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WEP Solutions
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Directors Report Year End : Mar '15    « Mar 14
 Dear Members,
 
 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.
 
 Financial Highlights
 
 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
 
 Protit Before
 Depreciation,
 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
 
 EarningsPerShare
 (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
 General Meeting.
 
 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
 Reserve.
 
 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
 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 inAnnexure-1 and is
 attached to this report.
 
 Corporate Governance
 
 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
 report.
 
 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
 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 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
 Annual Report.
 
 Subsidiary Company
 
 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).
 
 Public Deposit
 
 The Company has not accepted any deposits from the Public within the
 meaning of Section 73 ofthe Companies Act 2013fortheyearended 31st
 March,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
 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
 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.
 
 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
 
 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.
 
 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.
 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
 the Company.
 
 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
 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
 Clause 49 of the Listing Agreement signed with the Bombay Stock
 Exchange Limited (BSE).
 
 C.  Resignation
 
 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
 company.
 
 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.
 
 Cost Auditors
 
 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.
 
 SecretarialAuditors
 
 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
 Committee.
 
 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
 Board.
 
 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
 
 OptionsVested                                                   57,600
 
 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
 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 have established
 connectivity with both the depositories. Currently about 95.85% of the
 Paid up Capital is held in electronic mode.
 
 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.
 
 Industrial Relations
 
 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
 organization.
 
 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 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
 the Company.
 
 Acknowledgments
 
 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
Source : Dion Global Solutions Limited
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