I Power Solutions India Ltd Directors Report.

Dear Members,

Your directors are pleased to present the 35th Annual Report and the Companys audited financial statements for the financial year ended 31st March, 2020.

FINANCIAL PERFORMANCE

The Companys financial performance, for the year ended March 31, 2020 is summarized below;

SNo CONTENTS OF THE REPORT

1 FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

(In INR)
Particulars 2019-20 2018-2019
Gross Income 20,99,022 16,65,996
Profit Before Interest, Depreciation and Tax 1,79,201 4,56,435
Finance Charges - -
Profit Before Depreciation and Tax 1,79,201 4,56,435
Provision for Depreciation 1,59,658 1,89,564
Net Profit Before Tax 19,543 2,66,871
Provision for Tax 5,085 84,210
Net Profit After Tax 14,458 1,82,661
Transfer to General Reserve 14,458 1,82,661
Surplus/(Deficit) carried to Balance Sheet 14,458 1,82,661

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.

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 balance in profit and loss account amounting to Rs. 14,458/- is carried over to the general reserve account.

6 BOARD MEETINGS:

The Board of Directors met 7 times during this financial year on 11th April 2019, 29th April 2019, 23rd May 2019, 30th May 2019, 19th July 2019, 4th November 2019 and 24th January 2020. 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.

7 DIRECTORS AND KEY MANANGERIAL PERSONNEL :

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

(B) Mr.RJayaprakash (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.

Mrs. Namagiripettai Ramachandran Alamelu (DIN: 02138648) has completed the term of appointment as independent director. Further, pursuant to the provisions of Section 149 of the Companies Act, 2013, the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company hereby recommends the appointment of Mrs. Namagiripettai Ramachandran Alamelu (DIN: 02138648) as the Independent Directors of the 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 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.

10 COMMITTEES OF THE BOARD

As on March 31, 2020, 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, 4 meetings of Stakeholders Relationship Committee, 4 meetings of Nomination And Remuneration Committee and 1 meeting 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.

11 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.

12 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

13. 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.

14 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

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

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

16 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 I.

17 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. By virtue of the amendment made in the Companies (Amendment) act, 2017 notified on may 7, 2018, the Company is not required to place before the annual General meeting the matter pertaining to ratification of appointment of auditors.

18 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, 2020.

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

19 SECRETARIAL AUDIT:

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

20 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

21 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.

22. 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$ 34,300/INR 24,13,383/-

Foreign Exchange Outgo: US$ - Nil

33 DETAILS RELATING TO DEPOSITS, IF ANY:

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

24. 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.

25. 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.

26. RELATED PARTY TRANSACTIONS :

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

27 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.

28 SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES:

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

29. DISCLOSURE ABOUT COST AUDIT :

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

30. RATIO OF REMUNERATION TO EACH DIRECTOR :

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

31 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.

32 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.

33 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.

34 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,

35 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.

36 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.

37. 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 2019-20

38. SECRETARIAL STANDARDS :

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

39. 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: 19/11/2020 DIN:00323551