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I Power Solutions India Ltd.

BSE: 512405 Sector: IT
NSE: N.A. ISIN Code: INE468F01010
BSE 00:00 | 17 Feb I Power Solutions India Ltd
NSE 05:30 | 01 Jan I Power Solutions India Ltd
OPEN 3.74
PREVIOUS CLOSE 3.81
VOLUME 20
52-Week high 3.81
52-Week low 3.60
P/E 127.00
Mkt Cap.(Rs cr) 2
Buy Price 3.81
Buy Qty 1.00
Sell Price 3.81
Sell Qty 1066.00
OPEN 3.74
CLOSE 3.81
VOLUME 20
52-Week high 3.81
52-Week low 3.60
P/E 127.00
Mkt Cap.(Rs cr) 2
Buy Price 3.81
Buy Qty 1.00
Sell Price 3.81
Sell Qty 1066.00

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

Company director report

Dear Members

Your directors are pleased to present the 34th Annual Report and the Company's auditedfinancial statements for the financial year ended 31st March 2019.

FINANCIAL PERFORMANCE

The Company's financial performance for the year ended March 31 2019 is summarizedbelow;

S.No. CONTENTS OF THE REPORT

1 FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:

(In INR) F Y 2018-19 F Y 2017-18
Particulars 2018-2019 2017-2018
Gross Income 1665996 1567758
Profit Before Interest Depreciation and Tax 456435 252908
Finance Charges 0 0
Profit Before Depreciation and Tax 456435 252908
Provision for Depreciation 189564 198718
Net Profit Before Tax 266871 54190
Provision for Tax - -
Net Profit After Tax 266871 54190
Transfer to General Reserve 266871 54190
Surplus/(Deficit) carried to Balance Sheet 266871 54190

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.

DIVIDEND:

4 The Company has not recommended 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.266871/- is carried over tothe general reserve account.

6 BOARD MEETINGS:

The Board of Directors met 4 times during this financial year on 21st May 2018 2ndAugust 2018 12th October 2018 and 4th February 2019. The maximum interval between anytwo meetings did not exceed 120 days.

Audit Committee also met 4 times during this financial year on 21st May 2018 2ndAugust 2018 12th October 2018 and 4th February 2019.

The Shareholders Relationship Committee also met 4 times during this financial year on21st May 2018 2nd August 2018 12th October 2018 and 4th February 2019.

Nomination and Remuneration Committee met two times during this financial year on 21stMay 2018 and 4th February 2019 Risk Management Committee met once during this financialyear on 4th February 2019 Independent Directors met once during this financial year on 4thFebruary 2019.

7 DIRECTORS AND KEY MANANGERIAL PERSONNEL :

A) Mr.V.Parandhaman (DIN - 00323551) - Promoter Director - Chairman cum ManagingDirector B) Mr.R.Jayaprakash (DIN - 02138581) - Independent Non-Executive Director C)Mr.K.Bhaskaran (DIN - 01952820) - Independent Non-Executive DirectorD)Mr.D.RavichandraBabu (DIN - 00016326) - Independent Non-Executive Director E) Mrs.N RAlamelu (DIN - 02138648) - Independent Non-Executive Woman Director In accordance with theprovisions of Section 152 of the Companies Act 2013 and the Articles of Association ofthe company Mr. V Parandhaman (DIN: 00323551) Director retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for reappointment.The Board recommends his reappointment for the consideration of the members of the companyat the forthcoming annual general meeting. Brief details of V Parandhaman (DIN: 00323551)has been mentioned in the notice convening the Annual General Meeting at "Informationpursuant to the Listing Regulations and Secretarial Standards in respect of Appointment/Re-appointment of Directors.

Taking in to consideration of his rich experience and contribution to the Company andpursuant to the recommendation of the Nomination and Remuneration Committee the Board ofDirectors of the Company subject to the approval of the members at the ensuing AGMpassed a resolution on 11th April 2019 approving the reappointment of Mr. V Parandhamanas Managing Director of the Company for a further period of Five years with effect from01st April 2019 to 31st March 2022.

Mr. D Ravichandra Babu Mr. K Bhaskaran and Mr. Jayaprakash have completed their termof appointment as independent director. Further pursuant to the provisions of Section 149of the Companies Act 2013 the recommendations of the Nomination and RemunerationCommittee the Board of Directors of the Company hereby recommends the appointment of Mr.D Ravichandra Babu Mr. K Bhaskaran and Mr. Jayaprakash as the Independent Directors ofthe company for another period of 5 years

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).

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 other than their remuneration as a Director.

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

The audit committee met 4 times during the year ended 31st March 2019. The Meetingsheld during the year were on 21.05.2018 02.08.2018 12.10.2018 and 04.02.2019.

Name of Director No. of Meetings Meetings attended
Mr. R. Jayaprakash 4 4
Mr. V. Parandhaman 4 4
Mr. K. Bhaskaran 4 4
Mr. D. RavichandraBabu 4 4

NOMINATION AND REMUNERATION COMMITTEE:

10

A committee of the Board named as "Nomination and Remuneration Committee" hasbeen constituted to comply with the provisions of section 178 of Companies Act 2013 andto recommend a policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters and to frame proper systems for identification appointment of Directors& KMPs Payment of Remuneration to them and Evaluation of their performance and torecommend the same to the Board from time to time. The policy is also posted in theinvestors section of the company's website. The details on composition of the Nominationand Remuneration Committee and the attendance by each Member of the Committee are asunder:

Name of the Director Category No. of Meetings held during the Year No. of meetings Attended
K Bhaskaran Chairman
Non-Executive
- Independent Director 2 2
R Jayaprakash Member Non-Executive
- Independent Director 2 2
D Ravichandra Babu Member Non-Executive
- Independent Director 2 2

The committee met 2 times on 21.05.2018 and 04.02.2019 during the year ended 31stMarch 2019.

11 STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted the Stakeholders Relationship Committee as per section 178of the Companies Act 2013 and Regulation 20 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. The details oncomposition of the Nomination and Remuneration Committee and the attendance by each Memberof the Committee are as under:

Name of the Director Category No. of Meetings held during the Year No. of meetings Attended
K Bhaskaran Member Non-Executive -
Independent Director 4 4
R Jayaprakash Member Non-Executive -
Independent Director 4 4
D Ravichandra Babu Chairman Non-Executive -
Independent Director 4 4
V Parandhaman Member Executive -Director 4 4

The Shareholders Relationship Committee also met 4 times during this financial year on21st May 2018 2nd August 2018 12th October 2018 and 4th February 2019.

12 RISK MANAGEMENT COMMITTEE:

The Company has constituted Risk Management Committee. The Details on composition ofthe Risk Management Committee and the attendance by each Member of the Committee are asunder:

Name of the Director Category No. of Meetings held during the Year No. of meetings Attended
V Parandhaman Executive Director Member 1 1
K Bhaskaran Chairman Non-Executive - Independent Director 1 1
R Jayaprakash Member Non-Executive - Independent Director 1 1
D Ravichandra Babu Member Non-Executive - Independent Director 1 1

The committee met one time during the year ended 31st March 2019. The Meetings heldduring the year were on 04.02.2019.

13 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.

14 DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (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) Act2013.

The Internal Complaints Committee ("ICC") has been set up to redress thecomplaints 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 2018-19: a) No. of complaints received: NIL b) No. of complaints disposedoff: NIL

15 VIGIL MECHANISM:

The Company has a Whistle Blower Policy framed to deal with instance of fraud andmismanagement if any in the Company. The details of the Policy are posted on the websiteof the Company www.ipwrs.com

16 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 accountingstandards had been followed along with proper explanation relating to material departures;(b) the directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit and loss of the company for that period; (c) the directors had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; (d) the directors had prepared the annualaccounts on a going concern basis; and (e) the directors had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

(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

17 INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES/ JV

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

18 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 II.

19 AUDITORS:

Pursuant to Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 M/s. Macharla & Associates Chartered Accountants beingeligible offer themselves for re-appointment for a term of 4 (four) years in accordancewith the provisions of Sec. 139 of the Companies Act 2013 and the rules made there under.The Company has also received written consent from the Auditors and a confirmation to theeffect that their reappointment if made would be within the limits prescribed under theSection 141 of the Companies Act 2013 and the rules made there under.

Accordingly the appointment of M/s. Macharla & Associates Chartered Accountantsas the statutory auditors of the Company on such remuneration as may be agreed upon bythe Board of Directors and the Auditors in connection with the audit of Accounts of theCompany is hereby placed before the shareholders for their approval.

20 AUDITORS' REPORT

There are no qualifications reservations or adverse remarks made by M/s. Macharla& Associates. Chartered Accountants Statutory Auditors in their report for theFinancial Year ended 31st March 2019.

The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company under subsection (12) of section 143 of the Companies Act 2013 during theyear under review. (signed Audit report is required)

21 SECRETARIAL AUDIT:

Secretarial audit report as provided by Mrs.Saimathy Practising Company Secretary isannexed to this Report as ANNEXURE I.

22 COMMENTS ON SECRETARIAL AUDIT REPORT: a) Secretarial Standard: the Board hastaken this issue as an important and advised the secretarial department to carry out asper the norms specified b) Appointment of Key Managerial Personnel and Compliance Officer:The Company has appointed Compliance officer under Regulation 6 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 witheffect from 4th February 2019 and other Key Managerial Personnel with effect from 1stApril 2019. c) Functional website: Due to technical error at the portal Server some ofthe details were not able to view and the company is in the process of fixing the portalserver problem. d) Non Compliance of Regulation 13(3) of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015: e) NonCompliance of Regulation 19(1) and (2) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015: The Compliance withthe provisions of under Regulation 27 (2) of SEBI (Listing Obligations & DisclosuresRequirement) Regulation 2015 shall not apply to the company as the paid up equity sharecapital has not exceeded Rs. 10 Crores and Net worth has not exceeded Rs. 25 Crores as onthe last day of the previous financial year as per circular of SEBI bearing numberCIR/CFD/ POLICY CELL/7/2014 dated 15th September 2014. f) Other Qualified Points: TheBoard has taken the decision for strict implementation of the points as specified in theReport and advised the concerned departments to carry out in time and without any lapses.

23 INTERNAL AUDITOR

The Board of Directors based on the recommendation of the Audit Committee hasre-appointed Mr. V R Sridharan. Chartered Accountants Chennai as the Internal Auditorsof your Company. The Internal Auditors are submitting their reports on quarterly basis.

24 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

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 the Field ofoperations nor imported any technology thereto.

In respect of Foreign Exchange earnings and outgo (in US$) details are given below:Foreign Exchange Earnings: US$ 19400 / INR 1343706/-Foreign Exchange Outgo: US$ - Nil

25 DETAILS RELATING TO DEPOSITS IF ANY:

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

26 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

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

27 RISK MANAGEMENT :

The Company has well defined Risk Management Policy in place. The fact that the Risksand opportunities are inevitably intertwined is well recognised policy by the Company andthus 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: TheEconomic environment around the world is showing sign of growth. Growth in the softwareindustry 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 software industrymay impact consumers' behavior. The Company continuously scan business environment forearly detection of emerging trend.

28 RELATED PARTY TRANSACTIONS :

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

29 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.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE

30 FINANCIAL STATEMENTS:

The Company has in place an Internal Control System commensurate with the size scaleand complexity of its operations. During the year such controls were tested and noreportable material weaknesses in the design or operation were observed.

31 SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES:

The Company has no subsidiaries/ associate companies/ joint ventures as on 31st March2019.

32 DISCLOSURE ABOUT COST AUDIT :

Details of cost audit are not provided as the commercial operations are very limitedand no cost audit is undertaken.

33 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. The policy is also posted in the investors section of the company's website.

34 MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 (2) (e) of SEBI (LODR) Regulations 2015 a report onManagement Discussion & Analysis is herewith annexed as Annexure-III.

35 CORPORATE GOVERNANCE REPORT:

Compliance with the provisions of under Regulation 27 (2) of SEBI (Listing Obligations& Disclosures Requirement) Regulation 2015 shall not apply to your company as paid upequity share capital not exceeding Rs. 10 Crores and Net worth not exceeding Rs. 25 Croresas on the last day of the previous financial year as per circular of SEBI bearing numberCIR/CFD/POLICY CELL/7/2014 dated 15th September 2014.

36 PARTICULARS OF EMPLOYEES:

The Company is not required to provide any information pursuant to Section 197 (12)read with Rule 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company and in terms of Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

37 PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit and other Committees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department. The Directors expressed theirsatisfaction with the evaluation process

38 SIGNIFICANT AND 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.

39 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no Material Changes and Commitments Affecting the Financial Position of theCompany.

40 LISTING WITH STOCK EXCHANGES:

Shares of the Company are listed on BSE and the Company confirms that it has paid theAnnual Listing Fees for the year 2018-2019

41 SECRETARIAL STANDARDS :

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

42 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 & Managing Director
Date : 19.07.2019 DIN: 00323551
Place: Chennai