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WEP Solutions Ltd.

BSE: 532373 Sector: Consumer
NSE: N.A. ISIN Code: INE434B01029
BSE 00:00 | 06 Feb 21.75 0.70
(3.33%)
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21.05

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22.10

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20.75

NSE 05:30 | 01 Jan WEP Solutions Ltd
OPEN 21.05
PREVIOUS CLOSE 21.05
VOLUME 7894
52-Week high 30.70
52-Week low 19.00
P/E 27.19
Mkt Cap.(Rs cr) 79
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 21.05
CLOSE 21.05
VOLUME 7894
52-Week high 30.70
52-Week low 19.00
P/E 27.19
Mkt Cap.(Rs cr) 79
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

WEP Solutions Ltd. (WEPSOLUTIONS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present 27th Annual Report andthe Company's Audited Financial Statements for the Financial Year ended March 312022.

Financial Performance

The Company's financial performance for the year ended March 312022is summarised below:

(Rs in Lakhs)

Particulars 2021-22 2020-21*
Revenue from Operations 11079.98 6448.76
Other Income 91.33 46.14
Total Revenue 11171.31 6494.90
Profit / Loss Before Depreciation Interest and Taxes 1383.07 1116.72
Finance Cost 96.82 139.43
Depreciation and Amortisation 911.04 1101.52
Profit / Loss Before Tax 375.21 (124.23)
Provision for Tax 116.11 (12.80)
Other Comprehensive Income 3.93 3.23
Profit / (Loss) for the Year 263.02 (108.20)
Earnings Per Share (Equity share par value Rs. 10/- each) Basic / Diluted (Rs. per share) 0.72 (0.42)

*Consolidated figures - Refer Note No. 43 in notes to account.

Subsidiary Company

The Board of Directors of the Company at its meeting held on 28thDecember 2020 considered and approved a Scheme of Amalgamation ("Scheme")pursuant to sections 230 to 232 and other relevant provisions of the Companies Act 2013providing for the merger of its wholly owned subsidiary WeP Digital Services Limited -("Transferor Company") with WeP Solutions Limited ("TransfereeCompany").

The Bengaluru Bench of Hon'ble National Company Law Tribunal approvedthe merger of its wholly owned subsidiary WeP Digital Services Limited - ("TransferorCompany") with WeP Solutions Limited ("Transferee Company") vide orderdated 25th March 2022. The effective date of the Scheme is 1st April2021.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review asstipulated under Regulation 34(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended is presented in a separate section formingintegral part of this Annual Report.

Dividend and Reserves

Your Directors are pleased to recommend a Final Dividend of Rs. 0.50/-per Equity Share of Face Value of Rs. 10/- for the year ended 31st March 2022.The Final Dividend subject to the approval of Members at the Annual General Meeting on 1stSeptember 2022 will be paid to the Members whose names appear in the Register of Membersas on the Cut of Date i.e. Thursday 25th August 2022. In view of the changesmade under the Income-Tax Act 1961 by the Finance Act 2020 dividends paid ordistributed by the Company shall be taxable in the hands of the Shareholders. Your Companyshall accordingly make the payment of the Final Dividend after deduction of tax atsource.

Your Directors do not propose to transfer any amount to the generalreserve.

Unpaid / Unclaimed Dividends

In accordance with the provisions of Sections 124 and 125 of the Actand Investor Education and Protection Fund (Accounting Audit Transfer and Refund) Rules2016 (‘IEPF Rules') dividends not encashed / claimed within seven years from the dateof declaration are to be transferred to the Investor Education and Protection Fund(‘IEPF') Authority.

The IEPF Rules mandate Companies to transfer shares of Members whosedividends remain unpaid / unclaimed for a continuous period of seven years to the demataccount of IEPF Authority. The Members whose dividend / shares are transferred to the IEPFAuthority can claim their shares / dividend from the Authority. In accordance with thesaid IEPF Rules and its amendments the Company had sent notices to all the Shareholderswhose shares were due to be transferred to the IEPF Authority and simultaneously publishednewspaper advertisement.

In terms of the provisions of Investor Education and Protection Fund(Accounting Audit Transfer and Refund) Rules 2016 / Investor Education and ProtectionFund (Awareness and Protection of Investors) Rules 2001 Rs. 907614/- unpaid /unclaimed dividends and 572726 Equity Shares were transferred during the financial year2021-22 to the Investor Education and Protection Fund.

The due date for transfer of unpaid dividend to Investor Education andProtection Fund (IEPF) is given in the Corporate Governance Report. The shareholders arerequested to verify their records and claim their unclaimed dividends for the past yearsif not claimed.

The Company has appointed a Nodal Officer under the provisions of IEPFthe details of which are available on the website of the Company at www.wepdigital.com.

The details of the consolidated unclaimed / unpaid dividend as requiredby the Investor Education and Protection Fund (Uploading of information regarding unpaidand unclaimed amounts lying with companies) Rules 2012 for all the unclaimed/ unpaiddividend accounts outstanding as on 31st March 2022 in terms of the Ministry ofCorporate Affairs Notification No.G.S.R 352(E) dated May 10 2012 has been uploaded on theCompany's website www.wepdigital.com.

Share Capital

During the period under review the Company had issued 9868640 EquityShares of Face Value of Rs. 10/- each for cash at par aggregating to Rs. 986.86 lakhs tothe existing equity shareholders of our company on rights basis in the ratio of 3 equityshares for every 8 fully paid equity shares held by the existing shareholders on therecord date i.e. on March 12 2021. The issue price of each equity share was 1 time tothe face value of the Equity Share. The Issue opened on March 24 2021 and closed on April19 2021. Final Net Subscription was 124.38 % of Rights Issue Size after removingtechnical rejection cases.

Further the Company has issued and allotted 27600 Equity Shares ofRs. 10/- each at an exercise price of Rs. 10/- per share to the eligible employeespursuant to exercise of stock options granted under Employee Stock Option Plan 2011 andEmployee Stock Option Plan 2016.

Consequently the Paid-up Equity Share Capital of the Company as on 31stMarch 2022 stood at Rs. 362126120/- consisting of 36212612 Equity Shares of Rs. 10/-each.

Public Deposit

During the year under review your Company has not accepted any depositwithin 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) orre-enactment(s) for the time being in force.)

Corporate Governance

Pursuant to Regulation 27 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended your company adheres to all the CorporateGovernance Code as prescribed by the Bombay Stock Exchange and Securities and ExchangeBoard of India (SEBI).

A detailed Corporate Governance Report is made a part of this AnnualReport. A certificate from Practicing Company Secretary regarding Compliance of theconditions of Corporate Governance as stipulated in Regulation 27 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended is attached to thisreport.

Board of Directors

Company's Policy relating to appointment / re-appointment of DirectorsPayment of Managerial Remuneration Induction Performance Evaluation and other relatedmatters are as mentioned below:

A. Inductions

Pursuant to the recommendation of Nomination and Compensation Committeeand the Board of Directors of the Company at the 26th Annual General Meetingof the Company held on September 20 2021 the members approved the resolution forappointment of Vandana Malaiya and Shruti Agarwal as an Independent Director w.e.f 28thMay 2021.

The Board of Directors (based on recommendation of Nomination andCompensation Committee) has appointed Mr. Ashok Tripathy (DIN: 09564236) as an AdditionalDirector of the Company under Section 161(1) of the Companies Act 2013 with effect fromJune 3 2022. In terms of Section 161(1) of the Companies Act 2013 Mr. Ashok Tripathyholds office up to the date of ensuing Annual General Meeting and is eligible forappointment as Director.

Pursuant to the provisions of Section 196 197 and 203 the Board hasalso appointed Mr. Ashok Tripathy as the Managing Director and CEO of the Company for aperiod of 3 years with effect from June 3 2022 upto June 2 2025 subject to theapproval of members at the ensuing Annual General Meeting.

At the 26th Annual General Meeting of the Company held on September 202021 the members of the Company had approved the re-appointment of Mr. Ram N Agarwal(DIN: 00006399) as Managing Director and Chairman not liable to retire by rotation for aperiod of two (2) years with effect from February 16 2021.

Pursuant to the appointment of Mr. Ashok Tripathy (DIN: 09564236) asManaging Director and CEO of the Company by the Board at their meeting held on June 32022 Mr. Ram N Agarwal relinquished his position of Managing Director. Pursuant to therelinquishment of the position of Managing Director he has been re-designated and shallcontinue to be the Chairman and Non-Executive Non-Independent Director of the Companyliable to retire by rotation with effect from June 3 2022 subject to the approval ofmembers at the ensuing Annual General Meeting.

Dr. A L Rao was appointed as a Non-Executive Non Independent Directoron the Board of the Company liable to retire by rotation and the same was approved by theMembers of the Company at their Annual General Meeting held on 20th September2021.

Regulation 17 (1A) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI LODRRegulations") provides that no listed entity shall appoint a person or continue theDirectorship of any person as a Non-Executive Director who has attained the age ofseventy-five years unless a special resolution is passed by the members.

Dr. A L Rao will attain the age of 75 years on 6th September2023. Accordingly to comply with the provisions of Regulation 17(1A) of the SEBI LODRRegulations approval of members is sought at the ensuing Annual General Meeting throughSpecial Resolution.

B. Retirement by Rotation and Subsequent Re-appointment

Pursuant to Sections 149 152 and other applicable provisions if anyof the Companies Act 2013 one third of such of the Directors as are liable to retire byrotation shall retire every year and if eligible offer themselves for re-appointment atevery Annual General Meeting.

Dr. A. L Rao is liable to retire by rotation at the ensuing AnnualGeneral Meeting. Dr. A. L Rao has confirmed his eligibility and willingness to accept theoffice of the Director of your Company if confirmed by the Members at the ensuing AnnualGeneral Meeting. In the opinion of your Directors Dr. A L Rao has requisitequalifications and experience which would be useful for your Company and would enable himto contribute effectively to your Company in his capacity as the Director of your Company.

In accordance with the provisions of the Companies Act 2013 read withthe Rules issued thereunder the Listing Regulations as amended and the Articles ofAssociation of the Company the Independent Directors and the Managing Director Wholetime director of the Company are not liable to retire by rotation.

C. Re-appointment

Pursuant to the provisions of Sections 149 and 152 read with ScheduleIV and all other applicable provisions if any of the Companies Act 2013 and the Rulesmade there under G H Visweswara was re-appointed at the 26th Annual GeneralMeeting held on 20th September 2021 for the second term of 5 years w.e.f 21stSeptember 2021. In accordance with the provisions of Section 196 197 and 203 read withSchedule V and other applicable provisions if any of the Companies Act 2013 andCompanies (Appointment and Remuneration of Management Personnel) Rules 2014 (includingany statutory modification(s) thereof for the time being in force) and Clauses ofArticles of Association of the Company as amended from time to time Ram N Agarwal wasre-appointed at the 26th Annual General Meeting held on 20thSeptember 2021 as the Chairman and Managing Director for a period of 2 years w.e.f 16thFebruary 2021.

D. Resignation of Director

During the year under review there was no resignation from any memberfrom the Board.

E. Performance Evaluation of Director

Pursuant to the provisions of the Companies Act 2013 and Regulation 25of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 performanceevaluation of the Board its Committees and individual Directors was conducted.

A separate meeting of the Independent Directors was convened whichreviewed the performance of the Board as a whole the Non-Independent Directors and theChairman of the Company against the objectives set at the beginning of the year.

Board Evaluation

In compliance with the Act and Listing Regulations the Board carriedout an annual evaluation of its performance as well as of the working of its committeesand individual Directors including Chairman of the Board. This exercise was carried outthrough a structured questionnaire prepared separately for the Board Committees andIndividual Directors. Performance evaluation of Executive Chairman and Managing Directorwas carried out by Independent Directors at a separate meeting.

The Board's functioning was evaluated on various aspects includinginter alia structure of Board strategy meetings of the Board stakeholders value andresponsibility performance management information management governance and complianceperformance parameters. The Directors were evaluated on aspects such as strategyfunction ethics and values team player self development and other general criteria.

The Committees of the Board were evaluated on aspects such as mandatecomposition and terms of reference of the Committees reviews and decision making coregovernance and compliance as a whole.

The performance evaluations of the Independent Directors were carriedout by the entire Board excluding the Director being evaluated. The performanceevaluation of the Chairman and the Non-Independent Directors were carried out by theIndependent Directors who also reviewed the performance of the Board as a whole.

F. Committees of the Board

The details of the powers functions composition and meetings of theCommittees of the Board held during the year are given in the Report on CorporateGovernance section forming part of this Annual Report.

G. Independent Directors? Declaration

Independent Directors have submitted a declaration that each of themmeets the criteria of independence as provided in Section 149(6) of the Companies Act2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (including any statutory modification(s) or re-enactment(s) thereof forthe time being in force).

Further there has been no change in the circumstances which may affecttheir status as ‘Independent Director' during the year under review.

H. Familiarization Program for Independent Directors

Pursuant to Regulation 25(7) Regulation 46(2)(i) and Chapter IV of theSEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 the Companyconducts the ‘Familiarization Program' when a new Independent Director joins theBoard of the Company.

‘Familiarization Program' provide an opportunity to theIndependent Directors to interact with the senior leadership team of the Company and helpthem to understand their roles rights and responsibilities Company's strategy businessmodel operations service and product offerings markets organization structurefinance human resources technology quality facilities and risk management and suchother areas as may arise from time to time. The details of the ‘FamiliarizationProgram' have also been uploaded on the website of the Company at www.wepdigital.com.

I. Statutory Disclosures

None of the Directors of your company are disqualified as per theprovisions of section 164(2) of the Companies Act 2013. Your Directors have madenecessary disclosure as required under various provisions of section 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 2013with respect to the Directors' Responsibility Statement it is hereby confirmed that:

a) In the preparation of the annual accounts for the Financial Year2021-22 the applicable accounting standards had been followed and there are no materialdepartures;

b) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

c) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of CompaniesAct 2013 for safeguarding the assets of the company and for preventing and detecting fraudand other irregularities;

d) The Directors had prepared the annual accounts on a going concernbasis;

e) The Directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and

f) The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Material Changes and Commitments

No material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial statements to which this financialstatements relate on the date of this report.

Conservation of Energy Technology Absorption and Foreign ExchangeEarnings / Outgo

The information pertaining to conservation of energy technologyabsorption foreign exchange earnings and outgo as required under Section 134(3) (m) ofthe Companies Act 2013 read with rule 8(3) of the Companies (Accounts) Rules 2014 isfurnished in Annexure I forms an integral part of this report.

Number of Meetings of the Board

The Board met Four times during the Financial Year 2021-22 the detailsof which are given in the Corporate Governance Report that forms part of this AnnualReport. The intervening gap between any two meetings was within the period prescribed bythe Companies Act 2013.

Annual Return

As required under Sections 92(3) of the Companies Act 2013 read withthe Companies (Management and Administration) Rules 2014 (As Amended) the Annual Returnin Form MGT 7 for Financial Year 2021-22 is available on the Company's website atwww.wepdigital.com.

Investor Education and Protection Fund (IEPF)

A detailed disclosure with regard to the IEPF related activitiesundertaken by your Company during the year under review forms part of the Report onCorporate Governance.

Credit Rating

During the year under review the Company has sustained its Long TermCredit Rating of BWR BBB Minus (Stable). The moderate credit rating of Triple B Minus(BBB-) awarded by M/s. Brickwork Ratings India Private Limited reflects the moderatedegree of safety regarding timely servicing of financial obligations. The Company's shortterm credit rated as BWR A3 by M/s. Brickwork Ratings India Private Limited has also beenreaffirmed.

Corporate Social Responsibility Initiatives

Pursuant to Section 135 of the Companies Act 2013 the Company is notcovered under the said provisions. Hence the Company has not developed and implemented anyCorporate Social Responsibility initiatives during the period under review.

Particulars of Loans Guarantees and Investments

Loans guarantees and investments covered under Section 186 of theCompanies Act 2013 form part of the notes to the financial statements provided in thisAnnual Report.

Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the Companies Act 2013and rules framed thereunder M/s. Guru & Jana Chartered Accountants Bengaluru (FirmRegistration Number: 006826S) were appointed as the Statutory Auditors of the Company inthe 26th Annual General Meeting of the Company for a period of 2 years w.e.f 20thSeptember 2021.

The Report given by the Auditors on the financial statement of theCompany is part of this Report. There has been no qualification reservation adverseremark or disclaimer given by the Auditors in their Report.

The Statutory Auditors have not reported any incident of fraud to theAudit Committee of the Company in the year under review. The observations of the Auditortogether with notes to accounts referred to in the Auditors' Report are self explanatoryand do not call any further explanation from the Directors.

Cost Auditors

As per Section 148 of the Act read with Companies (Cost Records andAudit) Rules 2014 the Board of Directors of the Company based on recommendation of theAudit Committee has appointed M/s. Rao Murthy & Associates Cost Accountants (FirmRegistration No.: 000065) to audit the cost accounts of the Company for the Financial Year2022-23.

In terms of the provisions of Section 148(3) of the Act read with Rule14(a)(ii) of the Companies (Audit and Auditors) Rules 2014 the remuneration payable tothe Cost Auditor is required to be ratified by the Members accordingly a resolutionseeking ratification by the Members for the remuneration is listed in the AGM Notice asSpecial Business.

The Cost Auditors has certified that their appointment is within thelimits of Section 141(3)(g) of the Act and that they are not disqualified from appointmentwithin the meaning of the said Act.

Secretarial Auditor

Pursuant to the provisions of the Section 204 of the Act and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors had appointed S Kannan and Associates Practicing Company Secretary Bengaluru(Firm Registration No.: S2017KR473100) to undertake the Secretarial Audit of your Companyfor the Financial Year 2021-22. The Secretarial Audit Report for the Financial Year ended31st March 2022 in Form MR 3 is presented in Annexure II attachedto this report. The Report does not contain any qualifications reservation or adverseremarks or disclaimers.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2021-22 forall the applicable compliances as per Securities and Exchange Board of India andcirculars/guidelines issued thereunder. The Annual Secretarial Compliance Report pursuantto SEBI Circular No CIR/CFD/CMD1/27/2019 dated February 8 2019 has been taken from SKannan Practicing Company Secretary and the Secretarial Auditor of the Company.

Compliance with Secretarial Standards

During the year under review your Company has complied with theapplicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Related Party Transactions

All transactions entered with Related Parties for the year under reviewwere on arm's length basis and in the ordinary course of business and that the provisionof Section 188(1) of the Companies Act 2013 are not attracted.

During the year under review the Company has not entered into anyContract / arrangement / transactions with related parties will qualify as material inaccordance with the policy of the Company on materiality of related party transactions.

Further there are no material related party transactions during theyear under review with the Promoters Directors and Key Managerial Personnel. RelatedParty Transactions are placed before the Audit Committee and the Board for review andapproval on annual basis.

Form AOC 2 pursuant to clause (h) of Section 134(3) of theCompanies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014 is furnished in AnnexureIII attached to this report.

The Policy to determine materiality of related party transactions anddealing with related party transactions as approved by the Board of Directors is availableon the Company's website www.wepdigital.com.

Risk Management

The Company has a well-defined process in place to ensure appropriateidentification and treatment of risks. The identification of risks is done at strategicbusiness operational and process level. While the mitigation plan and actions for risksbelonging to strategic business and key critical operational risks are driven by seniorleadership for rest of the risks operating managers drive the conception and subsequentaction and mitigation plan.

The key strategic business and operational risks which are significantin terms of their impact to the overall objectives of the Company along with status of themitigation plans are periodically presented and discussed in the Audit Committee meetings.Inputs from the Committee are duly incorporated in the action plans. All significant risksare well integrated with functional and business plans and are reviewed on a regular basisby the senior leadership.

Internal Financial Control System and Adequacy

According to Section 134(5)(e)of the Companies Act 2013 the termInternal Financial Control (IFC) means the policies and procedures adopted by the companyfor ensuring the orderly and efficient conduct of its business including adherence tocompany's policies safeguarding of company's assets the prevention and detection offrauds and errors the accuracy and completeness of accounting records and timelypreparation of reliable financial information.

The Company's internal control systems are commensurate with its sizeand the nature of its operations. The Company has well placed proper and adequateInternal Financial Control (IFC) which ensures that all assets are safeguarded andprotected and that the transactions are authorized recorded and reported correctly. TheInternal Auditors of the Company M/s. Gnanoba & Bhat Chartered Accountants Bengaluruindependently evaluate the adequacy of internal controls and concurrently audit themajority of the transactions in value terms.

Independence of audit is ensured by direct reporting of the InternalAuditors to the Audit Committee of the Board.

During the year the Internal Auditors have also been engaged forproviding assistance in improving Internal Financial Control (IFC) framework.

Significant and Material Orders Passed by the Regulators or Courts

During the year under review no significant material orders werepassed by the Regulators or Courts or Tribunals impacting the going concern status andyour Company's operations.

Employee Stock Option Plan

The Company has Employee Stock Option Plan 2011 and Employees StockOption Plan 2016 which is administered by the Nomination and Compensation Committee forthe benefit of employees. During the Financial Year 2021-22 there has been no change inthe Employee Stock Option Plan 2011 and Employees Stock Option Plan 2016 of the Company.During the Financial Year 2021-22 27600 Equity Shares Options were exercised by theemployees.

The Company from time to time provides share-based payments to itsemployees. These payments are provided in the form of stock options that can be exercisedonce the employee has completed specified service term with the Company. All share-basedemployee payments will be settled in Equity Shares. Pursuant to Rule 12 of the Companies(Share Capital and Debentures) Rules 2014 and as required under the Securities andExchange Board of India Guidelines the applicable disclosures as on 31st March2022 is as tabulated below:

Particulars ESOP Plan 2011 ESOP Plan 2016
Date of Shareholders' Approval 27th September 2011 22nd September 2016
Total number of Options approved under the scheme 600000 600000
Vesting Schedule
On Completion of 12 months from the date of Grant of Options 30% 30%
On Completion of 24 months from the date of Grant of Options 30% 30%
On Completion of 36 months from the date of Grant of Options 40% 40%
Exercise Price Rs. 10 per share Rs. 10 per share
Exercise Period 5 Years from the date of vesting 5 Years from the date of vesting
Option movements during the year
Options outstanding at the beginning of the year 117500 250000
Options granted during the year 150000 239000
Options Lapsed during the year 26700 132000
Options vested and available for exercise 63200 137000
Options exercised during the year 27600 -
Variations of terms of Options None None
Money realised by exercise of Options (in Lakh) 2.76 -
Total number of Options in force as at the end of the year 213200 357000
Vested and available for exercise 63200 137000
Unvested 150000 220000

Vigil Mechanism / Whistle Blower Policy

Your Company's Vigil Mechanism provides a formal mechanism to theDirectors and Employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of Directors and Employees whoavail of the mechanism and also have provided them direct access to the Chairperson of theAudit Committee. It is affirmed that no personnel of the Company has been denied access tothe Audit Committee.

During the year under review no employee was denied access to theAudit Committee. During the Financial Year 2021-22 Company has received NIL complaint.The Whistle Blower Policy as approved by the Board of Directors is available on theCompany's website www.wepdigital.com.

Prevention of Sexual Harassment of Women at Workplace

The Company has in place a Prevention of Sexual Harassment Policy inline with requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. All employees (permanent contractual temporarytrainees) are covered under this policy. Internal Complaints Committee has been set upacross locations in India to redress complaints received regarding sexual harassment. Thecases reported to such Committee are investigated by the respective Committee members andthe detailed report thereon is presented to the Board of Directors on a regular basis.

The Company has zero tolerance for sexual harassment at workplace andhas adopted a policy on prevention prohibition and redressal of sexual harassment ofwoman at workplace and to provide a platform for redressal of complaints and grievancesagainst sexual harassment. During the Financial Year 2021-22 Company has not received anycomplaint on sexual harassment.

Research and Development

WeP has dedicated Research & Development team focused on RetailPrinter and Application Specific Printer products solutions. WeP R&D has completein-house facility for executing projects from concept to product involving variousengineering domains like Electro Magnetics Power Electronics Thermal and Vibration. WePwith rich experience in design and development of mechatronics products has delivered 320varieties of products. WeP design team has delivered products that deal with dynamics ofmechanical components and its behavioral study with electronics for all extreme conditionsand adherence to the International Standards and Certifications. R&D team has executedseveral application specific printer projects for Voting Machine Petrol Bunk RetailAutomation Pharmacy and Dairy Segments.

Policies of Company

Your Company has posted the below mentioned policies on its websitewww.wepdigital.com under the heading ‘Investor Corner'.

a) Code of Conduct for Directors and Senior Management Personnel

b) Whistle Blower's Policy

c) Prevention of Sexual Harassment Policy

d) Related Party Transaction Policy

e) Compensation Policy

f) Risk Management Policy

g) Internal Code for Prevention of Insider Trading

h) Policy for Determining Material Subsidiaries

i) Policy for Determining Materiality of Event or Information

j) Policy for Preservation of Documents

k) Familiarization Program for Independent Director

Particulars of Employees

The information required pursuant to Section 197 of Companies Act 2013read 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. TheCompany is not having any employee drawing remuneration exceeding the limits as specifiedunder the Companies Act 2013. The applicable disclosures as on 31st March 2022pursuant to the provisions of Companies Act 2013 is furnished in Annexure IV andis attached to this report.

Depository System

The Company's shares are tradable compulsorily in electronic mode. InIndia there are two depositories i.e. National Securities Depositories Limited (NSDL) andCentral Depository Services (India) Limited (CDSL). To facilitate trading in DEMAT form;Company has established connectivity with both the depositories. Currently about 98.88% ofthe Issued Capital is held in electronic mode.

Statutory Information and other Disclosures

There has been no change in the nature of business of the Companyduring the year under review.

Listing Fees

The Company confirms that it has paid the Annual Listing Fees for theFinancial Year 2021-22 to the Bombay Stock Exchange Limited (BSE).

Human Resources

As a part of company's drive to continue to nurture talent yourcompany has developed structured HR policies and programs in the area of resourcingperformance management system and competency based training and development and talentmanagement to support the current and future need of the organization. Your Directors takethis opportunity to record their appreciation for the contribution of all employees ofyour company during the year.

Industrial Relations

Your company has always considered its workforce as its valuable assetsand continues to invest in their excellence and development programs. Your company hastaken several initiatives for enhancing employee engagement and satisfaction. Your companymaintains healthy cordial and harmonious industrial relation at all levels. Theindustrial relation in all respect to all other manufacturing facilities and divisions ofyour company is normal.

Green Initiative

Your Company is concerned about the environment and utilities naturalresources in a sustainable way. The Ministry of Corporate Affairs (MCA) Government ofIndia through its circular Nos. 17/2011 and 18/2011 dated 21st April 2011 and29th April 2011 respectively has allowed the companies to send officialdocuments to their shareholders electronically as part of its green initiatives incorporate governance.

Recognising the spirit of the circular issued by the MCA we aresending the documents like Notice convening the General Meetings Financial StatementsDirectors' Report Auditors' Report and other documents to the e-mail address provided byyou with the relevant depositories. We request you to update your mail address with yourdepository participants to ensure that the Annual Report and other documents reach you onyour preferred mail.

Acknowledgments

Your Directors wish to convey their gratitude at place on record theirappreciation for all the employees at all levels for their hard work solidaritycooperation and dedication during the year.

Your Directors sincerely convey their appreciation to CustomersShareholders Vendors Bankers Business Associates Regulatory and Government authoritiesfor their continued support and cooperation.

For and on Behalf of the Board of Directors
Date: 29th July 2022 Ram N Agarwal
Place: Bengaluru Chairman and Non-Executive Director

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