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Directors Report of WEP Solutions Ltd.

Mar 31, 2017

Dear Members,

The Directors are pleased to present 22nd Annual Report and the Company''s Audited Financial Statements for the Financial Year ended March 31, 2017.

Financial Performance

The Company''s financial performance, both Standalone and Consolidated, for the year ended March 31, 2017 is summarized below:

(Rs. in lakhs)

Particulars

Standalone

Consolidated

2016-17

2015-16

2016-17

2015-16

Revenue from Operations

7,801.84

8,890.47

7,856.39

8,935.22

Other Income

88.21

41.78

80.48

39.92

Total Revenue

7,890.05

8,932.25

7,936.87

8,975.14

Profit Before Depreciation, Interest and Taxes

1,068.86

951.05

1,014.45

924.25

Finance Cost

119.50

175.39

119.63

175.47

Depreciation and Amortization

774.04

619.78

798.58

638.71

Profit Before Tax

175.32

155.88

96.23

110.06

Provision for Tax

54.13

50.57

68.29

36.42

Profit / (Loss) for the Year

121.19

105.30

27.95

73.65

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

0.52

0.46

0.12

0.32

Consolidated Accounts

The Consolidated Financial Statement of your Company for the Financial Year 2016-17 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

M/s. WeP Digital Services Limited (Formerly known as eRM Solutions Private Limited) functioning as a 100% Subsidiary of WeP Solutions Limited has plans to foray in the digital space. The Company is moving towards being a ''Total Digital Solution Provider''. The name of the subsidiary company has been changed from M/s. eRM Solutions Private Limited to M/s. WeP Digital Services Limited with effect from 26th May, 2017 pursuant to the approval received from Registrar of Companies, Karnataka.

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 Section 129 (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 upto the date of Annual General Meeting as required under Section 136 of the Companies Act, 2013.

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 an 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 2016-17.

Unpaid / Unclaimed Dividends

During the year under review, the Ministry of Corporate Affairs notified provisions relating to unpaid / unclaimed dividends under Sections 124 and 125 of Companies Act, 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016.

As per the new Rules, dividends not encashed / claimed within seven years from the date of declaration are to be transferred to the Investor Education and Protection Fund (IEPF) Authority. The new IEPF Rules mandate companies to transfer shares of shareholders whose dividends remain unpaid / unclaimed for a continuous period of seven years to the Demat account of IEPF Authority. The shareholders whose dividend / shares are transferred to the IEPF Authority can now claim their dividend / shares from the Authority.

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 encashed their Dividend Warrants are requested to have them revalidated and encashed 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 21st Annual General Meeting on 22nd September, 2016) 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''s website www.wepsolutions.co.in.

Share Capital

During the year under review, the Company allotted 20,00,000 Equity Shares of Rs.10/- each issued at a premium of Rs.40/- per share to Non-Promoters on a preferential basis. Further during the year under review, the Company allotted 76,200 Equity Shares of Rs.10/- each pursuant to exercise of stock options under the Employees Stock Option Plan 2011. Consequently, the paid up equity share capital of the Company stood at Rs.25,07,96,720 consisting of 2,50,79,672 Equity Shares of Rs.10/- each.

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 (BSE) 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 21st Annual General Meeting held on Thursday, 22nd September 2016, Shareholders approved appointment of G H Visweswara as an Independent Director on the Board. We thank the Shareholders for their support in confirming G H Visweswara''s appointment at the Annual General Meeting held on Thursday, 22nd September, 2016.

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.

Prashee Agarwal, Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting. Prashee Agarwal, Non-Executive Director has confirmed her 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, Prashee Agarwal has requisite qualifications and experience which would be useful for your Company and would enable her to contribute effectively to your Company in her capacity as the Director of your Company.

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 structured questionnaire covering various aspects like functioning of the Board, processes followed at the meeting are in place. Similarly, for evaluation of individual Directors'' performance, the questionnaire covering various aspects like his/her profile, contribution in Board and Committee Meetings, execution and performance of specific duties, obligations, regulatory compliances are in place. Board Members have submitted their response for evaluating the entire Board, including Chairman of the Board.

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 Requirements) Regulations, 2015 the Company conducts the ''Familiarization Program'' when a new Independent Director joins the Board of the Company.

''Familiarization Program'' provide 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, organization 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 Disclosure 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 2016-17, 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 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

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 2017 is included in this report as Annexure -II and forms an integral part of this Report.

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 forms 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 21st Annual General Meeting of the Company until the conclusion of 26th Annual General Meeting, subject to ratification of their appointment at every Annual General Meeting.

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.

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 Auditors'' Report are self explanatory and do not call any further explanation from the Directors.

Cost Auditors

The Cost Audit Report for the Financial Year 2015-16 in respect of various products / service prescribed under Cost Audit Rules, 2011 was filed on 31st August, 2016.

Secretarial Auditors

Pursuant to the provision of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed S Kannan and Associates, Practicing Company Secretary, Bangalore (Firm Registration No.: S2017KR473100) 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, 2017 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 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 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 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 frauds 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 authorized, recorded and reported correctly. The Internal Auditors of the company M/s. Gnanoba & Bhat, Chartered Accountants, 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 Financial Year 2016-17, there has been no change in the Employees Stock Option Plan 2011 of the Company.

During the Financial Year 2016-17, 2,48,000 Options were granted to eligible employees of the Company under Employees Stock Option Plan 2011. During the year, 76,200 Options were exercised by the employees after vesting. Accordingly, the Company has made the allotment of 38,400 Equity Shares on 29th July 2016; 12,600 Equity Shares on 4th November 2016 and 25,200 Equity Shares on 23rd December 2016.

Pursuant to Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and as required under the Securities and Exchange Board of India Guidelines, the applicable disclosures as on 31st March 2017 is as tabulated below:

Options at the beginning of the period (1st April 2016)

5,04,000

Options granted during the period

2,48,000

Price Per Share (Rs.)

10

Pricing Policy

Face Value

Options Vested

80,700

Options Lapsed

2,83,500

Options available for exercise

80,700

Options Exercised

76,200

Total number of Shares arising as a result of exercise of Options

76,200

Variations of terms of Options

NIL

Money realized by exercise of Options

7,62,000

Total number of Options in force

3,92,300

In the 21st Annual General Meeting held on Thursday, 22nd September 2016 the Shareholders approved WeP Solutions Limited -Employees Stock Option Plan 2016 covering grant of 6,00,000 Options. During the year the company has not granted any options under WeP Solutions Limited - Employees Stock Option Plan 2016.

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 2016-17, 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.

Prevention of 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 2016-17, 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 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 Blowers 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 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, 2017 pursuant to the provisions of Companies Act, 2013 is furnished in Annexure - VI and is attached to this Report.

Depository Systems

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 96.24 % of the Issued Capital is held in electronic mode.

Listing Fees

In Compliance with Regulation 14 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Annual Listing fees for the Financial Year 2017-18 has been paid to Bombay Stock Exchange Limited (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 organization. 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 2016-17 and the Notice of 22nd 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 2016-17 and the Notice of 22 nd 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: 30th June, 2017 Ram N Agarwal

Place: Bengaluru Chairman and Managing Director


Mar 31, 2016

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


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


Mar 31, 2010

The Directors present the 15th annual report and the audited accounts of your Company for the year ended 31st March 2010.

Financial Highlights

(Rs. in lakhs)

2009-10 2008-09

Sales and services 34.14 18.84

Other income 21.47 12.31

Total income 55.61 31.15

Profit /(Loss) Before Depreciation,

Interest & Taxes (PBDIT) (59.62) (71.39)

Interest 0.08 0.19

Depreciation 3.91 2.14

Profit / (Loss) Before Tax (63.61) (73.72)

Provision for Tax 0.00 0.00

Net profit / (loss) before exceptional item (63.61) (73.72)

Profit on sale of investments 0.00 25.00

Net profit/(loss) after exceptional item (63.61) (48.72)

Earnings Per Share

Equity shares, par value Rs. 10/-each

Basic/Diluted (Rs. per share)

Before exceptional item (0.51) (0.59)

After exceptional item (0.51) (0.39)

Performance

During the year under review, income by way of sales and service increased by Rs. 15.31 lakhs. i.e. by 81% as compared to the sale and service income of 2008-09 .

One of customers of the company could not meet the commitments of the order before the end of the fiscal 2009-10. Hence, in spite of companys projections, 2009-10 did not result in a year of profit.

However, every effort was made to cut all possible expenses and the company could survive in spite of its poor financial and other resources.

To arrest further erosion of networth resulting from decline in business of the company, company is considering various options available to it under present circumstances.

Outlook

Matter on senior managements efforts in restructuring your company is available else where in this annual report. with this, directors are of the opinion that further erosion of net worth could be arrested and benefit of the listing status of the company can be enjoyed.

As the shareholders are already aware, the Directors have approved a scheme of arrangement, the highlights of which are as below:

1. Reduce existing 12,601,300 equity shares of Rs. 10/- each to new 790,993 equity shares of Rs. 10/- each. i.e. after reduction, one new equity share for every 15 existing shares. this is necessitated due to erosion in networth resulting from accumulated losses of the company.

2. Acquisition of Managed Printing solutions division of M/s WeP solutions India Limited, an unlisted public limited company by issue of 10,471,681 new equity shares of the company to the shareholders of the WeP solutions India Limited

3. April 1, 2010 being the appointed date for the scheme of arrangement.

Directors

Dr. A Prabhakar, one of the key promoters and founder of the company resigned as director with effect from 4th March 2010

Sri Shankar Jaganathan, eminent Chartered accountant was appointed as director with effect from 8th May 2010.

Sri H K Nanjunda Swamy, sri H V Gowthama and sri B R Ganesh retire by rotation at the forthcoming annual General Meeting and being eligible, offer themselves for reappointment. a brief profile of these directors is given in the Notice of the annual General Meeting.

Dividends

The Board has not recommended any dividend for the year ended March 31, 2010.

Corporate Governance

Your company adheres to all the mandatory recommendations laid down by the stock exchanges. a report on Corporate Governance is provided in this report. the auditors Certificate on compliance with the standards also forms part of this annual report.

Depository System

Equity shares of your company are compulsorily tradable in dematerialised form. your company has signed agreements with National securities Depository Limited and Central Depository services (India) Limited for dematerialisation of its equity shares. your company also offers the provision of transfer cum dematerialisation of shares.

Public Deposits

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

Research & Development

The company has not carried out any research activity during the year under review in view of limited resources available at its disposal.

Subsidiary Company

As on 31st March 2010, 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

As per Clause 12 of the SEBI (employee stock Option scheme and employee stock Purchase scheme) Guidelines, 1999 the details of the employees stock Option Plan during financial year 2009-10 i.e. as on 31st March 2010 are as below :

Options granted (as per 3,00,000 Options, each convertible

Datanet ESOP PH II) into an equity share of Rs. 10/-

each

The pricing formula The price fixed for these options is

Rs.10/- being the face value of shares and the amount paid by the Turst while purchasing the shares of the company.

Options vested during the year Nil

Options exercised during the year Nil

Options lapsed during the year Nil

Total Number of shares arising

out of exercise of options Nil

Variations of terms of options Not applicable

Money realised by exercise

of options Nil

Total number of options in

vested and in force 156,000

Employee wise details of options granted to :

i) Senior Management Sri. G H Visweswara - 125000

Smt. Yashoda Srinivas - 75000

Sri. Ravichandran - 40000

Smt. Shylaja - 20000

ii) Employees holding 5% or more Sri. G H Visweswara of the total number of options Smt. Yashoda Srinivas granted. Sri. Ravichandran

Smt. Shylaja

iii) Employees who were issued shares equal to or exceeding 1% of the issued capital Nil

Diluted earnings Per share (EPS) Not applicable pursuant to issue of shares on exercise of option calculated in accordance with international accounting standard (IAS) 33

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 2010, 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 profits of the company for the year under review;

(c) The directors had 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 had prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

Observations and remarks in the Audit report

With regard to observation regarding preparation of accounts on a going concern basis despite the erosion of net worth as at 31st March 2010, the appropriateness of which the auditors are unable to comment on in the absence of significant progress in the performance of the company, your directors are confident that the restructuring of your company will give better benefits to the shareholders in the long run.

With regard to observation about accumulated losses, year’s cash losses, delay and irregularity in remittance of statutory dues, the same are statements of facts.

Auditors

Auditors M/s CGs& Co., Chartered accountants retire at the ensuing annual General Meeting and being eligible offer themselves for re-appointment.

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

Employee relations remained cordial during the year. your directors take this opportunity to record their appreciation for the contribution of all employees of your company during the year. as on 31.03.2010, the employee strength of your company stood at 6.

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.

Acknowledgements

Your directors take this opportunity to thank all the investors, vendors, customers, banks and the governmental authorities for their support. your Directors wish to place on record their appreciation for the commitment and significant contribution made by the employees at all levels.

For and on behalf of the Board of Directors

Bangalore G H Visweswara

26th august 2010 Managing Director

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