Your directors have pleasure in presenting the 38th Annual Report of I POWER SOLUTIONS INDIA LIMITED along with the Audited Statement of Accounts and the Auditors Report for the Financial Year ended March 31, 2023. The Summarized financial results for the Financial Year are as under:
31st March, 2023
31st March, 2022
Revenue from Operation
Profit Before Depreciation and Tax
Provision for Depreciation
Net Profit Before Tax
Provision for Tax
Net Profit After Tax
Transfer to General Reserve
Surplus/(Deficit) carried to Balance Sheet
PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:
During the year under review, the Company has incurred net loss of Rs (23.41).
The previous year net profit was Rs 1.45 lakhs. There are no changes in the operations of business of the company.
The present paid up share capital of the company is Rs 4,44,90,000.
There are no changes in the share capital of the company during the financial year 2022-23
The Board of Directors did not recommend any dividend to the Shareholders for the financial year 2022-23.
DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest and deposits from public was outstanding as on date of the balance sheet.
TRANSFER TO GENERAL RESERVE:
No transfer to General Reserve was made during the Year 2022-23 by the Company.
NUMBER OF MEETINGS OF THE BOARD AND BOARDS COMMITTEE:
The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performance of the Company. The Board Meetings are prescheduled, and a tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors to plan their schedules.
|No. of Meetings during the Financial Year 2022-23
|Date of the Meeting
|16.05.2022, 11.08.2022, 11.11.2022, 23.11.2022 & 08.02.2023
|16.05.2022, 11.08.2022, 11.11.2022 & 08.02.2023
Nomination & Remuneration Committee
The interval between two Board Meetings was well within the maximum period mentioned under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations Requirements) Regulations, 2015.
COMPOSITION OF COMMITTEES OF THE BOARD
• Punukollu Kodanda Rambabu - Independent Director (Chairman)
• Naresh Kumar Bhatt - Independent Director
• Sujata Jonnavittula - Independent Director
• Rajendra Naniwadekar - Promoter; Director
Nomination Remuneration committee
• Punukollu Kodanda Rambabu - Independent Director
• Naresh Kumar Bhatt - Independent Director (Chairman)
• Sujata Jonnavittula - Independent Director
Stakeholders Relationship committee
• Punukollu Kodanda Rambabu - Independent Director
• Naresh Kumar Bhatt - Independent Director (Chairman)
• Sujata Jonnavittula - Independent Director
• Venugopalan Parandhaman - Director
DETAILS OF POLICIES DEVELOPED BY THE COMPANY:
The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company www.ipwrs.com
(i) Code of conduct for Directors and Senior Management
(ii) Criteria of Making Payments to Non-Executive Directors
(iii) Policy Determining Materiality Disclosures
(iv) Nomination & Remuneration Committee Policy
(iv) Policy on Related Party Transactions
(v) Policy on sexual harassment of women at work place (Prevention, Prohibition and redressal) Act, 2013
(vi) Risk Management Policy
(vii) Vigil Mechanism Policy
NOMINATION AND REMUNERATION POLICY:
Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company. The policy also lays down the criteria for
selection and appointment of Board Members. The policy and details of Nomination and Remuneration is available on the website of the Company at www.ipwrs.com
In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:
1. The Committee had formulated the criteria for determining qualifications, positive attributes, and independence of a director. and is available in the company website www.ipwrs.com_ The Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.
2. Recommend to the Board, appointment, and removal of Director, KMP and Senior Management Personnel.
3. The Board shall carry out evaluations of the performance of every Director, KMP and Senior Management Personnel at regular intervals (yearly).
4. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/ commission etc. shall be subject to the prior/ post approval of the shareholders of the Company and Central Government, wherever required.
5. Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Personnel.
6. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chie Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.
7. The Non-Executive/ Independent Director is not paid remuneration by way of fees for attending meetings of the Board or Committee thereof.
8. Commission to Non-Executive/ Independent Directors If proposed may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.
MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY:
There were no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report except
1. Open offer for acquisition of up to 11,56,740 Equity shares representing 26% of the fully diluted voting share capital from the Equity shareholders of I-Power Solutions India Limited ("Target Company") by Mr. Rajendra Naniwadekar ("Acquirer") at a price of Rs. 10.10 per fully paid -up equity share, the date of payment of consideration being 01st July 2022.
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.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company has no subsidiaries/ associate companies/ joint ventures.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
There was a in change in Management due to open offer and change in the control of shareholding, consequent to which the new management had desired to appoint new Independent Directors and noted the Resignation of the Following Independent Directors during the year 2022-23
All the directors were appointed w.e.f. 11.08.2022
Mr. Rajendra Naniwadekar
Mr. Venugopalan Parandhaman
Mr. Punukollu Kodanda Rambabu
Mr. Naresh Kumar Bhatt
Mr. Sujata Jonnavittula
Women Independent Director
Company Secretary and Chief Financial Officer
Mr. P.K. Raghukumar
Mr. G. Ramasubramaniam
Chief Financial Officer
(Resigned w.e.f. 10.05.2023)
Mr. Suresh Srinivasan
Chief Financial Officer
(Appointed w.e.f. 15.05.2023)
All the directors were resigned w.e.f. 16th November 2022
Mr. D. Ravichandra Babu
Mr. K. Bhaskaran
Mr. N. R. Alamelu
• Appointment of a director in place of Mr. Rajendra Naniwadekar (having DIN 00032107) who retires from office by rotation and being eligible offers herself for reappointment.
• Re-designation of Mr. Venugopalan Parandhaman (Managing Director) as director due to the change in control in the company consequent to take over w.e.f. 23rd November 2022.
• Resignation of Mr. Ramasubramaniam Gurusamy, Chief Financial Officer of the Company vide letter Dated 10th May 2023.
• Appointment of Mr. Suresh Srinivasan , Chief Financial Officer of the Company w.e.f 15* May 2023.
Since the Company falls under the exempted category as provided under Regulation 15 of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 disclosure on Board diversity is not applicable.
PARTICULARS OF EMPLOYEES:
There are no employees falling within the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
M/s. ANANT RAO & MALLIK, Chartered Accountants, Hyderabad (Firm Registration No 006266 S) has been appointed as the statutory Auditor of the company for a period of 5 years in place of M/s. Macharla & Associates, Chartered accountants who has tendered their resignation dated 31-07-2022.
M/s. ANANT RAO & MALLIK, Chartered Accountants, Hyderabad will continue as the statutory Auditor of the company till the 42nd Annual General Meeting.
There are no qualifications, reservations or adverse remarks made by Statutory Auditors in their report for the Financial Year ended 31st March, 2023.
Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Secretarial Auditor for the financial year 2022-23.
The Secretarial Audit Report as received from Secretarial Auditor is annexed to this report as Annexure-I.
QUALIFICATION GIVEN BY SECRETARIAL AUDITOR:
There are no material qualifications in the Secretarial Audit Report except as given in the report.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.
Mr. V.R. SRIDHARAN, Chartered Accountants, are the Internal Auditors of the Company. The Audit Committee determines the scope of internal Audit in line with regulatory and business requirements.
Since the Company has no manufacturing activity at present, and the provisions of Appointment of Cost Auditor pursuant to the Companies Act, 2013 is not applicable, No Cost Auditor has been appointed by the Company during the year.
Details of cost audit are not provided as the commercial operations are very limited and no cost audit is undertaken.
INTERNAL CONTROL AND ITS ADEQUACY:
The Company has formulated a Framework on Internal Financial Controls In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively.
The systems are periodically reviewed by the Audit Committee of the Board for identification of deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels. The Committee also reviews the observations forming part of internal auditors report, key issues and areas of improvement, significant processes and accounting policies.
CORPORATE GOVERNANCE REPORT:
Since your Companys paid-up Equity Capital, and Net worth is less than Rs. 10 Crores and Rs. 25 Crores respectively, the provisions of Sebi (LODR), 2015 relating to Corporate Governance, is not applicable to the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:
As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors held a Meeting on 10th February 2023, without the attendance of Non-Independent Directors and members of Management.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The familiarization program is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program is available on the website of the Company at www.ipwrs.com
INDEPENDENT DIRECTORS DECLARATION:
All Independent Directors have given declarations that they meet the Criteria of independence laid down under Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 in respect of financial year ended 31st March, 2023, which has been relied on by the Company and placed at the Board Meeting
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34 (2) (e) of SEBI (LODR) Regulations, 2015, a report on Management Discussion & Analysis is herewith annexed as Annexure-II.
The Management envisions trained and motivated employees as the backbone of the Company. Special attention is given to recruit trained and experienced personnel not only in the production department but also in marketing finance and accounts. The management strives to retain and improve employees morale. The Company is in the process of revamping the employer employee engagement program.
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 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
RELATED PARTY TRANSACTIONS:
There are no related party transactions during the financial year under review under section 188 of the Companies Act 2013.
EXTRACT OF ANNUAL RETURN:
The Submission of Extract of Annual Return in MGT-9 is dispensed with in terms of Companies (Management and Administration) Amendment rules, 2021 dated 5th March, 2021. Hence, the question of attaching MGT-9 with this report does not arise. However, the Annual return can be viewed in the website of the company www.ipwrs.com.
The Company has complied with the secretarial standards issued by the Institute of Company Secretaries of India, to the extent as applicable.
RISK MANAGEMENT POLICY:
The Company has well defined Risk Management Policy in place. The fact that the Risks and opportunities are inevitably intertwined, is well recognized policy by the Company and thus
aims to identify, manage and minimize, risks, strategically. It is committed to embedding risk management throughout the organization 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.
INTERNAL COMPLAINTS COMMITTEE:
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee ("ICC") is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The policy on Prohibition Prevention & Redressal of Sexual Harassment is available on the website of the Company at www.ipwrs.com
During the Financial Year under review, no complaints with allegation of sexual harassment were filed with the ICC.
Internal Complaint Committee Members:
1. Mrs. Sujata Jonnavittula
2. Mr. Venugopalan Parandhaman
Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was prepared after taking into consideration of the various aspects of the Boards functioning, the composition of the Board and its committees, culture, execution and performance of specific duties, obligations, and governance.
The board and the committee were evaluated on various criteria as stated below:
1. Composition of the Board and Committee.
2. Understanding of the Company and its business by the Board.
3. Availability of information to the board and committee.
4. Effective Conduct of Board and Committee Meetings.
6. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals.
The Board also carried out the evaluation of directors and chairman based on following criteria:
1. Attendance of meetings.
2. Understanding and knowledge of the entity.
3. Maintaining Confidentiality of board discussion.
4. Contribution to the board by active participation.
5. Maintaining independent judgment in the decisions of the Board
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:
The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company.
The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.
The Code lays down the standard of Conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
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.
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
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of the view that such systems are adequate and operating effectively.
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 2022-23.
CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:
The Register of Members and Share Transfer books of the company will be closed with effect from Saturday, 16th of September 2023 to Friday, 22nd of September 2023 (both days inclusive)
RATIO OF REMUNERATION TO EACH DIRECTOR:
At present Directors are not receiving any remuneration from the company in view of the financial constraints.
Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism policy for directors and employees to report concerns about unethical behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of employees who avail themselves of the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year 2022-23, no employee has been denied access to the Audit Committee. The vigil mechanism policy is also available on the Companys website www.ipwrs.com
APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR:
There were no applications made nor any proceeding pending under the insolvency and bankruptcy code, 2016 during the year
MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE OVERALL WORKINGS OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE COMPANY IN THAT RESPECT, SUCH AS COVID-19 PANDEMIC:
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.
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.
The statements contained in the Boards Report and Management Discussion and Analysis Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.
By Order of the Board
For I Power Solutions India Limited