WEP Solutions Ltd Directors Report.

Dear Members,

Your Directors are pleased to present 24th Annual Report and the Companys Audited Financial Statements for the Financial Year ended March 31st, 2019.

Financial Performance

The Companys Financial Performance, both Standalone and Consolidated, for the year ended March 31st, 2019 is summarised below:

(Rs. in lakhs)

Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Revenue from Operations 7,391.12 7,983.74 7,669.73 8,072.69
Other Income 91.32 88.89 85.80 57.32
Total Revenue 7,482.45 8,072.63 7,755.53 8,130.01
Profit / Loss Before Depreciation, Interest and Taxes 1,162.92 1,233.38 891.33 879.56
Finance Cost 106.76 94.36 107.22 94.61
Depreciation and Amortisation 1,075.19 936.76 1,106.47 962.68
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 (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable Accounting Standards, your Company announces its consolidated financial statements on a quarterly basis. The Audited Consolidated Financial Statements of the Company for the Financial Year 2018-19, together with the Auditors Report form part of this Annual Report

Subsidiary Company

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

In accordance with Section 136 of the Act, the Financial Statements of the subsidiary are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting. Any member desirous of obtaining a copy of the said Financial Statements may write to the Company Secretary at the Registered Office of the Company. The Financial Statements including the CFS, and all other documents required to be attached to this 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 the Policy for determining material subsidiaries. The said policy may be accessed on the website of the Company at www.wepsolutions.co.in. As on 31st March, 2019 the Company has no material Subsidiary Company.

Management Discussion and Analysis Report

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

Dividend and Reserves

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

Unpaid / Unclaimed Dividends

Pursuant to applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven years from the date of transfer to Unclaimed Dividend Account on the Company.

Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat Account of the IEPF Authority. The said requirement does not apply to the orders of Court, Tribunal or Statutory Authority, restraining transfer of the shares.

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 to verify their records and claim their unclaimed dividends for the past years, if not claimed.

The details of the consolidated unclaimed/unpaid dividend details as required by the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, for all the unclaimed / unpaid dividend accounts outstanding (upto the date of 23rd Annual General Meeting on 20th September, 2018) in terms of the Ministry of Corporate Affairs Notification No.G.S.R 352(E) dated May 10, 2012 has been uploaded on the Companys website www.wepsolutions.co.in

Share Capital

During the year under review, the Company allotted 86,700 Equity Shares of Rs. 10/- each pursuant to exercise of stock options under the Employees Stock Option Plan 2011 and the Employees Stock Option Plan 2016.

Conversion of Warrants issued and allotted to M/s. WeP Peripherals Limited - Promoter on Preferential Basis under the provisions of Chapter VII of the SEBI (ICDR) Regulations, 2009, as amended and Section 62 and 42 of the Companies Act, 2013 (including the rules made thereunder.)

The Board had issued and approved the allotment of 10,00,000 Warrants Convertible into Equity to M/s. WeP Peripherals Limited - Promoter on 28th December, 2017 on Preferential Basis under the provisions of Chapter VII of the SEBI (ICDR) Regulations, 2009, as amended and Section 62 and 42 of the Companies Act, 2013 (including the rules made thereunder).

During the Financial Year 2018-19, the Board of Directors on 4th August, 2018 approved the allotment of 4,00,000 Equity Shares of Rs. 10/- each upon partial conversion of the Convertible Warrants into equity as earlier issued and allotted on 28th December, 2017. Further 6,00,000 Equity Shares of Rs. 10/- each were allotted on 14th March, 2019 upon balance conversion of the Convertible Warrants as earlier issued and allotted on 28th December, 2017.

Consequently the Paid up Equity Share Capital of the Company stood at Rs. 26,20,92,720 consisting of 2,62,09,272 Equity Shares of Rs. 10/- each.

Public Deposit

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

Corporate Governance

Pursuant to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended, your company adheres to all the Corporate Governance Code as prescribed by the Bombay Stock Exchange and Securities and Exchange Board of India (SEBI).

A detailed Corporate Governance Report is made a part of this Annual Report. A certificate from Practicing Company Secretary regarding Compliance of the conditions of Corporate Governance as stipulated in Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended is attached to this report.

Board of Directors

Companys Policy relating to appointment / re-appointment of Directors, Payment of Managerial Remuneration, Induction, Performance Evaluation and other related matters are as mentioned below:

A. Inductions

Pursuant to the provisions of Sections 149 and 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under, H V Gowthama was appointed as an Independent Director in the Annual General Meeting held on 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.f 25th June, 2018. Further he was re-appointed on the Board w.e.f 14th November, 2018 as an Additional Director designated as Independent Director.

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

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

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

In the opinion of the Board, Independent Directors fulfills the conditions specified under the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations for re-appointment as an Independent Director of the Company and are independent of the management. A copy of the draft Letter of Appointment for Independent Directors is available for inspection at the Registered Office of the Company during business hours on any working day.

The Board considers that association of the Independent Director would be of immense benefit to the Company considering their expertise and experience and it is desirable to avail 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 Companies Act 2013, one third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting.

Dr. A. L Rao is liable to retire by rotation at the ensuing Annual General Meeting. Dr. A. L Rao has confirmed his eligibility and willingness to accept the office of the Director of your Company, if confirmed by the Members at the ensuing Annual General Meeting. In the opinion of your Directors, Dr. A L Rao has requisite qualifications and experience which would be useful for your Company and would enable him to contribute effectively to your Company in his capacity as the Director of your Company.

In accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Listing Regulations, as amended and the Articles of Association of the Company, the Independent Directors and the Managing 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 Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under, Mythily Ramesh was appointed as an Independent Director in the Annual General Meeting held on 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 term of upto 5 (five) consecutive years on the Board of a Company but shall be eligible for re-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 Compensation Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and all other applicable provisions of the Act and the Listing Regulations, and as per the Articles of Association of the Company, Mythily Ramesh is eligible for re-appointment as Independent Directors and has offered herself for re-appointment. The Board of Directors recommends the proposal to re-appoint Mythily Ramesh as Independent Director for a term as mentioned in the respective special resolution.

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

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

D. Resignation of Director

Prashee Agarwal - Non Executive Director resigned from the Board with effect from 27th July, 2018, due to personal reasons. The Board placed on record its appreciation for the services 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 evaluation of the Board, its Committees and individual Directors was conducted.

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

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

F. Committees of the Board

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

G. Independent Directors Declaration

Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (including any statutory 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 conducts the Familiarization Program when a new Independent Director joins the Board of the Company.

Familiarization Program provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand their roles, rights and responsibilities, Companys strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The details of the Familiarization Program have also been uploaded on the website of the Company at www.wepsolutions.co.in.

I. Statutory Disclosures

As on 31st March, 2019 None of the Directors of your company are disqualified as per the provisions of section 164(2) of the Companies Act, 2013. Your Directors have made necessary 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 2013 with respect to the Directors Responsibility Statement, it is hereby confirmed that:

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

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

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

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

e) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Material Changes and Commitments

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

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings / Outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure I 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 are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act 2013.

Extract of Annual Return

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

Credit Rating

During the year under review the Company has sustained its Long Term Credit 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 moderate degree of safety regarding timely servicing of financial obligations. The Companys short term credit rated as BWR A 3 by M/s. Brickwork Ratings India Private Limited, has also been reaffirmed.

Corporate Social Responsibility Initiatives

Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

Particulars of Loans, Guarantees and Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, M/s. N M Raiji & Co, Chartered Accountants, Mumbai (Firm Registration Number: 108296W) were appointed as the Statutory Auditors of the Company in the 21st Annual General Meeting of the Company untill the conclusion of 26th Annual General Meeting.

M/s. N M Raiji & Co, Chartered Accountants, Mumbai has furnished a certificate of their eligibility and consent under Sections 139(1) and 141 of the Act and the Rules framed thereunder for their continuance as Statutory Auditors of the Company for Financial Year 2019-20. In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

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

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. The observations of the Auditor, together with notes to accounts referred to in the Auditors Report are self explanatory and do not call any further explanation from the Directors.

Secretarial Auditors

Pursuant to the provisions of the Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed S Kannan and Associates, Practicing Company Secretary, Bengaluru (Firm Registration No.: S2017KR473100) to undertake the Secretarial Audit of your Company for the Financial Year 2018-19. The Secretarial Audit Report for the Financial Year ended 31st March, 2019 in Form MR 3 is presented in Annexure IV attached to this report. The Report does not contain any qualifications, reservation or adverse remarks or disclaimers.

Related Party Transactions

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and that the provision of Section 188(1) of the Companies Act, 2013 are not attracted.

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

Further, there are no material related party transactions during the year under review with the Promoters, Directors, and Key Managerial Personnel. Related Party Transactions are placed before the Audit Committee and the Board for review and approval on annual basis.

Form AOC2 pursuant to clause (h) of Section 134(3) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished in Annexure Vattached to this report.

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

Risk Management

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

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

The key strategic, business and operational risks which are significant in terms of their impact to the overall objectives of the Company along with status of the mitigation plans are periodically presented and discussed in the Risk Management Committee (RMC) meetings. Inputs from the Risk Management Committee are duly incorporated in the action plans. All significant risks are well integrated with functional and business plans and are 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 Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, safeguarding of companys assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial information.

The Companys internal control systems are commensurate with its size and the nature of its operations. The Company has well placed, proper and adequate Internal Financial Control (IFC) which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Internal Auditors of the Company M/s. Gnanoba & Bhat, Chartered Accountants, Bengaluru independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms.

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

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

Significant and Material Orders Passed by the Regulators or Courts

During the year under review, no significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and your Companys operations.

Employee Stock Option Plan

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

During the Financial Year 2018-19; 86,700 Options were exercised by the employees after vesting. Accordingly the Company has made the allotment 36,000 Equity Shares on 19th May 2018; 29,400 Equity Shares on 4th August 2018 and 21,300 Equity Shares on 11th February, 2019.

The Company, from time to time, provides share based payments to its employees. These payments are provided in the form of stock options that can be exercised once the employee has completed specified service term with the Company. All share based employee 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 and Exchange Board of India Guidelines, the applicable disclosures as on 31st March, 2019 is as tabulated below:

ESOP Plan 2011 ESOP Plan 2016
Date of Shareholders Approval 27th September 2011 22nd September 2016
Total number of Options approved under the scheme 6,00,000 6,00,000
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 4,25,400 1,32,000
Options granted during the year - -
Options Lapsed and forfeited during the year 58,800 -
Options vested and available for exercise 3,49,700 39,600
Options exercised during the year 79,200 7,500
Variations of terms of Options None None
Money realised by exercise of Options (Rs.) 7,92,000 75,000
Total number of Options in force as at the end of the year 2,87,400 1,24,500
Vested and available for exercise 1,51,400 32,100
Unvested 1,36,000 92,400

Vigil Mechanism / Whistle Blower Policy

Your Companys Vigil Mechanism provides a formal mechanism to the Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of Directors and Employees who avail of the mechanism and also have provided them direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit 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 received has been disposed off after taking appropriate action and no complaint remain pending as on 31st March, 2019. The Whistle Blower Policy as approved by the Board of Directors is available on the Companys 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 with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Complaints Committee has been set up across locations in India to redress complaints received regarding sexual harassment. The cases reported to such Committee are investigated by the respective Committee members and the detailed report thereon is presented to the Board of Directors on a regular basis.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment of woman at workplace and to provide a platform for redressal of complaints and grievances against sexual harassment. During the Financial Year 2018-19, Company has not received any complaint on sexual harassment.

Research and Development

WeP has dedicated Research & Development team focused on Retail, Printer and Application Specific Printer products solutions. WeP R&D has complete in-house facility for executing projects from concept to product involving various engineering domains like ElectroMagnetics, Power Electronics, Thermal and Vibration. WeP with rich experience in design and development of mechatronics products has delivered 320 varieties of products. WeP design team has delivered products that deal with dynamics of mechanical components and its behavioral study with electronics for all extreme conditions and adherence to the International Standards and Certifications. R&D team has executed several application specific printer projects for Voting Machine, Petrol Bunk, Retail Automation, Pharmacy and Dairy Segments.

Policies of Company

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

a) Code of Conduct for Directors and Senior Management Personnel. b) Whistle Blowers 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, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, shall be provided on request. The Company is not having any employee drawing remuneration exceeding the limits as specified under the Companies Act, 2013. The applicable disclosures as on 31st March, 2019 pursuant to the provisions of Companies Act, 2013 is furnished in Annexure VI and is attached to this report.

Depository System

The Companys shares are tradable compulsorily in electronic mode. In India there are two depositories i.e. National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL). To facilitate trading in DEMAT form; Company has established connectivity with both the depositories. Currently about 96.36% of the Issued Capital is held in electronic mode.

Listing Fees

The Company confirms that it has paid the Annual Listing Fees for the Financial Year 2019-20 to the Bombay Stock Exchange Limited (BSE).

Human Resources

As a part of companys drive to continue to nurture talent, your company has developed structured HR policies and programs in the area of resourcing, performance management system, and competency based training and development and talent management to support the current and future need of the organization. Your Directors take this opportunity to record their appreciation for the contribution of all employees of your company during the year.

Industrial Relations

Your company has always considered its workforce as its valuable assets and continues to invest in their excellence and development programs. Your company has taken several initiatives for enhancing employee engagement and satisfaction. Your company maintains healthy, cordial and harmonious industrial relation at all levels. The industrial relation in all respect to all other manufacturing facilities and divisions of your company is normal.

Green Initiative

Ministry of Corporate Affairs ("MCA") has announced "Green Initiative in Corporate Governance" by allowing paperless compliances by companies vide circular dated April 21,2011 stating that a Company is in compliance with Section 20 of the Companies Act 2013, if the service of documents has been made through electronic mode.

Electronic Copies of the Annual Report 2018-19 and the Notice of 24th Annual General Meeting are sent to the members whose e-mail addresses are registered with Company / Depository Participant(s). For members who have not registered their e-mail addresses, physical copy of the Annual Report 2018-19 and the Notice of 24th Annual General Meeting are sent in the permitted mode. Members requiring physical copy can send a request to the Company.

Acknowledgments

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

Your Directors sincerely convey their appreciation to Customers, Shareholders, Vendors, Bankers, Business Associates, Regulatory and Government authorities for their continued support and cooperation.

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