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Directors Report of WEP Solutions Ltd.

Mar 31, 2015

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


Mar 31, 2014

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


Mar 31, 2013

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


Mar 31, 2012

The Directors present the 17th Annual Report and the audited accounts of your Company for the year ended 31st March 2012.

Financial Highlights

(Rs. in lakhs)

Particulars For the year ended For the year ended 31st March 2012 31st March 2011

Revenue from Operations 3,716.86 3,340.65

Other Income 0.44 19.65

Total Revenue 3,717.30 3,360.30

Profit Before Depreciation, Interest & Tax 736.05 1,014.21

Finance Cost 141.53 54.92

Depreciation and Amortisation 701.84 594.71

Exceptional Items 14.83 35.00

Profit before Tax (122.16) 329.59

Provision for Tax (49.20) (144.73)

Profit/ (loss) for the Year (72.96) 474.32

Earnings Per Share (Equity shares, par value Rs. 10/-each)

Basic/Diluted (Rs. per share) (0.65) 4.21

Performance

The Management Discussion and Analysis forms part of the Annual Report.

Directors

Based on the requisitions received from a majority of shareholders holding more than 51% of the equity shares, Mr. Ram N Agarwal was appointed as Additional Director of the company with effect from 12th November, 2011 subject to the confirmation by members at the General Meeting.

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 2012, 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 2012 on a 'Going 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.

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. H V Gowthama, Mr. B R Ganesh and Mr. H K Nanjunda Swamy are due to retire by rotation.

Mr. H V Gowthama and Mr. B R Ganesh, being eligible for reappointment, offer themselves to be the Directors of the company. In view of their valuable contribution, your Board recommends their reappointment. Mr. H K Nanjunda Swamy has expressed his unwillingness to continue as a Director of the company. The Board places on record its appreciation for the services rendered during his tenure as a Director.

Public Deposits

Your Company has not accepted any deposits from the public during the year under review.

Research & Development

Since your company is mainly a solution provider, your company has not so far invested in Research and Development. However, your Board is considering of setting up of an in-house research and innovation team to help the growth of the business in the years to come.

Subsidiary Company

As on 31st March 2012, 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 ESOP. There is an ESOP Scheme 2011, available with the company approved by the members at the 16th General Meeting held on 27th September 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 2012-13. Suitable resolution is proposed in the notice sent to shareholders for the 17th 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 1, 2012 by way of issue of equity shares of the Company. The Scheme has been approved by the Shareholders and the Creditors of the Company and approval is pending with the Hon'ble High Court of Karnataka.

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

G H VISWESWARA WHOLE TIME DIRECTOR

Bangalore

Date: 11th August 2012

 
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