I Power Solutions India Ltd Directors Report.

Dear Members,

Your directors are pleased to present the 36th Annual Report and the Companys audited financial statements for the financial year ended 31st March, 2021.

FINANCIAL PERFORMANCE

The Companys financial performance, for the year ended March 31, 2021 is summarized below;

CONTENTS OF THE REPORT

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

(In INR)

Particulars 2020-21 2019-20
Revenue from Operation 20,80,004 20,99,022
Other Income 80 -
Profit Before Interest, Depreciation and 2,46,580 1,79,201
Tax
Finance Charges - -
Profit Before Depreciation and Tax 2,46,580 1,79,201
Provision for Depreciation 1,35,992 1,59,658
Net Profit Before Tax 1,10,588 19,543
Provision for Tax 24,740 5,085
Net Profit After Tax 85,848 14,458
Transfer to General Reserve - -
Surplus/(Deficit) carried to Balance 85,848 14,458
Sheet

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:

in view of the lockdown across the country due to Covid-19 pandemic, the performance of the Company was adversely affected as execution of some of the orders was delayed. New order bookings are affected leading to significant challenges in going forward. The Board of Director expects that the business will improves in the subsequent months.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

3 There has been no change in the nature of business of the Company during the Financial Year.

4 DIVIDEND:

The Company has not recommended any dividend for this financial year in view of financial constraints.

5 AMOUNT, IF ANY, CARRIED FORWARD TO RESERVES:

The Company retained the entire surplus in the Profit and Loss Account and hence no transfer to General Reserve was made during the Year.

6 BOARD MEETINGS:

The Board of Directors met 4 times during this financial year on 21st May 2020, 28th July 2020, 6th November 2020 and 18th January 2021. For details of meetings of the board, please refer to the Corporate Governance report, which is a part of this report. The intervening gap between the meetings was within the period prescribed under the Companies act, 2013. The Board of Directors has passed a Circular Resolution on 19th August 2020.

7 DIRECTORS AND KEY MANAGERIAL PERSONNEL :

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

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

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

(D) Mr.D.RavichandraBabu (DIN 00016326) - Independent Non-Executive Director

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

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the company, Mr. V Parandhaman (DIN: 00323551), Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his reappointment for the consideration of the members of the company at the forthcoming annual general meeting. Brief details of V Parandhaman (DIN: 00323551), has been mentioned in the notice convening the Annual

General Meeting at "Information pursuant to the Listing Regulations and Secretarial Standards in respect of Appointment/ Re-appointment of Directors.

Brief Profile of Directors proposed to be Re-appointed:

Mr. V Parandhaman is a Bachelor Degree holder of Science, University of Madras. He did his CA and obtained certificates in Computer Programming Language in the year 1981. He is the member of Cost and Works Accountant, India since 1983 and a member of Cost and Management Accountant, London since 1985 and he did his C.A., Certified Public Accountant, California in the year 1991.

Mr. V Parandhaman is the promoter and chairman of the Company and has got wide range of experience in the business of the Company.

Following are few of his career achievements:

1981-1983 He worked as Audit Manager. A.F. Ferguson and Company, Bombay, in charge of the auditing and Systems Works for multinational companies and national companies, in different industries.

1983-1988- Controller Hong Kong Branch, Bahrian, Offshore Banking Unit, in charge of the Accounting and EDP functions of the Banking Units in Bahrian.

1989-1991 Internal Audit Manager Mather Federal Credit Union, Sacramento, Ca, USA, in charge of the internal and systems audit functions for the bank which had branches in USA, Greece and Turkey.

1991-1993 Certified Public Accountant- Sacramento, Ca. had a successful business consulting, system studies, auditing etc. and onsite consulting. The Company was merged with RCM technologies Inc., a company traded in Nasdaq Stock Exchange.

From 1998 Promoter and chairman of I Power Solutions India Limited.

Mr. V Parandhaman is the spouce of Mrs.Vasumathy Parandhaman who is holding 1200 equity shares constituting 0.03%.

Mr. V Parandhaman does not have directorship or membership of committee of Board in any other listed Company.

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).

9. BOARD EVALUATION

Pursuant to the provisions of the Companies act, 2013 and Regulation 4(f) and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees.

The evaluation process for measuring the performance of Executive/Non-Executive and Independent Directors is being conducted through a survey which contains a questionnaire capturing each Board and Committee Members response to the survey which provides a comprehensive feedback to evaluate the effectiveness of the Board and its Committees as a whole and also their independent performance. The methodology adopted by each Director who responded to the survey has graded their peers against each survey item from 1 to 5 with 1 marking the lower efficiency and 5 the highest efficiency which revealed more realistic data on measuring the effectiveness of the Board dynamics, flow of information, decision making of Directors and performance of Board and Committee as a whole.

The Independent Directors evaluation is being done by the entire Board with main focus on their adherence to the Corporate Governance practices and their efficiency in monitoring the same. They are also being evaluated on various parameters viz., their performance by way of active participation , in Board and Committee meetings, discussing and contributing to strategic planning, fulfillment of Independence criteria as specified under SEBI (LODR) Regulations, 2015 as amended and their independence from the Management etc., ensuring non participation of Independent Director being evaluated.

The performance of the Chairman of the Company was reviewed by the Independent Directors who ensured during their review, that the Chairman conducted the Board proceedings in an unbiased manner without any conflict with his personal interest at any point of time. It was further ascertained by the Independent Directors that the Chairman allowed the Board Members to raise any concerns on any business of the Board during their Meetings and addressed them in the best interest of the Company.

As per the SEBI Circular SEBI/HO/CFD/CMD/CIR/P/2018 /79dated 10th May 2018, the followings details are being provided on Board evaluation

Observations of board evaluation carried out for the year. There were no observations arising out of board evaluation during the year as the evaluation indicates that the Board has functioned effectively within its powers as enumerated under The Companies Act, 2013 and in consonance with the Articles of Association of the Company.
Previous years observations and action taken. There were no observations during the previous year warranting any action
Proposed actions based on current year observations. As there were no observations, the action to be taken does not arise.

10 TRAINING AND FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Every Independent Director on being inducted into the Board attends an orientation program. To familiarise the new directors with the strategy, operations and functions of our Company, the Executive Directors/Senior Managerial Personnel make presentations to the inductees about the Companys strategy, operations, product offerings, organisation structure, human resources, technologies, facilities and risk management.

Further, at the time of appointment of Independent Directors, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a Director. The detailed familiarization program for Independent Directors is hosted on the website of the Company and the web link for same Click here

11. COMMITTEES OF THE BOARD

As on March 31, 2021, the Board had four committees: the Audit Committee, the Nomination And Remuneration Committee, the Stakeholders Relationship Committee and the Risk Management Committee. A majority of the committees consists entirely of independent Directors. During the year 4 meetings of Audit Committee, 2 meetings of Stakeholders Relationship Committee, 2 meetings of Nomination And Remuneration Committee and 2 meetings of Risk Management committee were also held, the details of which viz., dates and number of meetings attended by each director etc., are given in the Corporate Governance report. Also, all recommendations made by the committees were approved by the Board. A detailed note on the composition of the board and its committees is provided in the Corporate Governance report.

12 DETAILS OF POLICIES DEVELOPED BY THE COMPANY

The Company has developed and implemented

(i) Nomination and Remuneration Policy,

(ii) Risk Management Policy and

(iii) Whistle-Blower Policy Vigil Mechanism, the details are given in Annexure -1

13 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.

14 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 2019-20:

a) No. of complaints received: NIL

b) No. of complaints disposed off: NIL

15. VIGIL MECHANISM:

Pursuant to the provisions of revised Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and section 166 (9)&(10) of the Companies act, 2013, the Company had established a vigil mechanism for Directors and employees to report concerns of unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct.

16. DIRECTORS 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

17. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JV

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

18. EXTRACT OF ANNUAL RETURN:

As per the MCA Notification dated 28th August, 2020 making an amendment to Rule 12(1), a web link of the Annual Return is furnished in accordance with sub section (3) of Section 92 of The Companies Act, 2013 and as prescribed in Form MGT-9 of The Companies ( Management and Administration) Rules, 2014

You may please refer to our Companys weblink Click here

19. AUDITORS:

M/s. Macharla & Associates. Chartered accountants (Firm Registration No. 013818S),) existing auditors of the Company were appointed for a period of 5(five) years by the members of the Company in the 34th annual General meeting held on 14th August 2019. The Company has received a certificate from the Auditors to the effect they are not disqualified to continue as Auditors of the Company for the financial year 2020-21.

Total Fees for all the Services paid by the Company, on a consolidated basis, to the Statutory Auditors Statutory Audit Fees: Rs.82,600/- Tax Audit : Rs.18,526/-

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 the Financial Year ended 31st March, 2021.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under subsection(12) of section 143 of the Companies Act, 2013, during the year under review.

21 SECRETARIAL AUDIT:

Secretarial audit report as provided by Mrs.Saimathy, Practising Company Secretary, is annexed to this Report as ANNEXURE 11

22 COMMENTS ON SECRETARIAL AUDIT REPORT:

The Board of Directors undertake to rectify all the remarks made by Secretarial Auditor and to do necessary compliance in the current year

23 INTERNAL AUDITOR

The Board of Directors based on the recommendation of the Audit Committee has re-appointed Mr. V R Sridharan., Chartered Accountants, Chennai, as the Internal Auditors of 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 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 the Field of operations nor imported any technology thereto.

In respect of Foreign Exchange earnings and outgo (in US$), details are given below: Foreign Exchange Earnings: US$ 21075 / INR 15,42,857 /-

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 Act, 2013 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 Risks and opportunities are inevitably intertwined, is 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 software 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 software industry may impact consumers behavior.

The Company continuously scan business environment for early detection of emerging trend. 28.

RELATED PARTY TRANSACTIONS :

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

29 ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

30 SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES:

The Company has no subsidiaries/ associate companies/ joint ventures as on 31st March, 2020.

31. DISCLOSURE ABOUT COST AUDIT :

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

32. RATIO OF REMUNERATION TO EACH DIRECTOR :

At present Directors are not receiving any remuneration from the company in view of the financial constraints.

33 VIGIL MECHANISM:

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Company. The details of the Policy are posted on the website of the Company.

34 MANAGEMENT DISCUSSION AND ANALYSIS:

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

35 CORPORATE GOVERNANCE REPORT:

Though the 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 up equity share capital not exceeding Rs. 10 Crores and Net worth not exceeding Rs. 25 Crores as on the last day of the previous financial year as per circular of SEBI bearing number CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014. the Company has complied with the Corporate Governance code as stipulated under the listing agreement with the stock exchange. a separate section on Corporate Governance, along with Certificate from the auditors confirming the compliance, is annexed and forms part of the annual report. Pursuant to Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance is herewith annexed as

Annexure-IV.

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 Managerial Personnel) 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 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

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

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

39. LISTING WITH STOCK EXCHANGES:

Shares of the Company are listed on BSE and the Company confirms that it has paid the Annual Listing Fees for the year 2020-21.

SECRETARIAL STANDARDS :

40. The company confirms that the Secretarial Standards, as applicable on the date of this report are followed by the Company.

41. 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
Place: Chennai Chairman & Managing Director
Date: 06/08/2021 DIN: 00323551