Dear Members,

Your directors are pleased to present the 30th Annual Report and the Company’s audited financial statement for the financial year ended March 31,2015.

FINANCIAL PERFORMANCE

The Companys financial performance, for the year ended March 31,2015 is summarized below;

CONTENTS OF THE REPORT
1FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:
(InlNR)
Particulars 2014-15 2013-14
Gross Income 26,05,210 24,85,577
Profit Before Interest, Depreciation and Tax 4,94,450 5,86,651
Finance Charges 30,198 99,588
Profit Before Depreciation and Tax 4,64,252 4,87,063
Provision for Depreciation 2,98,269 4,10.346
Net Profit Before Tax 1,65,983 76,717
Provision for Tax - -
Net Profit After Tax 1,65,983 76,717
Transfer to General Reserve 1,65,983 76,717
Surplus/(Deficit) carried to Balance Sheet 1,65,983 76,717

The Company has its presence spanning across USA. Europe and UAE and its focus areas are Web / e-commerce solutions, software application development, information processing and BPO work. The Company is doing open source software projects in PHP, Web applications, Android applications etc. The Company is committed to software development in open source platform. 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 statements which 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 Financial Year.

4 DIVIDEND:

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

5 AMOUNT, IF ANY, CARRIED FORWARD TO RESERVES:

The balance In profit and loss account amounting to Rs, 1,65,983/- is earned over to the general reserve account.

6 BOARD MEETINGS:

The Board of Directors met 6 times during this financial year on 02nd May 2014, 28th May 2014,18th July 2014,5th 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 year and being eligible offers herself for appointment as regular director at the ensuing annual general meeting. Relevant declaration and disclosures from Independent directors were 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 the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6) and the 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 four directors as members of which Two-thirds of the members are independent directors. All members of audit committee are financially literate with the Chairman of the Committee having the experience in finance, accounting, having requisite professional certification In accounting, financial management experience.

None of the members receive, directly or indirectly, any consulting, advisory or compensatory 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 Meetings held during the year were on 02.05.2014,28.05.2014,18.07.2014,05.11.2014 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 of Rs.500 crore or more, or turnover of Rs.1000 crore or more or a net profit of Rs.5 crore or more during the financial year shall constitute a CSR Committee. Our Company has not triggered 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 requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of the complaints received and disposed off during the financial 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 hereby confirm that:

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

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

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of 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 Act,2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 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 Company retires at the ensuring Annual General Meeting. His re-appointment is recommended.

17 SECRETARIAL AUDIT:

Secretarial audit report as provided by Mr.S. Shreenivasan, Practising Company Secretary, 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 AND OUTGO:

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

Particulars relating to Technology Absorption etc., have not been furnished as the Company has neither undertaken any Research & Development activities in any Field of operations nor imported any technology thereto.

In respect of Foreign Exchange earnings and outgo (in US $), details are given below: Foreign Exchange Earnings: US $ 13,475/- 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 Act, 2013 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 Risks and Opportunities are inevitably intertwined, is a well recognised policy by the Company and thus aims to identify, manage and minimize risks strategically. It is committed to embedding risk management throughout the organisation and Its systems and controls are designed to ensure that exposure to significant risk is properly managed. With the predefined risk management principles and policy, the Company identifies, categorizes, assess and addresses risks.

Key Elements of Risks:

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

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

(iii) Regulatory risks: Any Change In regulations in the field of our operations, would have an impact on the operations. The Company is vigilant on such changes for easy adaptability.

(iv) Emerging Trend: New technologies and trends used in construction industry may impact consumers behavior. The Company continuously scan business environment for early detection of emerging trend.

23 RELATED PARTY TRANSACTIONS:

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

24 FORMAL ANNUAL EVALUATION:

Criteria for evaluation of performance of Independent Directors, Committees and the Board has been laid by the Nomination and Remuneration Committee for their formal evaluation using various professional attributes, including expertise, skills, behavior, experience, leadership qualities, knowledge, performance culture, responsibility, etc. Evaluation of Directors performance based on the criteria is done periodically, or as decided by the Nomination and Remuneration Committee and the same is reported to the Board, 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 the financial constraints. Nomination and Remuneration Policy of the company is given in Annexure II.

27 LISTING WITH STOCK EXCHANGES.

The shares of the Company are listed on BSE Limited and the Company hereby confirms that 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 this report are followed by the Company.

29 ACKNOWLEDGEMENT:

Your directors thank and acknowledge the continuous co-operation and assistance extended 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 of the 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 directors remuneration, I did not have any material pecuniary relationship or transactions with the Company, its promoter, Its directors, senior management or its holding Company, its subsidiary and associates as named in the Annexure thereto which may affect my independence as director on the Board of the Company. I further declare that I will not enter Into any such relationship/transactions. However, If and when I intend to enter into such relationships/ transactions, whether material or non-material I shall keep prior approval of the Board. I agree that I shall cease to be an independent director from the date of entering into such relationship/transaction.

(b) I declare that I am not related to promoters or persons occupying management positions at the Board level or at one level below the board and also have not been executive 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 the preceding three years, of any of the following:

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

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

(d) I have not been a material suppliers, service provider or customer or lessor or lessee of the company, which may affect independence of the director, and was not a substantial shareholder of the Company i.e„ owning two percent or more of the block of 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 of the 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 directors remuneration, I did not have any material pecuniary relationship or transactions with the Company, its promoter, its directors, senior management or its holding Company, its subsidiary and associates as named in the Annexure thereto which may affect my independence as director on the Board of the Company. I further declare that I will not enter into any such relationship/transactions. However, if and when I intend to enter into such relationships/ transactions, whether material or non-material I shall keep prior approval of the Board. I agree that I shall cease to be an independent director from the date of entering into such relationship/transaction.

(b) I declare that I am not related to promoters or persons occupying management positions at the Board level or at one level below the board and also have not been executive 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 the preceding three years, of any of the following:

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

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

(d) I have not been a material suppliers, service provider or customer or lessor or lessee of the company, which may affect independence of the director, and was not a substantial shareholder of the Company i.e., owning two percent or more of the block of voting 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 of the 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 directors remuneration, I did not have any material pecuniary relationship or transactions with the Company, its promoter, its directors, senior management or its holding Company, its subsidiary and associates as named in the Annexure thereto which may affect my independence as director on the Board of the Company. I further declare that I will not enter into any such relationship/transactions. However, if and when I Intend to enter into such relationships/ transactions, whether material or non-material I shall keep prior approval of the Board. I agree that I shall cease to be an independent director from the date of entering into such relationship/transaction

(b) I declare that I am not related to promoters or persons occupying management positions at the Board level or at one level below the board and also have not been executive 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 the preceding three years, of any of the following:

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

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

(d) I have not been a material suppliers, service provider or customer or lessor or lessee of the company, which may affect independence of the director, and was not a substantial shareholder of the Company i.e.. owning two percent or more of the block of voting 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 Section 178 of the Companies Act, 2013, as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been 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 any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;

"Key Managerial Personnel" means:

• Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-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 are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to General Manager and above, including all functional heads.

Objective:

The objective of the policy is to ensure that

• the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

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

• remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance 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 and independence 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 be appointed 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 Senior Management.

• To recommend to the Board policy relating to remuneration for Directors, Key Managerial 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 time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

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

APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

• The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Companys Policy.

t A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether 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 as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval 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, Managing Director or Executive Director for a term not exceeding five years at a time. No re-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 on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

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

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

EVALUATION

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

REMOVAL

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

RETIREMENT

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion 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 the Company.

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-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

• The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.

• Remuneration to Non- Executive / Independent Directors:

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

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

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

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

• In the opinion of the Committee, the director possesses the requisite qualification 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 of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Companys Policy.

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

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

IMPLEMENTATION

• The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.

• 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 business in accordance with applicable laws, rules and regulations and the highest standards of business ethics and to full and accurate disclosures. The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The purpose of this mechanism is to eliminate and help to prevent malpractices, to investigate and resolve complaints, take appropriate action to safeguard the interests of the Company and to ensure that any person making a complaint (referred to as "a whistleblower") is protected, while at the same time actively discouraging frivolous and insubstantial complaints. Company shall oversee the vigil mechanism through Audit committee and if any of the members of the committee have a conflict of interest in a given case, they should recuse 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 and integrity 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 and embezzlement, illegal, unethical behavior or violation of companys code of conduct or ethics etc., feels free to bring this to the attention of appropriate personnel in the Company, 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 different departments of the Company

• All the Business Associates of the Company Compliance with Laws, Rules and Regulations Section 177 of the Companies Act, 2013 provides for a requirement for all listed companies to establish a mechanism called ‘Vigil Mechanism for all the Directors and employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy.

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

Definitions

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

• Audit Committee" means a Committee constituted by the Board of Directors of the 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 the completion of / during the Investigation proceedings including but not limiting to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.

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

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

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

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

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

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

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

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

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

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

Disclosure

The information on suspected wrongful conduct should be such information which is intended to cover serious concerns that could have a large impact on the Company such as actions that:

• Abuse of Authority i Breach of contract

• Negligence causing substantial and specific danger to public health and safety i Manipulation of company data/records i Financial Irregularities, including fraud, or suspected fraud i Criminal offence

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

• Amount to serious improper conduct, including any kind of harassment (sexual or otherwise)

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 route for raising malicious or unfounded allegations against colleagues.

Investigation

• Whistle Blower can make Protected Disclosure to Reporting Authority, as soon as possible after becoming aware of the suspected or actual frauds and embezzlement, illegal, unethical behavior or violation of companys code of conduct or ethics etc,

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

• If initial enquiries by the Repoding Authority indicate that the concern has no basis, or it is not a matter to be investigation pursued under this Policy, it may be dismissed at this stage and the basis for such dismiss will be recorded and such decision will be documented.

• Where initial enquiries indicate that further investigation is necessary, this will 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 If made, the outcome thereof:

• Whether any Protected Disclosure was raised previously against the same Investigation Subject: i The financial/ otherwise loss which has been incurred / would have 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 the Committee 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 take note of the same; or

Depending upon the seriousness of the matter, the Committee may refer the matter to the Audit Committee with proposed disciplinary action/countermeasures. In case the Audit Committee thinks that the matter is too serious, it can further place the matter before the 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 an employee, the audit committee may take suitable action against the concerned director or employee including reprimand.

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

Protection

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

Disclosure under this Policy.

• The Company, as a policy, condemns any kind of discrimination. harassment, victimization or any other unfair employment practice being adopted against Whistle Blower. Complete protection will, therefore, be given to Whistle Blower against any unfair practice like retaliation, threat or intimidation of termination/ suspension of service, disciplinary action, transfer, demotion, refusal of promotion, discrimination, any type of harassment, biased behavior or the including any direct or indirect use of authority to obslruct the Whistle Blowers right to continue to perform his duties/functions including making further Protected Disclosure.

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

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

• The Company will take steps to remove difficulties If any, which the Whistle Blower may experience as a result of making the Protected Disclosure. Thus, if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will 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 evidence shall also be protected to the same extent as the Whistle Blower.

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

Secrecy and Confidentiality

The Whistle Blower, the Investigation Subject, Audit Committee, and everyone involved in the process shall: i maintain complete confidentiality/ secrecy of the matter i not discuss the matter in any informal/social gatherlngs/meetlngs

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

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

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

Reporting

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

Amendment

The Company reserves the right to amend or modify this Policy in whole or in pari, at any point of time. Any amendment to the Policy shall take effect from the date when it is approved 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 March 31.2015

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 ended 31st March, 2015.

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

Managements Responsibility for Secretarial Compliances

The Companys Management Is responsible for preparation and maintenance of secretarial records and for devising proper systems to ensure compliance with the provisions of applicable laws and regulations

Auditor’s Responsibility

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

We believe that audit evidence and information obtained from the Companys management is 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 other records maintained by the company for the financial year ended on March 31,2015 according to 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 made thereunder, 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 there under to the extent of Foreign Direct Investment, Overseas Direct Investment, as applicable:

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

• The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; - Not applicable as the Company did not issue any security 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 the financial year under review

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

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

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

• The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer 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 shares during the financial year under review;

• The Securities and Exchange Board of India (Buy back of Securities) Regulations, 1998 - Not applicable as the Company has not bought back any of its securities during the financial 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 Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during 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 of executive directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the year under review were carried 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 seeking and obtaining further Information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

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

Based on the compliance mechanism established by the Company and on the basis of the Compliance Certificate(s) issued by the Company Secretary in practice and taken on record by the Board of Directors at their meeting(s), we are of the opinion that the management has:-

• Adequate system and process commensurate with its size and operations, to monitor 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 Act, Rules, Regulations, Guidelines, Standards and Listing Agreements etc. as mentioned above.

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

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with 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 Companies Act, 2013. (iv) Merger/amalgamation/reconstruction, etc.

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