You are here » Home » Companies » Company Overview » WEP Solutions Ltd

WEP Solutions Ltd.

BSE: 532373 Sector: Consumer
NSE: N.A. ISIN Code: INE434B01029
BSE 00:00 | 18 Apr 21.00 0
(0.00%)
OPEN

20.60

HIGH

21.95

LOW

20.60

NSE 05:30 | 01 Jan WEP Solutions Ltd
OPEN 20.60
PREVIOUS CLOSE 21.00
VOLUME 3064
52-Week high 45.00
52-Week low 18.55
P/E 262.50
Mkt Cap.(Rs cr) 54
Buy Price 21.00
Buy Qty 578.00
Sell Price 22.00
Sell Qty 200.00
OPEN 20.60
CLOSE 21.00
VOLUME 3064
52-Week high 45.00
52-Week low 18.55
P/E 262.50
Mkt Cap.(Rs cr) 54
Buy Price 21.00
Buy Qty 578.00
Sell Price 22.00
Sell Qty 200.00

WEP Solutions Ltd. (WEPSOLUTIONS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present 23rd Annual Report and the Company'sAudited Financial Statements for the Financial Year ended March 312018.

Financial Performance

The Company's financial performance both Standalone and Consolidated for the yearended March 312018 is summarised below:

(Rs. in lakhs)

Particulars

Standalone

Consolidated

2017-18 2016-17 2017-18 2016-17
Revenue from Operations 7983.74 8004.62 8072.69 8059.17
Other Income 88.89 94.43 68.20 86.79
Total Revenue 8072.63 8099.05 8140.89 8145.96
Profit Before Depreciation Interest and Taxes 1233.38 1039.92 879.55 983.82
Finance Cost 94.36 119.51 94.61 119.63
Depreciation and Amortisation 936.76 774.04 962.68 798.34
Profit Before Tax 202.25 146.38 (177.74) 65.85
Provision for Tax 62.33 49.17 (30.48) 26.87
Other Comprehensive Income 0.89 1.38 0.57 1.38
Profit / (Loss) for the Year 140.82 98.59 (146.69) 40.36
Earnings Per Share (Equity share par value ' 10/- each) Basic (' per share) 0.56 0.42 0.59 0.17

Consolidated Accounts

The Consolidated Financial Statement of your Company for the Financial Year 2017-18 areprepared in compliance with the applicable provisions of the Companies Act 2013 read withthe Rules issued thereunder applicable Indian Accounting Standards and the provisions ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Subsidiary Company

During the year the Board of Directors ('the Board') reviewed the affairs of thesubsidiary. Pursuant to Regulation 33 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Section 129 (3) of the Companies Act 2013 theConsolidated Financial Statements of your Company and its subsidiary is provided in thisAnnual Report.

Further a statement containing the salient features of the financial statement of oursubsidiary in the prescribed format AOC-1 is included in this report as Annexure - III andforms an integral part of this Report.

The Financial Statement of the subsidiary company and the related information isavailable for inspection by the members at the registered office of the Company during thebusiness hours on all days except Saturday Sunday and Public Holidays upto the date ofAnnual 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 underRegulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 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 theCompany have not recommended any Dividend for the Financial Year 2017-18.

Unpaid / Unclaimed Dividends

Pursuant to applicable provisions of the Companies Act2013 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 of 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) Rules2012 for all the unclaimed / unpaiddividend accounts outstanding (upto the date of 22nd Annual General Meeting on3rd August 2017) in terms of the Ministry of Corporate Affairs NotificationNo.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 1000000 Convertible Warrants ofFace Value ' 10/- each at a price of ' 60/- (including a premium of ' 50/-) to Promoterson a preferential basis.

Further during the year under review the Company allotted 42900 Equity shares of '10/- each pursuant to exercise of stock options under the Employees Stock Option Plan2011.

Consequently the paid up equity share capital of the Company stood at ' 251225720consisting of 25122572 Equity Shares of ' 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) Rules2014 (including any statutory modification(s) or re-enactment(s) for thetime being in force).

Corporate Governance

Pursuant to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 your company adheres to the Corporate Governance Code as prescribed bythe 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 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

During the year under review there was no change in Directors of your Company.

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 the Directorof your Company if confirmed by the Members at the ensuing Annual General Meeting. In theopinion of your Directors Dr. A L Rao has requisite qualifications and experience whichwould be useful for your Company and would enable him to contribute effectively to yourCompany 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 Section 204 of the Companies Act 2013 read with Rule 8of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andArticles of Association of the Company Ram N Agarwal has been appointed as Chairman andManaging Director of the Company with effect from 16th February 2018 by theBoard of Directors at their meeting held on 15th February 2018 on therecommendation of the Nomination and Compensation Committee. A separate resolution seekingmembers approval for confirmation of his appointment has been included in the Notice ofthe 23rd Annual General Meeting of the Company along with his brief profile.

D. Resignation of Director

H V Gowthama Independent Director (DIN: 00250122) has resigned from the Board and allCommittees of the Board w.e.f 26th June 2018.

Prashee Agarwal Non-Executive Director (DIN: 03420048) has resigned from the Boardw.e.f. 27th July 2018.

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 performanceevaluation of 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 (ListingObligations 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 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

H V Gowthama Independent Director (DIN: 00250122) has resigned from the Board and allCommittees of the Board w.e.f 26th June 2018. H V Gowthama IndependentDirector (DIN: 00250122) appears in the list of directors published by the MCA who aredisqualified to act as a Director u/s 164 (2) read with rule 14(5) of the Companies(Appointment and Qualification of Directors) Rules 2014.

H V Gowthama had informed the Board that his disqualification in the list published bythe MCA is attributed to non-filing of Financial Statements by a Company in Vijayawada ofwhich he was never a Director. However due to a technical error his name appeared as aDirector in that Company due to which his name has been included in the list ofDefaulter Directors by the MCA. He also informed that he is in the process of getting thiserror rectified by appropriate authorities.

Your Directors have made necessary disclosures as required under various provisions ofsection of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Directors' Responsibility Statement

Pursuant to the requirements under Section 134(5) of Companies Act 2013 with respectto the Directors' Responsibility Statement it is hereby confirmed that:

a) In the preparation of the Annual Accounts for the Financial Year 2017-18 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 year to which this financial statements relateand 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 Act2013 read with rule 8(3) of the Companies (Accounts) Rules 2014 is furnished inAnnexure-I and is attached to this Report.

Number of Meetings of the Board

The Board met seven times during the Financial Year the details of which are given inthe Corporate Governance Report that forms part of this Annual Report. The intervening gapbetween 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 withRule 12(1) of the Companies (Management and Administration) Rules 2014 the extract ofAnnual return of the Company in Form MGT - 9 for the Financial Year ended 31stMarch 2018 is included in this Report as Annexure - II and forms an integral part of thisReport.

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 AnnualGeneral Meeting subject to ratification of the appointment at every Annual GeneralMeeting.

In accordance with the Companies (Amendment) Act 2017 enforced on 7th May2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors is notrequired 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 Auditor's Report are self explanatory and do not callany further explanation from the Directors.

Secretarial Auditors

Pursuant to the provision of Section 204 of the Companies Act 2013 and rules madethere under the Company has appointed S Kannan and Associates Practicing CompanySecretary Bengaluru (Firm Registration No.: S2017KR473100) as the 'Secretarial Auditor'of the Company to conduct the Secretarial Audit as prescribed under Section 204 of theCompanies Act 2013.

The Secretarial Audit Report for the Financial Year ended 31st March 2018in 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'slength basis and in the ordinary course of business and that the provision of Section188(1) of the Companies Act 2013 are not attracted.

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 AOC-2 pursuant to clause (h) of Section 134(3) of the Companies Act 2013 and Rule8(2) of the Companies (Accounts) Rules 2014 is furnished in Annexure-V attached to thisReport.

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 Control System and Their 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 has well placed proper and adequate Internal Financial Control (IFC)system 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 / Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts / Tribunalswhich would impact the going concern status of the Company and its future operations.

Employee Stock Option Plan

The Company has Employee Stock Option Plan 2011 and Employees Stock Option Plan 2016which are administered by the Nomination and Compensation Committee for the benefit ofemployees.

During the Financial Year 2017-18 there has been no change in the Employee StockOption Plan 2011 and Employees Stock Option Plan 2016 of the Company.

During the Financial Year 2017-18; 42900 Options were exercised by the employees aftervesting. Accordingly the Company has made the allotment 11700 Equity Shares on 27thMay 2017 and 31200 Equity Shares on 18th November 2017.

Pursuant to Rule 12 of the Companies (Share Capital and Debentures) Rules 2014 and asrequired under the Securities and Exchange Board of India Guidelines the applicabledisclosures as on 31st March 2018 is as tabulated below:

ESOP Plan 2011 ESOP Plan 2016
Date of Shareholders' Approval 27th September 2017 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% vesting 30% vesting
On Completion of 24 months from the date of Grant of Options 30% vesting 30% vesting
On Completion of 36 months from the date of Grant of Options 40% vesting 40% vesting
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 392300 NIL
Options granted during the year 93000 132000
Options Lapsed during the year 17000 Nil
Options vested and available for exercise 286300 Nil
Options exercised during the year 42900 Nil
Variations of terms of Options None None
Money realised by exercise of Options (Rs.) 429000 Nil
Total number of Options in force as at the end of the year 425400 132000
Vested and available for exercise 167200 Nil
Unvested 258200 132000

Vigil Mechanism / Whistle Blower Policy

The Company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal or unethical behavior. Your Company has a WhistleBlower Policy under which the employees are free to report to the management instances ofunethical behavior actual or suspected fraud or violation of the Company's code ofconduct or ethical policy. Employees may also report illegal or unethical behavior to theChairman of Audit Committee. During the year under review no employee was denied accessto the Audit Committee. During the Financial Year 2017-18 Company has not received anycomplaint. The Whistle Blower Policy as approved by the Board of Directors is available onthe Company's website www.wepsolutions.co.in.

Prevention of Sexual Harassment Policy

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 2017-18 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 Electro-Magnetics Power Electronics Thermal and Vibration. WeP with richexperience in design and development of mechatronics products has delivered 320 varietiesof products. Inspired by trends and the consumers' latent desires we are proactivelyre-fashioning our R&D outlook to deliver consumer sensitivity in our product designand development. We have a dedicated Research & development team focusing on DigitalPlatform for tax compliance Document Management Aadhaar and Payment solutions Retailproduct solutions and Application Specific Printers. R&D team is equipped to meet thechallenging demands dynamic change requirements for developing customer centric technicalsolutions to deliver our customer promise of "TECH FANTASY".

Policies of Company

Your Company has posted the below mentioned policies on its websitewww.wepsolutions.co.in under the heading 'Investor Corner'.

1. Code of Conduct for Directors and Senior Management Personnel 2. Whistle Blower's Policy
3. Prevention of 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 11. Familiarization Program for Independent Director 10. Policy for Preservation of Documents

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 2018 pursuantto the provisions of Companies Act 2013 is furnished in Annexure-VI and is attached tothis 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 96.28% of theIssued Capital is held in electronic mode.

Listing Fees

In compliance with Regulation 14 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Annual Listing Fees for the Financial Year 2018-19 hasbee paid to the Bombay Stock Exchange (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 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 industrialrelations in all respect to all other manufacturing facilities and divisions of yourcompany are normal.

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 2017-18 and the Notice of 23rd 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 2017-18 and the Notice of 23rd 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: 4th August 2018 Ram N Agarwal
Place: Bengaluru Chairman and Managing Director

Annexure - I

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The Particulars of technology absorption and foreign exchange earnings and outgo asper Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 for the year ended 31st March 2018 is given below andforms part of the Directors' Report.

A. Conservation of Energy:

The company's operations are energy intensive. However significant measures are takento reduce the energy consumption by using energy- efficient equipments. Conservation ofenergy is always on the "To Do" list at all levels of operations. Efforts aremade in this direction on a continuous basis. The requirement of disclosure of particularsin this respect as prescribed to be furnished in Form A (rule 2) is not applicable andhence not provided.

However the company has taken the following adequate measures to conserve the energy:

• Localized lighting in place of community lighting.

• Employees are habituated to switch off fans lights during the lunch break andat close of office hours.

• Energy efficient and battery operated product releases.

• New design mandatory compliance for low power and energy star compliance.

B. Technology Absorption

Efforts made in Technology absorption is stated as per Form B is given below:

FORM B (Rule 2)

1. Research and Development (R&D)

a. Specific Areas in which R&D activity is carried out by the Company:

• High Performance Computing for big data processing.

• Cloud design patterns for asynchronous messaging availability resiliency anddata consistency.

• Design for dynamic scaling and highly available Infrastructure.

• Security Design for Application Network Storage Compute and identity.

• Identity Management.

• Cloud Networking Topologies.

• Cloud Infrastructure Monitoring and Automation.

• Machine learning and Cognitive services API.

• Mobile Device Management.

• Retail Software design and development for Android Operating system.

• Mobile Application for Retail

• Design & Development of Printers and Retail Billing Solutions.

• Product Engineering Services for Application specific printers andelectromechanical systems.

• Universal Magnetic path design for next generation print head design.

• Wi-Fi Ethernet GSM/GPRS for remote management of printers.

• Design & Development of ASIC/FPGA/SOC based systems.

• Design compliance for EMI-EMC ROHS & Energy Star.

b. Benefits derived as a result of above R&D:

• API gateway platform release for enterprise application integration.

• Digital Platform release for Aadhaar GST Tax Compliance Ewaybill and DocumentManagement Solutions.

• Asynchronous Messaging platform for big data processing.

• Infrastructure Monitoring and Automation integration for dynamic scaling andsecurity.

• First in India to launch POS connected device for GST compliance.

• POS product release with Aadhaar enabled payment system UPI Wallets and Cardpayment modes.

• Retail Central Server and Client product solutions for multiple location chainshops.

• Retail and F&B software release for Android OS

• Retail product variants design and development based on thermal and impactplatform.

• Retail Solutions for Application specific requirements like Dairy societyPharmacy and F&B.

• Application specific printers design and manufacturing for voting machine andPetrol dispenser Retail automation.

• Self-reliance in print head design and development for Dot Matrix Printers. Allin-house captive requirements are met with our own Print Heads.

• High Speed printer release with Ethernet Parallel and USB interfaces.

c. Future Plan of action:

• Expansion of digital products portfolio for tax compliance Aadhaar DocumentManagement and payment solutions.

• Mobile device management platform applications.

• Enterprise and mobile application for connected devices.

• Expansion of Retail Products range and solutions with augmentation of features.

• Expansion of GPRS Ethernet connectivity application devices.

• Retail Solutions for Billing machine and Smart phone connectivity.

• Retail Smart solutions for service application model.

• POS System development for Micro ATM and UID applications

2. Technology Absorption Adaptation and Innovation

i. Efforts in brief made towards technology absorption adaptation and innovation

Technology demonstrations in the following areas were made towards absorption adoptionand innovation

• Cloud design patterns for big data processing Asynchronous messaging and datamanagement.

• API Gateway Platform.

• Payment Solutions integration.

• Applications for Connected device.

• Ethernet GSM/GPRS Communication for remote management of printers.

• Thermal Printer technology absorption for retail applications.

• Retail Product Solutions for F&B Wholesale Pharmacy and Dairy Societies

• Embedded system optimization for easy configurability and usability of retailproducts.

• Adoption of variability and tolerance analysis for high precision parts design.

ii. Benefit derived as a result of above efforts

Inspired by trends and the consumers' latent desires we are proactively re-fashioningour R&D outlook to deliver consumer sensitivity in our product design and development.We have a dedicated Research & development team focusing on Digital Platform for taxcompliance Document Management Aadhaar and Payment solutions Retail product solutionsand Application Specific Printers. R&D team is equipped to meet the challengingdemands dynamic change requirements for developing customer centric technical solutionsto deliver our customer promise of "TECH FANTASY".

iii. In case of imported technology (imported during the last five years reckoned fromthe beginning of the financial year) following information be furnished: NA

3. Foreign Exchange Earnings and Outgo:

The Foreign Exchange earned in terms actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflow:

(Rs. in '000)
Particulars Year ended 31st March 2018 Year ended 31st March 2017
Foreign Exchange Earnings 3513.00 3637.89
Foreign Exchange Outgo 159323.61 178616.34