The Directors take pleasure in presenting the 18th Annual Report and
the Audited Financial Statement of your Company for the year ended 31st
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)
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.
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.
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.
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
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.
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
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.
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.
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.
Your Directors take this opportunity to record their appreciation for
the contribution of all employees of your company during the year.
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
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
Date: 9th November 2013