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WEP Solutions
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Directors Report Year End : Mar '13    « Mar 12
The Directors take pleasure in presenting the 18th Annual Report and
 the Audited Financial Statement of your Company for the year ended 31st
 March 2013.
 
 Financial Highlights
 
                                         For the year   For the year
 Particulars                             2012-13        2011-12
 
 Revenue from Operations                 15,185.76      3,716.86
 
 Other Income                                34.09          0.44
 
 Total Revenue                           15,219.85      3,717.30
 
 Profit Before Depreciation, 
 Interest & Taxes                         1,252.49        721.21
 
 Finance Cost                               312.26        141.53
 
 Depreciation and Amortisation              772.29        701.84
 
 Profit Before Tax                          167.94       (122.16)
 
 Provision for Tax                           56.46        (49.20)
 
 Profit / (loss) for the Year               111.48       (72 .96)
 
 Earnings Per Share (Equity share par value Rs. 10/-each) Basic / Diluted
 (Rs. per share) 0.48  (0.65)
 
 Performance
 
 The Management Discussion and Analysis forms part of the 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 31 st March 2013, 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 2013 on a xGoing Concern'' basis.
 
 Dividend
 
 In view of the accumulated losses and to conserve the retained earnings
 to enable the company in its growth path, your Board of Directors do
 not recommend payment of dividend.
 
 Corporate Governance
 
 Your company adheres to all the Corporate Governance Code as prescribed
 by the Stock Exchanges and Securities and Exchange Board of India
 (SEBI). A detailed report on Corporate Governance is provided in this
 Annual Report. The Auditor''s Certificate on compliance with the
 standards also forms part of this Annual 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
 97.81 % of the issued capital is held in electronic mode.
 
 Retirement of Directors
 
 As per the provisions of the Companies Act, 1956, three sitting
 Directors out of eight are required to retire by rotation.
 Accordingly, Mr. Sudhir Prakash, Mr. Shankar Jaganathan and Dr.  A L
 Rao are due to retire by rotation.
 
 Mr. Sudhir Prakash, Mr. Shankar Jaganathan and Dr. A L Rao, being
 eligible for reappointment, offer themselves to be appointed as the
 Directors of the company. In view of their valuable contributions for
 the growth and stability of the company, your Board recommends their
 reappointment.
 
 Public Deposits
 
 Your Company has not accepted any deposits from the public during the
 year under review.
 
 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 2013, 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 granted 96,000 Options to its employees
 under the ESOP Scheme 2011. However, none of the options have vested as
 on 31st March 2013 hence, no shares were allotted to the employees
 under the ESOP Scheme 2011.
 
 Auditors
 
 M/s. N M Raiji & Co., Mumbai are the Statutory Auditors of the Company,
 who are eligible and seek to be reappointed as Statutory Auditors for
 the year 2013-14. Suitable resolution is proposed in the notice sent to
 shareholders for the 18th 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
 
 Your Directors take this opportunity to record their appreciation for
 the contribution of all employees of your company during the year.
 
 Acquisitions
 
 Your Company entered in to a Scheme of Arrangement u/s 391 to 394 of
 the Companies Act 1956, with M/s. WeP Peripherals Limited whereby the
 Printer Business is proposed to be demerged into the Company w.e.f.
 April 1st, 2012 by way of issue of equity shares of the Company. The
 Scheme has been approved by the Hon''ble High Court of Karnataka vide
 its order dated 20th November 2012. An appeal was made by on Objector
 before the Hon''ble High Court of Karnataka seeking stay of its order.
 However, the Court allowed the company to continue to do business as
 merged entity pending allotment of shares to the shareholders of the
 transferor company. Subsequently, vide its order dated 21st October
 2013, the Court dismissed the petition of the Objector and allowed the
 company to proceed the Scheme of Arrangement approved by the Hon''ble
 High Court.  Accordingly, your Board of Directors at their meeting held
 on 26th October 2013 allotted 11,741,964 equity shares to the
 shareholders of the Transferor company.
 
 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 take this opportunity to thank all the shareholders,
 investors, vendors, customers, banks and the government / statutory
 authorities for their support. Your Directors wish to place on record
 their appreciation for the commitment and significant contribution made
 by the employees.
 
                          For and on Behalf of the Board of Directors
 
                          P K Gopalakrishnan Managing Director
 
 Place: Bangalore
 
 Date: 9th November 2013
Source : Dion Global Solutions Limited
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