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I Power Solutions India Ltd.

BSE: 512405 Sector: IT
NSE: N.A. ISIN Code: INE468F01010
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VOLUME 1000
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P/E 242.00
Mkt Cap.(Rs cr) 1
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Sell Price 2.42
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OPEN 2.42
CLOSE 2.31
VOLUME 1000
52-Week high 3.79
52-Week low 2.09
P/E 242.00
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.42
Sell Qty 50.00

I Power Solutions India Ltd. (IPOWERSOLN) - Director Report

Company director report

Dear Members

Your directors are pleased to present the 30th Annual Report and the Company’saudited financial statement for the financial year ended March 312015.

FINANCIAL PERFORMANCE

The Company's financial performance for the year ended March 312015 is summarizedbelow;

CONTENTS OF THE REPORT
1FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:
(InlNR)
Particulars 2014-15 2013-14
Gross Income 2605210 2485577
Profit Before Interest Depreciation and Tax 494450 586651
Finance Charges 30198 99588
Profit Before Depreciation and Tax 464252 487063
Provision for Depreciation 298269 410.346
Net Profit Before Tax 165983 76717
Provision for Tax - -
Net Profit After Tax 165983 76717
Transfer to General Reserve 165983 76717
Surplus/(Deficit) carried to Balance Sheet 165983 76717

The Company has its presence spanning across USA. Europe and UAE and its focus areasare Web / e-commerce solutions software application development information processingand BPO work. The Company is doing open source software projects in PHP Web applicationsAndroid applications etc. The Company is committed to software development in open sourceplatform. The Company has a social networking portal called vanavil.com.

2 EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material events that have occurred after the date of financial statementswhich may adversely impact the business of the Company.

3 CHANGE IN THE NATURE OF BUSINESS IF ANY:

There has been no change in the nature of business of the Company during the FinancialYear.

4 DIVIDEND:

The Company is not recommending any dividend for this financial year in view offinancial constraints.

5 AMOUNT IF ANY CARRIED FORWARD TO RESERVES:

The balance In profit and loss account amounting to Rs 165983/- is earned over tothe general reserve account.

6 BOARD MEETINGS:

The Board of Directors met 6 times during this financial year on 02nd May 2014 28thMay 201418th July 20145th November 2014 6th February 2015 and 31st March 2015.

7 DIRECTORS AND KEY MANANGERIAL PERSONNEL:

1) . Mr.V.Parandhaman (DIN-00323551 )-Promoter Director- Chairman cum Managing Director

2) . Mr.R Jayaprakash (DIN-02138581)- Independent Non-Executive Director

3) . Mr.K.Bhaskaran (DIN -01952820) - Independent Non-Executive Director

4) . Mr.D.Ravichandra Babu (DIN - 00016326) - Independent Non-Executive Director

5) . Mrs. N. R. Alamelu (DIN - 02138648) - Independent Non-Executive Woman Director

Mrs. N. R. Alamelu was appointed as additional director of the company during the yearand being eligible offers herself for appointment as regular director at the ensuingannual general meeting. Relevant declaration and disclosures from Independent directorswere received and placed in the Annexure I.

8 DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149(6) andthe extract of the Declaration Is given in Annexure I.

9 COMPOSITION OF AUDIT COMMITTEE:

The Company has a qualified and Independent Audit Committee comprising of fourdirectors as members of which Two-thirds of the members are independent directors. Allmembers of audit committee are financially literate with the Chairman of the Committeehaving the experience in finance accounting having requisite professional certificationIn accounting financial management experience.

None of the members receive directly or indirectly any consulting advisory orcompensatory fees from the Company.

Mr. R.Jayaprakash Chairman
Mr. V. Parandhaman Member
Mr. K.Bhaskaran Member
Mr. D. RavichandraBabu Member

Meetings and Attendance for the year ended 2014-2015

The audit committee met 5 times during the year ended 31 st March 2015. The Meetingsheld during the year were on 02.05.201428.05.201418.07.201405.11.2014 and 06.02.2015.

Name of Director No. of Meetings Meetings attended
Mr. R. Jayaprakash 5 5
Mr. V. Parandhaman 5 5
Mr. K. Bhaskaran 5 5
Mr. D. Ravichandra Babu 5 0

10 CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to section 135 of the Companies Act 2013 every company having net worth ofRs.500 crore or more or turnover of Rs.1000 crore or more or a net profit of Rs.5 croreor more during the financial year shall constitute a CSR Committee. Our Company has nottriggered any of the above limits; hence no committee in this has been constituted.

11 DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Internal Complaints Committee ("ICC") has been set up to redressthe complaints received regarding sexual harassment. All employees are covered under thispolicy.

The following is the summary of the complaints received and disposed off during thefinancial Year 2014-15;

a) No. of complaints received: NIL

b) No. of complaints disposed off: NIL

12 VIGIL MECHANISM:

Vigil Mechanism cum Whistle Blower Policy is attached in ANNEXURE III

13 DIRECTOR’S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had 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 had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

14 INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES/ ASSOCIATES/ JV

The company does not have any subsidiaries associates or joint ventures.

15 EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is given as a part of this Annual Report under ANNEXURE IV

16 AUDITORS:

Mr.W.S.Madhavann FCA Chartered Accountant Chennai Statutory Auditor of the Companyretires at the ensuring Annual General Meeting. His re-appointment is recommended.

17 SECRETARIAL AUDIT:

Secretarial audit report as provided by Mr.S. Shreenivasan Practising CompanySecretary is annexed to this Report as ANNEXURE V.

18 COMMENTS ON INDEPENDENT AUDIT REPORT AND SECRETARIAL AUDIT REPORT:

(a) statutory audit report : Nil

(b) secretarial audit report: Nil

19 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The Company informs that the disclosure of particulars under section 134(3)(m) of theCompanies act 2013 read with Rule 8 (3) of Companies (Accounts) Rules 2014 relating toconservation of Energy etc is not applicable to the Company as no energy intensive worksare undertaken by the company.

Particulars relating to Technology Absorption etc. have not been furnished as theCompany has neither undertaken any Research & Development activities in any Field ofoperations nor imported any technology thereto.

In respect of Foreign Exchange earnings and outgo (in US $) details are given below:Foreign Exchange Earnings: US $ 13475/- Foreign Exchange Outgo: US S - Nil

20 DETAILS RELATING TO DEPOSITS IF ANY:

The Company has not accepted any deposits during the Financial Year.

21 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has duly complied with the provision of Section 186 of the Companies Act2013 as it has not given any loans guarantees and investments during the financial year.

22 RISK MANAGEMENT:

The Company has a well defined Risk Management Policy in place. The fact that the Risksand Opportunities are inevitably intertwined is a well recognised policy by the Companyand thus aims to identify manage and minimize risks strategically. It is committed toembedding risk management throughout the organisation and Its systems and controls aredesigned to ensure that exposure to significant risk is properly managed. With thepredefined risk management principles and policy the Company identifies categorizesassess and addresses risks.

Key Elements of Risks:

(i) Global Economic Situation: The Economic environment around the world is showingsign of growth. Growth In the Construction industry has been fairly positive.

(ii) Cost pressure: Increasing operating cost may create a pressure on margin. TheCompany is focusing to put up framework for cost management.

(iii) Regulatory risks: Any Change In regulations in the field of our operations wouldhave an impact on the operations. The Company is vigilant on such changes for easyadaptability.

(iv) Emerging Trend: New technologies and trends used in construction industry mayimpact consumers' behavior. The Company continuously scan business environment for earlydetection of emerging trend.

23 RELATED PARTY TRANSACTIONS:

There are no related party transactions during the financial year under review undersection 188 of the Companies Act 2013.

24 FORMAL ANNUAL EVALUATION:

Criteria for evaluation of performance of Independent Directors Committees and theBoard has been laid by the Nomination and Remuneration Committee for their formalevaluation using various professional attributes including expertise skills behaviorexperience leadership qualities knowledge performance culture responsibility etc.Evaluation of Directors' performance based on the criteria is done periodically or asdecided by the Nomination and Remuneration Committee and the same is reported to theBoard in case of challenging situations.

25 DISCLOSURE ABOUT COST AUDIT:

Provisions relating to Cost Audit are not applicable to the Company.

26 RATIO OF REMUNERATION TO EACH DIRECTOR :

At present Directors are not receiving any remuneration from the company in view of thefinancial constraints. Nomination and Remuneration Policy of the company is given inAnnexure II.

27 LISTING WITH STOCK EXCHANGES.

The shares of the Company are listed on BSE Limited and the Company hereby confirmsthat it has paid the Annual Listing Fees for the year 2015-2016.

28 SECRETARIAL STANDARDS:

The company confirms that the Secretarial Standards as applicable on the date of thisreport are followed by the Company.

29 ACKNOWLEDGEMENT:

Your directors thank and acknowledge the continuous co-operation and assistanceextended by Bank of Maharashtra Indian Bank BSE Limited Cameo Corporate Services Ltd.our employees and the various customers who are patronizing our products.

For and on behalf of the board
Sd/-
V.PARANDHAMAN
Chairman
Place: Chennai
Date: 13.5.2015

ANNEXURE I

DECLARATION FROM INDEPENDENT DIRECTOR ON ANNUAL BASIS

To the shareholders of i Power Solutions India Limited

Dear Sir

I undertake to comply with the conditions laid down in section 149 and Schedule IV ofthe Companies Act 2013 in relation to conditions of independence and in particular:

(a) I declare that up to the date of this certificate apart from receiving director'sremuneration I did not have any material pecuniary relationship or transactions with theCompany its promoter Its directors senior management or its holding Company itssubsidiary and associates as named in the Annexure thereto which may affect myindependence as director on the Board of the Company. I further declare that I will notenter Into any such relationship/transactions. However If and when I intend to enter intosuch relationships/ transactions whether material or non-material I shall keep priorapproval of the Board. I agree that I shall cease to be an independent director from thedate of entering into such relationship/transaction.

(b) I declare that I am not related to promoters or persons occupying managementpositions at the Board level or at one level below the board and also have not beenexecutive of the Company In the immediately preceding three financial years.

(c) I was not a partner or an executive or was also not partner or executive during thepreceding three years of any of the following:

(i) the statutory audit firm or the internal audit firm that is associated with theCompany and

(ii) the legal firm(s) and consulting firm(s) that have a material association with thecompany

(d) I have not been a material suppliers service provider or customer or lessor orlessee of the company which may affect independence of the director and was not asubstantial shareholder of the Company i.e„ owning two percent or more of the blockof voting shares.

Thanking You.

Yours faithfully

R. Jayaprakash

(Independent director)

Place: Chennai

Date: 13.05.2015

ANNEXURE I

DECLARATION FROM INDEPENDENT DIRECTOR ON ANNUAL BASIS

To the shareholders of i Power Solutions India Limited

Dear Sir

I undertake to comply with the conditions laid down in section 149 and Schedule IV ofthe Companies Act 2013 in relation to conditions of independence and In particular:

(a) I declare that up to the date of this certificate apart from receiving director'sremuneration I did not have any material pecuniary relationship or transactions with theCompany its promoter its directors senior management or its holding Company itssubsidiary and associates as named in the Annexure thereto which may affect myindependence as director on the Board of the Company. I further declare that I will notenter into any such relationship/transactions. However if and when I intend to enter intosuch relationships/ transactions whether material or non-material I shall keep priorapproval of the Board. I agree that I shall cease to be an independent director from thedate of entering into such relationship/transaction.

(b) I declare that I am not related to promoters or persons occupying managementpositions at the Board level or at one level below the board and also have not beenexecutive of the Company in the immediately preceding three financial years.

(c) I was not a partner or an executive or was also not partner or executive during thepreceding three years of any of the following:

(i) the statutory audit firm or the internal audit firm that is associated with theCompany and

(ii) the legal firm(s) and consulting firm(s) that have a material association with thecompany

(d) I have not been a material suppliers service provider or customer or lessor orlessee of the company which may affect independence of the director and was not asubstantial shareholder of the Company i.e. owning two percent or more of the block ofvoting shares.

Thanking You.

Yours faithfully

K. Bhaskaran

(Independent director)

Place: Chennai

Date: 13.05.2015

ANNEXURE I

DECLARATION FROM INDEPENDENT DIRECTOR ON ANNUAL BASIS

To the shareholders of i Power Solutions India Limited

Dear Sir

I undertake to comply with the conditions laid down in section 149 and Schedule IV ofthe Companies Act 2013 in relation to conditions of independence and in particular:

(a) I declare that up to the date of this certificate apart from receiving director'sremuneration I did not have any material pecuniary relationship or transactions with theCompany its promoter its directors senior management or its holding Company itssubsidiary and associates as named in the Annexure thereto which may affect myindependence as director on the Board of the Company. I further declare that I will notenter into any such relationship/transactions. However if and when I Intend to enter intosuch relationships/ transactions whether material or non-material I shall keep priorapproval of the Board. I agree that I shall cease to be an independent director from thedate of entering into such relationship/transaction

(b) I declare that I am not related to promoters or persons occupying managementpositions at the Board level or at one level below the board and also have not beenexecutive of the Company in the immediately preceding three financial years.

(c) I was not a partner or an executive or was also not partner or executive during thepreceding three years of any of the following:

(i) the statutory audit firm or the internal audit firm that is associated with theCompany and

(ii) the legal firm(s) and consulting firm(s) that have a material association with thecompany

(d) I have not been a material suppliers service provider or customer or lessor orlessee of the company which may affect independence of the director and was not asubstantial shareholder of the Company i.e.. owning two percent or more of the block ofvoting shares.

Thanking You.

Yours faithfully

D. Ravichandra Babu

(Independent director)

Place: Chennai

Date: 13/05/2015

ANNEXURE II

Nomination and Remuneration Policy of i Power Solutions India Limited

This Nomination and Remuneration Policy is being formulated in compliance with Section178 of the Companies Act 2013 as amended from time to time. This policy on nominationand remuneration of Directors Key Managerial Personnel and Senior Management has beenformulated by the Nomination and Remuneration Committee (NRC or the Committee) and hasbeen approved by the Board of Directors in their meeting held on 24th February 2015

Definitions:

"Remuneration" means any money or its equivalent given or passed to anyperson for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961;

"Key Managerial Personnel" means:

• Managing Director or Chief Executive Officer or Manager and in their absence aWhole-time Director;

• Chief Financial Officer;

• Company Secretary; and i such other officer as may be prescribed.

"Senior Managerial Personnel" mean the personnel of the company who aremembers of its core management team excluding Board of Directors. Normally this wouldcomprise all members of management of rank equivalent to General Manager and aboveincluding all functional heads.

Objective:

The objective of the policy is to ensure that

• the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the companysuccessfully;

• relationship of remuneration to performance is clear and meets appropriateperformance benchmarks: and

• remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the company and its goals.

Role of the Committee:

The role of the NRC will be the following:

• To formulate criteria for determining qualifications positive attributes andindependence of a Director

• To formulate criteria for evaluation of Independent Directors and the Board.

• To identify persons who are qualified to become Directors and who may beappointed in Senior Management in accordance with the criteria laid down in this policy.

• To carry out evaluation of Director’s performance.

• To recommend to the Board the appointment and removal of Directors and SeniorManagement.

• To recommend to the Board policy relating to remuneration for Directors KeyManagerial Personnel and Senior Management.

• To devise a policy on Board diversity composition size

• Succession planning for replacing Key Executives and overseeing.

• To carry out any other function as is mandated by the Board from time to timeand / or enforced by any statutory notification amendment or modification as may beapplicable.

• To perform such other functions as may be necessary or appropriate for theperformance of its duties

APPOINTMENT AND REMOVAL OF DIRECTOR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

• The Committee shall identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director KMP or at SeniorManagement level and recommend his / her appointment as per Company's Policy.

t A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has authority to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the position.

• The Company shall not appoint or continue the employment of any person asWhole-time Director who has attained the age of seventy years. Provided that the term ofthe person holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution.

TERM/TENURE

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms of uptomaximum of 5 years each but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not during the said period of three yearsbe appointed in or be associated with the Company in any other capacity either directlyor indirectly.

At the time of appointment of Independent Director It should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company or such other numberas may be prescribed under the Act.

EVALUATION

The Committee shall carry out evaluation of performance of Director KMP and SeniorManagement Personnel yearly or at such intervals as may be considered necessary.

REMOVAL

The Committee may recommend with reasons recorded in writing removal of a DirectorKMP or Senior Management Personnel subject to the provisions and compliance of theCompanies Act 2013. rules and regulations and the policy of the Company.

RETIREMENT

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel In the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL

1 Remuneration to Managing Director / Whole-time Directors:

• The Remuneration/ Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company.

• The Nomination and Remuneration Committee shall make such recommendations to theBoard of Directors as it may consider appropriate with regard to remuneration to ManagingDirector / Whole-time Directors.

• Remuneration to Non- Executive / Independent Directors:

• The Non-Executive / Independent Directors may receive sitting fees and suchother remuneration as permissible under the provisions of Companies Act 2013. The amountof sitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.

• All the remuneration of the Non- Executive / Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling/ limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

• Any remuneration paid to Non- Executive / Independent Directors for servicesrendered which are of professional in nature shall not be considered as part of theremuneration for the purposes of clause (b) above if the following conditions aresatisfied:

• The Services are rendered by such Director in his capacity as the professional:and

• In the opinion of the Committee the director possesses the requisitequalification for the practice of that profession.

• Remuneration to Key Managerial Personnel and Senior Management:

The remuneration to Key Managerial Personnel and Senior Management shall consist offixed pay and incentive pay in compliance with the provisions of the Companies Act 2013and in accordance with the Company's Policy.

• The Fixed pay shall include monthly remuneration employer’s contributionto Provident Fund contribution to pension fund pension schemes etc. as decided from totime.

• The Incentive pay shall be decided based on the balance between performance ofthe Company and performance of the Key Managerial Personnel and Senior Management to bedecided annually or at such intervals as may be considered appropriate.

IMPLEMENTATION

• The Committee may issue guidelines procedures formats reporting mechanism andmanuals in supplement and for better implementation of this policy as consideredappropriate.

• The Committee may Delegate any of its powers to one or more of its members.

ANNEXURE III

Vigil mechanism & Whistle blower policy of1 Power Solutions India limited Prelace

• Power Solutions India Lmited (Company) Is committed to conducting its businessin accordance with applicable laws rules and regulations and the highest standards ofbusiness ethics and to full and accurate disclosures. The Company believes in the conductof the affairs of its constituents in a fair and transparent manner by adopting higheststandards of professionalism honesty integrity and ethical behavior. The purpose of thismechanism is to eliminate and help to prevent malpractices to investigate and resolvecomplaints take appropriate action to safeguard the interests of the Company and toensure that any person making a complaint (referred to as "a whistleblower") isprotected while at the same time actively discouraging frivolous and insubstantialcomplaints. Company shall oversee the vigil mechanism through Audit committee and if anyof the members of the committee have a conflict of interest in a given case they shouldrecuse themselves and the others on the committee would deal with the matter on hand.

Scope of Vigil Mechanism

• To act as an additional internal element of the Company’s compliance andintegrity policies

• Not a substitute for other formal internal arrangements and procedures.

• Seeks to ensure that anyone who is aware (director or employee of the company)of a breach of Company policies and procedures suspected or actual frauds andembezzlement illegal unethical behavior or violation of company's code of conduct orethics etc. feels free to bring this to the attention of appropriate personnel in theCompany without fear of victimization harassment or retaliation.

Applicability

This Mechanism applies to the following:

• All the Directors

• All the employees and ex-employees and their representative bodies of differentdepartments of the Company

• All the Business Associates of the Company Compliance with Laws Rules andRegulations Section 177 of the Companies Act 2013 provides for a requirement for alllisted companies to establish a mechanism called ‘Vigil Mechanism' for all theDirectors and employees to report to the management instances of unethical behaviouractual or suspected fraud or violation of the Company’s code of conduct or ethicspolicy.

Accordingly this Vigil Mechanism is required to provide adequate safeguards againstvictimization of persons who use such mechanisms and also to ensure direct access to theChairman of the Audit Committee in appropriate or exceptional cases.

Definitions

• Act" means the Companies Act 2013 and relevant rules; as amended from timeto time;

• Audit Committee" means a Committee constituted by the Board of Directors ofthe Company in accordance with the Companies Act 2013;

• "Board" means the Board of Directors of the Company; i"Company" means i Power Solutions India limited

• "Disciplinary Action" means any action that can be taken on thecompletion of / during the Investigation proceedings including but not limiting to awarning imposition of fine suspension from official duties or any such action as isdeemed to be fit considering the gravity of the matter.

• "Directors" means all the directors of the Company including directorsof its subsidiaries and associates.

• "Employee" means every employee on the permanent or temporary rolls ofthe Company and ex-employees including its subsidiaries and associates (whether working inIndia or abroad) and includes their representative bodies.

• "Fraud" In relation to affairs of a company or anybody corporateincludes any act omission concealment of any fact or abuse of position committed by anyperson or any other person with the connivance In any manner with intent to deceive togain undue advantage from or to injure the interests of the company or its shareholdersor its creditors or any other person whether or not there is any wrongful gain orwrongful loss.

• "Investigation Subject" means a person or group of persons against orin relation to whom a Protected Disclosure is made or evidence gathered during the courseof an investigation.

• "Policy" means The Vigil Mechanism/Whistle Blower Policy.

• "Protected Disclosure" means any communication made in good faith bythe whistle blower that discloses or demonstrates information that may indicate evidencetowards unethical or improper activity.

• "Reporting Authority" means any member of the Audit Committee.

• "Whistle Blower" means a person making a Protected Disclosure underthis Policy. Whistle Blower or complainant could be Director(s)/employee/ex-employeeincluding their representative bodies /business associate whether at the Senior Managementlevel or at lower level.

• Wrongful Gain" means the gain by unlawful means of property to which theperson gaining Is not legally entitled.

• "Wrongful Loss" means the loss by unlawful means of property to whichthe person losing is legally entitled.

Disclosure

The information on suspected wrongful conduct should be such information which isintended to cover serious concerns that could have a large impact on the Company such asactions that:

• Abuse of Authority i Breach of contract

• Negligence causing substantial and specific danger to public health and safety iManipulation of company data/records i Financial Irregularities including fraud orsuspected fraud i Criminal offence

• Pilferation of confidential/propriety information i Deliberate violation oflaw/regulation i Wastage/misappropriation of company funds/assets i Breach of employeeCode of Conduct or Rules i Any other unethical biased favoured imprudent event

• Amount to serious improper conduct including any kind of harassment (sexual orotherwise)

The above list is only illustrative and should not be considered as exhaustive.

Policy should not be used in place of the Company grievance procedures or be a routefor raising malicious or unfounded allegations against colleagues.

Investigation

• Whistle Blower can make Protected Disclosure to Reporting Authority as soon aspossible after becoming aware of the suspected or actual frauds and embezzlement illegalunethical behavior or violation of company's code of conduct or ethics etc

• Whistle Blower must put his/her name to allegations. Concerns expressedanonymously WILL NOT BE investigated.

• If initial enquiries by the Repoding Authority indicate that the concern has nobasis or it is not a matter to be investigation pursued under this Policy it may bedismissed at this stage and the basis for such dismiss will be recorded and such decisionwill be documented.

• Where initial enquiries indicate that further investigation is necessary thiswill be carried through either by the Reporting Authority.

Documentation and Reporting

1. Written report of the findings would be made. The record would include:

• Facts of the Matter

• Whether the Protected Disclosure was raised previously by anyone or not and Ifmade the outcome thereof:

• Whether any Protected Disclosure was raised previously against the sameInvestigation Subject: i The financial/ otherwise loss which has been incurred / wouldhave been incurred by the Company i Findings of Reporting authority: i Impact Analysis(If applicable).

• The timeline for final decision of investigation (Maximum 15 days).

2. In case the Protected Disclosure Is proved take such Disciplinary Action as theCommittee may think fit and lake preventive measures to avoid reoccurrence of the matter;

• In case the Protected Disclosure is not proved extinguish the matter and takenote of the same; or

Depending upon the seriousness of the matter the Committee may refer the matter to theAudit Committee with proposed disciplinary action/countermeasures. In case the AuditCommittee thinks that the matter is too serious it can further place the matter beforethe Board with its recommendations. The Board may decide the matter as it deems fit.

• In case of repeated frivolous complaints being filed by a director or anemployee the audit committee may take suitable action against the concerned director oremployee including reprimand.

• In exceptional cases where the Whistle Blower is not satisfied with the outcomeof the investigation and the decision he/she can make a direct appeal to the Chairman ofthe Audit Committee.

Protection

• No unfair treatment will be meted out to a Whistle Blower by virtue of his/herhaving reported a Protected

Disclosure under this Policy.

• The Company as a policy condemns any kind of discrimination. harassmentvictimization or any other unfair employment practice being adopted against WhistleBlower. Complete protection will therefore be given to Whistle Blower against any unfairpractice like retaliation threat or intimidation of termination/ suspension of servicedisciplinary action transfer demotion refusal of promotion discrimination any type ofharassment biased behavior or the including any direct or indirect use of authority toobslruct the Whistle Blower's right to continue to perform his duties/functions includingmaking further Protected Disclosure.

• As a matter of general deterrence the Company shall publicly inform employeesof the penalties imposed and discipline of any person from misconduct arising fromretaliation.

• Any investigation Into allegations of potential misconduct will not influence orbe influenced by any disciplinary or redundancy procedures already taking place concerningan employee reporting a matter under this policy.

• The Company will take steps to remove difficulties If any which the WhistleBlower may experience as a result of making the Protected Disclosure. Thus if the WhistleBlower is required to give evidence in criminal or disciplinary proceedings the Companywill arrange for the Whistle Blower to receive advice about the procedure etc.

• The identity of the Whistle Blower shall be kept confidential.

• Any other Employee assisting in the said investigation or furnishing evidenceshall also be protected to the same extent as the Whistle Blower.

The independent directors shall ascertain and ensure that the company has an adequateand functional vigil mechanism and to ensure that the interests of a person who uses suchmechanism are not prejudicially affected on account of such use:

Secrecy and Confidentiality

The Whistle Blower the Investigation Subject Audit Committee and everyone involvedin the process shall: i maintain complete confidentiality/ secrecy of the matter i notdiscuss the matter in any informal/social gatherlngs/meetlngs

• discuss only to the extent or with the persons required for the purpose ofcompleting the process and investigations

• not keep the papers unattended anywhere at any time i keep the electronicmalls/files under password

• if anyone is found not complying with the above he/ she shall be held liablefor such disciplinary action as is considered fit.

Reporting

A quarterly report with number of complaints received under the Policy and theiroutcome shall be placed before the Audit Committee.

Amendment

The Company reserves the right to amend or modify this Policy in whole or in pari atany point of time. Any amendment to the Policy shall take effect from the date when it isapproved by the Audit Committee of the Company and hosted on the Company website.

ANNEXUREV

SECRETARIAL AUDIT REPORT

Form No. MR-3

(Pursuant to Section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules. 2014) for the Financial Year ended March31.2015

To

The Members

I Power Solutions India Limited

No.9/5.2nd Floor. 2nd Main Road

Karpagam Gardens. Adyar

Chennai - 600 020.

We were appointed by the Board of Directors I POWER SOLUTIONS INDIA LIMITED(hereinafter called the Company) to conduct Secretarial Audit for the financial year ended31st March 2015.

We have conducted the Secretarial Audit In respect of compliance with applicablestatutory provisions and adherence to good corporate practices by the Company. SecretarialAudit was conducted in a manner that provided us a reasonable basis for evaluating thecorporate conducts/statutory compliances and expressing our opinion thereon.

Management's Responsibility for Secretarial Compliances

The Company's Management Is responsible for preparation and maintenance of secretarialrecords and for devising proper systems to ensure compliance with the provisions ofapplicable laws and regulations

Auditor’s Responsibility

Our Responsibility is to express on the Secretarial records standards and proceduresfollowed by the Company with respect to secretarial compliances.

We believe that audit evidence and information obtained from the Company's managementis adequate and appropriate for us provide a basis for our opinion.

Opinion

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the company for the financial year ended on March 312015 accordingto the provisions of:

• The Companies Act 2013 (the Act) and the rules made there under as applicable;

• The Securities Contracts (Regulation) Act. 1956 ('SCRA') and the rules madethereunder as applicable;

• The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder -Not Applicable

• Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment asapplicable:

• The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act. 1992 ('SEBI Act’):- (As amended from time to time)

• The Securities and Exchange Board of India (Substantial Acquisition of Sharesand Takeovers) Regulations 2011; - Not applicable as the Company did not issue anysecurity during the financial year under review.

• The Securities and Exchange Board of India (Prohibition ot Insider Trading)Regulations 1992;- Not applicable as the Company did not issue any security during thefinancial year under review

• The Securities and Exchange Board of India (Issue of Capital and DisclosuresRequirements) 2009 - Not applicable as the Company did not issue any security during thefinancial year under review;

• The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999/ The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 (Effective 28th October 2014) -Not applicable as the Company has not granted any Options to its employees during thefinancial year under review;

• The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008 - Not applicable as the Company has not issued any debtsecurities during the financial year under review;

• The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

• The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations. 2009 - Not applicable as the Company has not done delisting of equity sharesduring the financial year under review;

• The Securities and Exchange Board of India (Buy back of Securities) Regulations1998 - Not applicable as the Company has not bought back any of its securities during thefinancial year under review.

We have also examined compliance with the applicable clauses of the following:

• Secretarial Standards issued by The Institute of Company Secretaries of India(not applicable as yet to be notified).

• The Listing Agreements entered into by the Company with BSE Limited.

Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit We hereby report that in our opinion the company hasduring the financial year ended on March 31. 2015 complied with the aforesaid laws.Material compliances are listed in the Annexure attached to this Report.

Based on Information received and records maintained We further report that:

• The Board of Directors of the Company Is duly constituted with proper balance ofexecutive directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the year under review werecarried in compliance with the provision of the act.

• Adequate notice was given to all directors to schedule the Board Meetings.Agenda and detailed notes on agenda were sent in advance and a system exists for seekingand obtaining further Information and clarifications on the agenda items before themeeting and for meaningful participation at the meeting.

• Decisions at the Board Meeting as represented by the management and recorded inminutes were taken unanimously.

Based on the compliance mechanism established by the Company and on the basis of theCompliance Certificate(s) issued by the Company Secretary in practice and taken on recordby the Board of Directors at their meeting(s) we are of the opinion that the managementhas:-

• Adequate system and process commensurate with its size and operations tomonitor and ensure compliance with applicable laws rules regulations and guidelines: and

• Complied with the following other laws specifically applicable to the Company:-

• Income Tax Act 1961 and Indirect Tax Laws.

• Information Technology Act 2000

• Software Technology Parks of India Rules and Regulations.

• Trade Marks Act 1999.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards and Listing Agreements etc. as mentioned above.

We further report that compliance of applicable financial laws including direct andindirect Tax laws by the Company has not been reviewed in this Audit since the same hasbeen subject to review by the Statutory Auditors and other designated professionals.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report thatduring the audit period the company has no instances of:

(i) Public/Right/Preferential issue of shares / debentures/sweat equity etc.

(ii) Redemption / buy-back of securities

(iii) Major decisions taken by the members in pursuance to section 180 of the CompaniesAct 2013. (iv) Merger/amalgamation/reconstruction etc.

Sd/-
S.SHREENIVASAN
ACS No: 9534
C P No: 8780
Place: Chennai
Date: 13.5.2015