Solutions and having developed proprietary software in this domain. M/s. eRM Solutions Private Limited (eRM) is functioning as a 100% Subsidiary of WeP Solutions Limited.

During the year, the Board of Directors (''the Board'') reviewed the affairs of the subsidiary. Pursuant to Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Section129 (3) of the Companies Act, 2013, the Consolidated Financial Statements of your Company and its subsidiary is provided in this Annual Report.

Further, a statement containing the salient features of the financial statement of our subsidiary in the prescribed format AOC-1 is included in this report as Annexure - III and forms an integral part of this report.

The Financial Statement of the subsidiary company and the related information is available for inspection by the members at the registered office of the Company during the business hours on all days except Saturday, Sunday and Public Holidays up to the date of Annual General Meeting as required under Section 136 of the Companies Act, 2013.

During the year the Board of Directors have formulated a policy for determining Material Subsidiaries. The policy is disclosed on the company''s website and is accessible on www.wepsolutions.co.in.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming integral part of this Annual Report.

Dividend and Reserves

In order to conserve the available resources for future, the Board of Directors of the Company have not recommended any Dividend for the Financial Year 2015-16.

Pursuant to Section 205C and other applicable provisions of Companies Act, 1956 (the corresponding provision in the Companies Act, 2013 have not been notified, and hence the earlier law is still applicable in respect of these provisions), Dividends that are unpaid / unclaimed for a period of seven years are required to be transferred to the Investor Education and Protection Fund administered by the Central Government and once unpaid/unclaimed dividend due for refund is transferred to IEPF, no claim shall lie in respect thereof against the Company.

The due date for transfer of unpaid dividend to Investor Education and Protection Fund (IEPF) for the previous years is given in the Corporate Governance Report. Shareholders who have not encased their Dividend Warrants are requested to have them revalidated and encased to avoid transfer to IEPF.

The details of the consolidated unclaimed / unpaid dividend details as required by the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, for all the unclaimed/unpaid dividend accounts outstanding (up to the date of 20th Annual General Meeting on 27th August 2015) in terms of the Ministry of Corporate Affairs Notification No. G.S.R 352 (E) dated May 10, 2012 has been uploaded on the Company website www.wepsolutions.co.in .

During the year under review, no amount was transferred to General Reserve.

Public Deposit

During the year under review, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules,2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

Corporate Governance

Pursuant to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 is made a part of this Annual Report. A certificate from Practicing Company Secretary regarding Compliance of the conditions of Corporate Governance as stipulated in Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report.

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:

A. Inductions

During the year under review there was no change in Directors of your Company. In the 20th Annual General Meeting held on 27th August 2015, Shareholders approved appointment of Prashee Agarwal as Non - Executive Director on the Board. We thank the Shareholders for their support in confirming Prashee Agarwal''s appointment at the Annual General Meeting held on 27th August 2015.

B. Re-appointment

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.

Dr. A L Rao, Non Executive Director is liable to retire by rotation at the ensuing Annual General Meeting. Dr. A L Rao has confirmed his eligibility and willingness to accept the office of the Director of your Company, if confirmed by the Members at the ensuing Annual General Meeting. In the opinion of your Directors, Dr. A L Rao has requisite qualifications and experience which would be useful for your Company and would enable him to contribute effectively to your Company in his capacity as the Director of your Company.

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 up to five consecutive years on the Board of a Company and shall be eligible for re-appointment on passing resolution by Shareholders of the Company.

In the 20th Annual General Meeting held on 27th August 2015, Company re-appointed Shankar Jaganathan as an Independent Director for a term of five consecutive years.

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 Independent Directors.

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 Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

C. Performance Evaluation of Director

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, 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.

D. 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.

E. Independent Directors'' Declaration

Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, there has been no change in the circumstances which may affect their status as ''Independent Director'' during the year under review.

F. Familiarization Program for Independent Directors

Pursuant to Regulation 25(7) and Regulation 46(2) (i) of Chapter IV of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company conducts the ''Familiarization Program'' when a new Independent Director joins the Board of the Company.

''Familiarization Program'' provides an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand their roles, rights and responsibilities, Company''s strategy, business model, operations, service and product offerings, markets, organisation structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The details of the ''Familiarization Program'' have also been uploaded on the website of the Company at www.wepsolutions.co.in.

G. Statutory Disclosures

None of the Directors of your company are disqualified as per the provisions of section 164 (2) of the Companies Act, 2013. Your Directors have made necessary disclosures as required under various provisions of the Act and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

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 confirmed that:

a) In the preparation of the annual accounts for the Financial Year 2015-16, 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 of the financial year and of the 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 preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

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.

Material Changes and Commitments

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings / Outgo

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 in Annexure-1 and is attached to this report.

Number of Meetings of the Board

The Board met Four 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

Pursuant to the provisions of the Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual return of the Company in Form MGT - 9 for the Financial Year ended 31st March 2016 is included in this report as Annexure - II and forms an integral part of this report.

Credit Rating

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 M/s. Brickwork Ratings India Private Limited reflects the moderate degree of safety regarding timely servicing of financial obligations. The Company''s short term credit rated as BWR A 3 by M/s. Brickwork Ratings India Private Limited, has also been reaffirmed.

Corporate Social Responsibility Initiatives

Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

Particulars of Loans, Guarantees and Investments

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed there under, 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.

Pursuant to the provisions of Section 139(2)(b), the tenure of office of M/s. N.M.Raiji & Co, Chartered Accountants, Mumbai (Firm Registration No: 108296W) will expire with the conclusion of 21st AGM. M/s. N.M.Raiji & Co have been the Statutory Auditors of your company since the Financial Year 2011-12. Considering having served a term of five years, the Statutory Auditors have expressed their willingness to continue as the Statutory Auditors.

As required under the provisions of Section 139,141 and other applicable provisions of the Companies Act, 2013, and Rules issued there under (including any statutory modification(s) or re-enactment(s) for the time being in force) 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.

Consequent to the above, the Audit Committee and the Board of Directors recommend the appointment of M/s. N.M. Raiji and Co., Chartered Accountants, Mumbai (Firm Registration No: 108296W) as Statutory Auditors of the Company from the conclusion of the 21st Annual General Meeting till the conclusion of 26th Annual General Meeting to be held in the Financial Year 2021, subject to ratification of appointment by the members at every Annual General Meeting. Suitable resolution for the appointment of M/s. N.M. Raiji & Co, as the Statutory Auditors is proposed in the Notice of 21st Annual General Meeting sent to the shareholders.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. 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.

Cost Auditors

M/s. Rao, Murthy and Associates, Cost Accountants, Bangalore have been appointed as Cost Auditors for the Financial Year 2016-17 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 2016-17 at a remuneration of '' 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 21 st Annual General Meeting.

The Cost Audit Report for the Financial Year 2015-16, in respect of the various products / services prescribed under Cost Audit Rules, 2011 is due to be filed with MCA and shall be filed as per the requirements of applicable laws.

Secretarial Auditors

Pursuant to the provisions 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 2016 in Form MR-3 is presented in Annexure-IVattached to this report.

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 provisions 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 the Audit Committee and the Board for review and approval on annual basis. Form AOC-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 in Annexure-V attached to this report. The Policy to determine materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors is available on the Company''s website www.wepsolutions.co.in.

Risk Management

As per the requirements of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 your company has constituted a Risk Management Committee to oversee the Risk Management efforts in your company. The details of Committee and its terms of reference including elements of risk as identified for the Company are set out in the Corporate Governance Report and Management Discussion and Analysis Report (MDA) forming part of the this Report.

Internal Control System and Their Adequacy

According to Section 134(5) (e) of the Companies Act 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial information.

The company has well placed, proper and adequate Internal Financial Control (IFC) system which ensures that all assets are safeguarded, transactions are authorised, recorded and reported correctly. The Internal Auditors of the company M/s. Gnanoba & Bhatt, Chartered Accountant, Bangalore independently evaluates the adequacy of internal controls and concurrently does the audit of majority of transactions in value terms.

Independence of audit is ensured by direct reporting of the Internal Auditors to the Audit Committee of the Board.

During the year, the Internal Auditors have also been engaged for providing assistance in improving Internal Financial Control (IFC) framework.

Significant / Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

Employee Stock Option Plan

The company has Employee Stock Option Plan under ''ESOP Scheme 2011'' which is administered by the Nomination and Compensation Committee for the benefit of employees.

During the year the company has granted 240,000 ESOP option to its employees under the ESOP Scheme 2011. As required under the Securities and Exchange Board of India Guidelines, the applicable disclosures as on 31st March 2016 is as tabulated below:

There is no material changes in the ESOP Scheme 2011, during the financial year under review.

Options at the beginning of the period (1st April 2015)

305,000

Options granted during the period

240,000

Price Per Share (?)

10

Pricing Policy

Face Value

Options Vested

114,900

Options Lapsed

41,000

Options available for exercise

114,900

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

504,000

The Board on the recommendation of Nomination and Compensation Committee proposes to roll out new grant under the ''ESOP Plan 2016''. As required under the Companies Act, 2013 and SEBI (Share Based Employees Benefit) Regulations, 2014 a resolution seeking members approval for ''ESOP Plan 2016'' forms part of the Notice convening the 21st Annual General Meeting.

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. Your 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 Year 2015-16, Company has not received any complaint. The Whistle Blower Policy as approved by the Board of Directors is available on the Company''s website www.wepsolutions.co.in.

Anti Sexual Harassment Policy

The Company has in place an Anti Sexual Harassment Policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Complaints Committee has been set up across locations in India to redress complaints received regarding sexual harassment. The cases reported to such Committee are investigated by the respective Committee members and the detailed report thereon is presented to the Board of Directors on a regular basis.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment of woman at workplace and to provide a platform for redressal of complaints and grievances against sexual harassment. During the Financial Year 2015-16, Company has not received any complaint on sexual harassment.

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 that 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.

Policies of Company

Your Company has posted the below mentioned policies on its website www.wepsolutions.co.in under the heading ''Investor Corner''.

I. Code of Conduct for Directors and Senior Management Personnel. 2. Whistle Blower''s Policy.

3. Anti - Sexual Harassment Policy. 4. Related Party Transaction Policy.

5. Compensation Policy. 6. Risk Management Policy.

7. Internal Code for Prevention of Insider Trading. 8. Policy for Determining Material Subsidiaries.

9. Policy for Determining Materiality of Event or Information. 10. Policy for Preservation of Documents.

II. Familiarization Program for Independent Director.

Particulars of Employees

The information required pursuant to Section 197 of the Companies Act, 2013 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 2016 pursuant to the provisions of Companies Act, 2013 is furnished in Annexure-VI and is attached to this report.

Depository System

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 has established connectivity with both the depositories. Currently about 95.89 % of the Issued Capital is held in electronic mode.

Listing Fees

The Company confirms that it has paid the Annual Listing Fees for the Financial Year 2016-17 to the Bombay Stock Exchange (BSE).

Human Resources

As a part of company''s drive to continue to nurture talent, your company has developed structured HR policies and programs in the area of resourcing, performance management system, competency based training and development and talent management to support the current and future need of the organisation. Your Directors take this opportunity to record their appreciation for the contribution of all employees of your company during the year.

Industrial Relations

Your company has always considered its workforce as its valuable assets and continues to invest in their excellence and development programs. Your company has taken several initiatives for enhancing employee engagement and satisfaction. Your company maintains healthy, cordial and harmonious industrial relation at all levels. The industrial relation in all respect to all other manufacturing facilities and divisions of your company are normal.

Green Initiative

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 2015-16 and the Notice of 21st Annual General Meeting are sent to the members whose e-mail addresses are registered with Company / Depository Participant(s). For members who have not registered their e-mail addresses, physical copy of the Annual Report 2015-16 and the Notice of 21st Annual General Meeting are sent in the permitted mode. Members requiring physical copy can send a request to the Company.

Acknowledgments

Your Directors wish to convey their gratitude at place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to Customers, Shareholders, Vendors, Bankers, Business Associates, Regulatory and Government authorities for their continued support and cooperation.

For and on Behalf of the Board of Directors

Date: 11th August, 2016 Ram N Agarwal

Place: Bangalore Chairman and Managing Director

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