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WEP Solutions Ltd.

BSE: 532373 Sector: Consumer
NSE: N.A. ISIN Code: INE434B01029
BSE 00:00 | 04 Aug 17.85 -0.60
(-3.25%)
OPEN

17.55

HIGH

18.05

LOW

17.50

NSE 05:30 | 01 Jan WEP Solutions Ltd
OPEN 17.55
PREVIOUS CLOSE 18.45
VOLUME 4945
52-Week high 33.40
52-Week low 12.00
P/E 892.50
Mkt Cap.(Rs cr) 47
Buy Price 17.50
Buy Qty 100.00
Sell Price 20.00
Sell Qty 100.00
OPEN 17.55
CLOSE 18.45
VOLUME 4945
52-Week high 33.40
52-Week low 12.00
P/E 892.50
Mkt Cap.(Rs cr) 47
Buy Price 17.50
Buy Qty 100.00
Sell Price 20.00
Sell Qty 100.00

WEP Solutions Ltd. (WEPSOLUTIONS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present 24th Annual Report and the Company'sAudited Financial Statements for the Financial Year ended March 31st 2019.

Financial Performance

The Company's Financial Performance both Standalone and Consolidated for the yearended March 31st 2019 is summarised below:

(Rs. in lakhs)

Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Revenue from Operations 7391.12 7983.74 7669.73 8072.69
Other Income 91.32 88.89 85.80 57.32
Total Revenue 7482.45 8072.63 7755.53 8130.01
Profit / Loss Before Depreciation Interest and Taxes 1162.92 1233.38 891.33 879.56
Finance Cost 106.76 94.36 107.22 94.61
Depreciation and Amortisation 1075.19 936.76 1106.47 962.68
Profit/Loss Before Tax (19.03) 202.25 (322.35) (177.74)
Provision for Tax (1.89) 62.33 (8.58) (30.48)
Other Comprehensive Income (2.21) 0.89 (1.16) 0.57
Profit / (Loss) for the Year (21.41) 140.82 (314.94) (146.69)
Earnings Per Share (Equity share par value Rs. 10/-each) Basic / Diluted (Rs. per share) (0.07) 0.56 (1.23) (0.59)

Consolidated Accounts

In accordance with the provisions of Companies Act 2013 (hereinafter referred to as"the Act") Regulation 33 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as"Listing Regulations") and applicable Accounting Standards your Companyannounces its consolidated financial statements on a quarterly basis. The AuditedConsolidated Financial Statements of the Company for the Financial Year 2018-19 togetherwith the Auditors' Report form part of this Annual Report

Subsidiary Company

During Financial Year 2018-19 there has been no change in the Company's Subsidiary.During the year the Board of Directors ('the Board') reviewed the affairs of thesubsidiary. A statement containing the salient features of financial statements of theSubsidary Company in the prescribed Form AOC - 1 forms a part of Consolidated FinancialStatements (CFS) in compliance with Section 129 (3) and other applicable provisions ifany of the Act read with Rule 5 of the Companies (Accounts) Rules 2014 is included inthis report as Annexure - III.

In accordance with Section 136 of the Act the Financial Statements of the subsidiaryare available for inspection by the members at the Registered Office of the Company duringbusiness hours on all days except Saturdays Sundays and public holidays upto the date ofthe Annual General Meeting. Any member desirous of obtaining a copy of the said FinancialStatements may write to the Company Secretary at the Registered Office of the Company. TheFinancial Statements including the CFS and all other documents required to be attached tothis report have been uploaded on the website of the Company at www.wepsolutions.co.in.

The Company has in accordance with the amendments to Listing Regulations revised thePolicy for determining material subsidiaries. The said policy may be accessed on thewebsite of the Company at www.wepsolutions.co.in. As on 31st March 2019 theCompany has no material Subsidiary Company.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review as stipulated underRegulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as amended is presented in a separate section forming integral part of this AnnualReport.

Dividend and Reserves

In order to conserve the available resources for future the Board of Directors of theCompany have not recommended any Dividend for the Financial Year 2018-19.

Unpaid / Unclaimed Dividends

Pursuant to applicable provisions of the Companies Act 2013 read with the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 (Rules) all unpaid or unclaimed dividends are required to be transferred by theCompany to the Investor Education and Protection Fund (IEPF) established by the CentralGovernment after completion of seven years from the date of transfer to UnclaimedDividend Account on the Company.

Further according to the Rules the shares in respect of which dividend has not beenpaid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the Demat Account of the IEPF Authority. The said requirement does notapply to the orders of Court Tribunal or Statutory Authority restraining transfer of theshares.

The due date for transfer of unpaid dividend to Investor Education and Protection Fund(IEPF) is given in the Corporate Governance Report. The shareholders are requested toverify their records and claim their unclaimed dividends for the past years if notclaimed.

The details of the consolidated unclaimed/unpaid dividend details as required by theInvestor Education and Protection Fund (Uploading of information regarding unpaid andunclaimed amounts lying with companies) Rules 2012 for all the unclaimed / unpaiddividend accounts outstanding (upto the date of 23rd Annual General Meeting on20th September 2018) in terms of the Ministry of Corporate AffairsNotification No.G.S.R 352(E) dated May 10 2012 has been uploaded on the Company's websitewww.wepsolutions.co.in

Share Capital

During the year under review the Company allotted 86700 Equity Shares of Rs. 10/-each pursuant to exercise of stock options under the Employees Stock Option Plan 2011 andthe Employees Stock Option Plan 2016.

Conversion of Warrants issued and allotted to M/s. WeP Peripherals Limited - Promoteron Preferential Basis under the provisions of Chapter VII of the SEBI (ICDR) Regulations2009 as amended and Section 62 and 42 of the Companies Act 2013 (including the rulesmade thereunder.)

The Board had issued and approved the allotment of 1000000 Warrants Convertible intoEquity to M/s. WeP Peripherals Limited - Promoter on 28th December 2017 onPreferential Basis under the provisions of Chapter VII of the SEBI (ICDR) Regulations2009 as amended and Section 62 and 42 of the Companies Act 2013 (including the rulesmade thereunder).

During the Financial Year 2018-19 the Board of Directors on 4th August2018 approved the allotment of 400000 Equity Shares of Rs. 10/- each upon partialconversion of the Convertible Warrants into equity as earlier issued and allotted on 28thDecember 2017. Further 600000 Equity Shares of Rs. 10/- each were allotted on 14thMarch 2019 upon balance conversion of the Convertible Warrants as earlier issued andallotted on 28th December 2017.

Consequently the Paid up Equity Share Capital of the Company stood at Rs. 262092720consisting of 26209272 Equity Shares of Rs. 10/- each.

Public Deposit

During the year under review your Company has not accepted any deposit within themeaning of Section 73 and 74 of the Companies Act 2013 read with the Companies (Acceptanceof Deposit) Rules 2014 (including any statutory modification(s) or re-enactment(s) forthe time being in force.)

Corporate Governance

Pursuant to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended your company adheres to all the Corporate Governance Code asprescribed 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. Acertificate from Practicing Company Secretary regarding Compliance of the conditions ofCorporate Governance as stipulated in Regulation 27 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended is attached to this report.

Board of Directors

Company's Policy relating to appointment / re-appointment of Directors Payment ofManagerial Remuneration Induction Performance Evaluation and other related matters areas mentioned below:

A. Inductions

Pursuant to the provisions of Sections 149 and 152 read with Schedule IV and all otherapplicable provisions if any of the Companies Act 2013 and the Rules made there underH V Gowthama was appointed as an Independent Director in the Annual General Meeting heldon 23rd September 2014 to hold office for a term up to five consecutive years.

Subsequently H V Gowthama resigned from the Board and the Committees of the Board w.e.f25th June 2018. Further he was re-appointed on the Board w.e.f 14thNovember 2018 as an Additional Director designated as Independent Director.

Based on his performance evaluation and recommendation of Nomination and CompensationCommittee and in terms of the provisions of Sections 149 150 152 read with Schedule IVand all other applicable provisions of the Act and the Listing Regulations and as per theArticles of Association of the Company H V Gowthama is eligible for appointment asIndependent Directors and has offered himself for the said appointment. The Board ofDirectors recommends the proposal to appointment of H V Gowthama as Independent Directorfor a term as mentioned in the respective special resolution.

Further as per the Regulation 17(1A) of the Listing Regulations appointment orcontinuation of a Non- Executive Director after attaining age of 75 years also requiresapproval of Members of the Company by way of Special Resolution. H V Gowthama shall attainage of 75 (seventy five) years during the proposed second term and in view of the sameBoard of Directors recommends passing of Special Resolutions for his continuation asDirector.

The Company has received notice under Section 160 of the Companies Act 2013 from H VGowthama signifying his candidature as an Independent Director of the Company. The Companyhas also received a declaration of Independence from him.

In the opinion of the Board Independent Directors fulfills the conditions specifiedunder the Act the Companies (Appointment and Qualification of Directors) Rules 2014 andRegulation 16(1)(b) of the Listing Regulations for re-appointment as an IndependentDirector of the Company and are independent of the management. A copy of the draft Letterof Appointment for Independent Directors is available for inspection at the RegisteredOffice of the Company during business hours on any working day.

The Board considers that association of the Independent Director would be of immensebenefit to the Company considering their expertise and experience and it is desirable toavail services of these Independent Director.

B. Retirement by Rotation and Subsequent Re-appointment

Pursuant to Sections 149 152 and other applicable provisions if any of the CompaniesAct 2013 one third of such of the Directors as are liable to retire by rotation shallretire every year and if eligible offer themselves for re-appointment at every AnnualGeneral Meeting.

Dr. A. L Rao 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 theDirector of your Company if confirmed by the Members at the ensuing Annual GeneralMeeting. In the opinion of your Directors Dr. A L Rao has requisite qualifications andexperience which would be useful for your Company and would enable him to contributeeffectively to your Company in his capacity as the Director of your Company.

In accordance with the provisions of the Companies Act 2013 read with the Rules issuedthereunder the Listing Regulations as amended and the Articles of Association of theCompany the Independent Directors and the Managing Director of the Company are not liableto retire by rotation.

C. Re-appointment

Pursuant to the provisions of Sections 149 and 152 read with Schedule IV and all otherapplicable provisions if any of the Companies Act 2013 and the Rules made there underMythily Ramesh was appointed as an Independent Director in the Annual General Meeting heldon 23rd September 2014 to hold office for a term up to five consecutive years.

As per Section 149(10) of the Act an Independent Director shall hold office for a termof upto 5 (five) consecutive years on the Board of a Company but shall be eligible forre-appointment on passing a special resolution by the Company for another term of upto 5(five) consecutive years on the Board of a Company.

Based on their performance evaluation and recommendation of Nomination and CompensationCommittee and in terms of the provisions of Sections 149 150 152 read with Schedule IVand all other applicable provisions of the Act and the Listing Regulations and as per theArticles of Association of the Company Mythily Ramesh is eligible for re-appointment asIndependent Directors and has offered herself for re-appointment. The Board of Directorsrecommends the proposal to re-appoint Mythily Ramesh as Independent Director for a term asmentioned in the respective special resolution.

The Company has received notice under Section 160 of the Companies Act 2013 fromMythily Ramesh signifying her candidature as an Independent Director of the Company. TheCompany has also received a declaration of Independence from her.

The Board considers that association of the Independent Director would be of immensebenefit to the Company considering their expertise and experience and it is desirable toavail services of these Independent Director.

D. Resignation of Director

Prashee Agarwal - Non Executive Director resigned from the Board with effect from 27thJuly 2018 due to personal reasons. The Board placed on record its appreciation for theservices rendered by Prashee Agarwal during her tenure as Director of the Company.

E. 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 evaluationof the Board its Committees and individual Directors was conducted.

A separate meeting of the Independent Directors was convened which reviewed theperformance of the Board as a whole the Non-Independent Directors and the Chairman of theCompany against the objectives set at the beginning of the year.

The Directors carried out the Annual Performance Evaluation of the Board Committees ofthe Board and Individual Directors along with assessing the quality quantity andtimeliness of flow of information between the Company management and the Board toeffectively and reasonably perform their duties.

F. Committees of the Board

The details of the powers functions composition and meetings of the Committees of theBoard held during the year are given in the Report on Corporate Governance section formingpart of this Annual Report.

G. Independent Directors' Declaration

Independent Directors have submitted a declaration that each of them meets the criteriaof independence as provided in Section 149(6) of the Companies Act 2013 and Regulation 25of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force).

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

H. 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 conductsthe 'Familiarization Program' when a new Independent Director joins the Board of theCompany.

'Familiarization Program' provide an opportunity to the Independent Directors tointeract with the senior leadership team of the Company and help them to understand theirroles rights and responsibilities Company's strategy business model operationsservice and product offerings markets organization structure finance human resourcestechnology quality facilities and risk management and such other areas as may arise fromtime to time. The details of the 'Familiarization Program' have also been uploaded on thewebsite of the Company at www.wepsolutions.co.in.

I. Statutory Disclosures

As on 31st March 2019 None of the Directors of your company aredisqualified as per the provisions of section 164(2) of the Companies Act 2013. YourDirectors have made necessary disclosure as required under various provisions of sectionof 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 tothe Directors' Responsibility Statement it is hereby confirmed that:

a) In the preparation of the annual accounts for the Financial Year 2018-19 theapplicable accounting standards had been followed and there are no material departures;

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the 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 adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

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 thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f) The Directors have devised proper systems to ensure compliance with the provisionsof 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 Companyoccurred between the end of the financial statements to which this financial statementsrelate 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 foreignexchange earnings and outgo as required under Section 134(3) (m) of the Companies Act 2013read with rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in AnnexureI and is attached to this report.

Number of Meetings of the Board

The Board met Five times during the Financial Year 2018-19 the details of which aregiven in the Corporate Governance Report that forms part of this Annual Report. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form No. MGT-9 as perSections 92(3) and 134(3) of the Act read with the Rules framed thereunder are given as AnnexureII which forms part of this Report. The Annual Return for Financial Year 2018-19is also available on the Company's website at www.wepsolutions.co.in

Credit Rating

During the year under review the Company has sustained its Long Term Credit Rating ofBWR BBB Minus (Stable). The moderate credit rating of Triple B Minus (BBB-) awarded byM/s. Brickwork Ratings India Private Limited reflects the moderate degree of safetyregarding timely servicing of financial obligations. The Company's short term credit ratedas 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 Responsibilityinitiatives 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 2013form 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 framedthereunder M/s. N M Raiji & Co Chartered Accountants Mumbai (Firm RegistrationNumber: 108296W) were appointed as the Statutory Auditors of the Company in the 21stAnnual General Meeting of the Company untill the conclusion of 26th Annual GeneralMeeting.

M/s. N M Raiji & Co Chartered Accountants Mumbai has furnished a certificate oftheir eligibility and consent under Sections 139(1) and 141 of the Act and the Rulesframed thereunder for their continuance as Statutory Auditors of the Company for FinancialYear 2019-20. In accordance with the Companies Amendment Act 2017 enforced on 7thMay 2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors isnot required to be ratified at every Annual General Meeting.

The Report given by the Auditors on the financial statement of the Company is part ofthis Report. There has been no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report.

The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review. The observations of the Auditor together withnotes to accounts referred to in the Auditors' Report are self explanatory and do not callany further explanation from the Directors.

Secretarial Auditors

Pursuant to the provisions of the Section 204 of the Act and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Board of Directors hadappointed S Kannan and Associates Practicing Company Secretary Bengaluru (FirmRegistration No.: S2017KR473100) to undertake the Secretarial Audit of your Company forthe Financial Year 2018-19. The Secretarial Audit Report for the Financial Year ended 31stMarch 2019 in Form MR 3 is presented in Annexure IV attached to thisreport. The Report does not contain any qualifications reservation or adverse remarks ordisclaimers.

Related Party Transactions

All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and that the provision of Section188(1) of the Companies Act 2013 are not attracted.

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

Further there are no material related party transactions during the year under reviewwith the Promoters Directors and Key Managerial Personnel. Related Party Transactionsare placed before the Audit Committee and the Board for review and approval on annualbasis.

Form AOC2 pursuant to clause (h) of Section 134(3) of the Companies Act2013 and Rule 8(2) of the Companies (Accounts) Rules 2014 is furnished in AnnexureVattached to this report.

The Policy to determine materiality of related party transactions and dealing withrelated party transactions as approved by the Board of Directors is available on theCompany's website www.wepsolutions.co.in.

Risk Management

The Company has a well-defined process in place to ensure appropriate identificationand treatment of risks. The identification of risks is done at strategic businessoperational and process level. While the mitigation plan and actions for risks belongingto strategic business and key critical operational risks are driven by senior leadershipfor rest of the risks operating managers drive the conception and subsequent action andmitigation plan.

As per the requirements of Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 your company has constituted a Risk Management Committeeto oversee the Risk Management efforts in your company. The details of Committee and itsterms of reference including elements of risk as identified for the Company are set out inthe Corporate Governance Report and Management Discussion and Analysis Report (MDA)forming part of this report.

The key strategic business and operational risks which are significant in terms oftheir impact to the overall objectives of the Company along with status of the mitigationplans are periodically presented and discussed in the Risk Management Committee (RMC)meetings. Inputs from the Risk Management Committee are duly incorporated in the actionplans. All significant risks are well integrated with functional and business plans andare reviewed on a regular basis by the senior leadership.

Internal Financial Control System and Adequacy

According to Section 134(5)(e)of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiessafeguarding of company's assets the prevention and detection of frauds and errors theaccuracy and completeness of accounting records and timely preparation of reliablefinancial information.

The Company's internal control systems are commensurate with its size and the nature ofits operations. The Company has well placed proper and adequate Internal FinancialControl (IFC) which ensures that all assets are safeguarded and protected and that thetransactions are authorized recorded and reported correctly. The Internal Auditors of theCompany M/s. Gnanoba & Bhat Chartered Accountants Bengaluru independently evaluatethe adequacy of internal controls and concurrently audit the majority of the transactionsin value terms.

Independence of audit is ensured by direct reporting of the Internal Auditors to theAudit Committee of the Board.

During the year the Internal Auditors have also been engaged for providing assistancein 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 were passed by theRegulators or Courts or Tribunals impacting the going concern status and your Company'soperations.

Employee Stock Option Plan

The Company has Employee Stock Option Plan 2011 and Employees Stock Option Plan 2016which is administered by the Nomination and Compensation Committee for the benefit ofemployees. During the Financial Year 2018-19 there has been no change in the EmployeeStock Option Plan 2011 and Employees Stock Option Plan 2016 of the Company.

During the Financial Year 2018-19; 86700 Options were exercised by the employees aftervesting. Accordingly the Company has made the allotment 36000 Equity Shares on 19th May2018; 29400 Equity Shares on 4th August 2018 and 21300 Equity Shares on 11thFebruary 2019.

The Company from time to time provides share based payments to its employees. Thesepayments are provided in the form of stock options that can be exercised once the employeehas completed specified service term with the Company. All share based employee paymentswill be settled in Equity Shares. Pursuant to Rule 12 of the Companies (Share Capital andDebentures) Rules 2014 and as required under the Securities and Exchange Board of IndiaGuidelines the applicable disclosures as on 31st March 2019 is as tabulatedbelow:

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 ' 10 per share ' 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 425400 132000
Options granted during the year - -
Options Lapsed and forfeited during the year 58800 -
Options vested and available for exercise 349700 39600
Options exercised during the year 79200 7500
Variations of terms of Options None None
Money realised by exercise of Options (Rs.) 792000 75000
Total number of Options in force as at the end of the year 287400 124500
Vested and available for exercise 151400 32100
Unvested 136000 92400

Vigil Mechanism / Whistle Blower Policy

Your Company's Vigil Mechanism provides a formal mechanism to the Directors andEmployees to report their concerns about unethical behaviour actual or suspected fraud orviolation of the Company's Code of Conduct or ethics policy. The Policy provides foradequate safeguards against victimization of Directors and Employees who avail of themechanism and also have provided them direct access to the Chairman of the AuditCommittee. It is affirmed that no personnel of the Company has been denied access to theAudit Committee.

During the year under review no employee was denied access to the Audit Committee.During the Financial Year 2018-19 Company has received Nil complaint. Complaint receivedhas been disposed off after taking appropriate action and no complaint remain pending ason 31st March 2019. The Whistle Blower Policy as approved by the Board ofDirectors is available on the Company's website www.wepsolutions.co.in.

Prevention of Sexual Harassment of Women at Workplace

The Company has in place a Prevention of Sexual Harassment Policy in line withrequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy. Internal Complaints Committee has been set up across locationsin India to redress complaints received regarding sexual harassment. The cases reported tosuch Committee are investigated by the respective Committee members and the detailedreport 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 apolicy on prevention prohibition and redressal of sexual harassment of woman at workplaceand to provide a platform for redressal of complaints and grievances against sexualharassment. During the Financial Year 2018-19 Company has not received any complaint onsexual harassment.

Research and Development

WeP has dedicated Research & Development team focused on Retail Printer andApplication Specific Printer products solutions. WeP R&D has complete in-housefacility for executing projects from concept to product involving various engineeringdomains like ElectroMagnetics Power Electronics Thermal and Vibration. WeP with richexperience in design and development of mechatronics products has delivered 320 varietiesof products. WeP design team has delivered products that deal with dynamics of mechanicalcomponents and its behavioral study with electronics for all extreme conditions andadherence 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.wepsolutions.co.in under the heading 'Investor Corner'.

a) Code of Conduct for Directors and Senior Management Personnel. b) Whistle Blower'sPolicy.

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 MaterialSubsidiaries.

i) Policy for Determining Materiality of Event or Information. j) Policy forPreservation of Documents.

k) Familiarization Program for Independent Director.

Particulars of Employees

The information required pursuant to Section 197 of Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company shall be provided on request. The Company is nothaving any employee drawing remuneration exceeding the limits as specified under theCompanies Act 2013. The applicable disclosures as on 31st March 2019 pursuantto the provisions of Companies Act 2013 is furnished in Annexure VI and isattached to this report.

Depository System

The Company's shares are tradable compulsorily in electronic mode. In India there aretwo depositories i.e. National Securities Depositories Limited (NSDL) and CentralDepository Services (India) Limited (CDSL). To facilitate trading in DEMAT form; Companyhas established connectivity with both the depositories. Currently about 96.36% of theIssued Capital is held in electronic mode.

Listing Fees

The Company confirms that it has paid the Annual Listing Fees for the Financial Year2019-20 to the Bombay Stock Exchange Limited (BSE).

Human Resources

As a part of company's drive to continue to nurture talent your company has developedstructured HR policies and programs in the area of resourcing performance managementsystem and competency based training and development and talent management to support thecurrent and future need of the organization. Your Directors take this opportunity torecord their appreciation for the contribution of all employees of your company during theyear.

Industrial Relations

Your company has always considered its workforce as its valuable assets and continuesto invest in their excellence and development programs. Your company has taken severalinitiatives for enhancing employee engagement and satisfaction. Your company maintainshealthy cordial and harmonious industrial relation at all levels. The industrial relationin all respect to all other manufacturing facilities and divisions of your company isnormal.

Green Initiative

Ministry of Corporate Affairs ("MCA") has announced "Green Initiative inCorporate Governance" by allowing paperless compliances by companies vide circulardated April 212011 stating that a Company is in compliance with Section 20 of theCompanies Act 2013 if the service of documents has been made through electronic mode.

Electronic Copies of the Annual Report 2018-19 and the Notice of 24th AnnualGeneral 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 addressesphysical copy of the Annual Report 2018-19 and the Notice of 24th AnnualGeneral Meeting are sent in the permitted mode. Members requiring physical copy can send arequest to the Company.

Acknowledgments

Your Directors wish to convey their gratitude at place on record their appreciation forall the employees at all levels for their hard work solidarity cooperation anddedication during the year.

Your Directors sincerely convey their appreciation to Customers Shareholders VendorsBankers Business Associates Regulatory and Government authorities for their continuedsupport and cooperation.

For and on Behalf of the Board of Directors
Date : 10th August 2019 Ram N Agarwal
Place : Bengaluru Chairman and Managing Director