I Power Solutions India Ltd Directors Report.

Dear Members,

Your directors are pleased to present the 34th Annual Report and the Companys audited financial statements for the financial year ended 31st March, 2019.

FINANCIAL PERFORMANCE

The Companys financial performance, for the year ended March 31, 2019 is summarized below;

S.No. CONTENTS OF THE REPORT

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

(In INR) F Y 2018-19 F Y 2017-18
Particulars 2018-2019 2017-2018
Gross Income 16,65,996 15,67,758
Profit Before Interest, Depreciation and Tax 4,56,435 2,52,908
Finance Charges 0 0
Profit Before Depreciation and Tax 4,56,435 2,52,908
Provision for Depreciation 1,89,564 1,98,718
Net Profit Before Tax 2,66,871 54,190
Provision for Tax - -
Net Profit After Tax 2,66,871 54,190
Transfer to General Reserve 2,66,871 54,190
Surplus/(Deficit) carried to Balance Sheet 2,66,871 54,190

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.

DIVIDEND:

4 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.2,66,871/- is carried over to the general reserve account.

6 BOARD MEETINGS:

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

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

The Shareholders Relationship Committee also met 4 times during this financial year on 21st May, 2018, 2nd August, 2018, 12th October, 2018 and 4th February, 2019.

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

7 DIRECTORS AND KEY MANANGERIAL 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 reappointment. 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.

Taking in to consideration of his rich experience and contribution to the Company, and pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, subject to the approval of the members at the ensuing AGM, passed a resolution on 11th April, 2019, approving the reappointment of Mr. V Parandhaman as Managing Director of the Company for a further period of Five years with effect from 01st April, 2019 to 31st March, 2022.

Mr. D Ravichandra Babu, Mr. K Bhaskaran and Mr. Jayaprakash have completed their 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 Mr. D Ravichandra Babu, Mr. K Bhaskaran and Mr. Jayaprakash 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 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 other than their remuneration as a Director.

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

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

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

NOMINATION AND REMUNERATION COMMITTEE:

10

A committee of the Board named as "Nomination and Remuneration Committee" has been constituted to comply with the provisions of section 178 of Companies Act, 2013 and to recommend a policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, Payment of Remuneration to them and Evaluation of their performance and to recommend the same to the Board from time to time. The policy is also posted in the investors section of the companys website. The details on composition of the Nomination and Remuneration Committee and the attendance by each Member of the Committee are as under:

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

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

11 STAKEHOLDERS RELATIONSHIP COMMITTEE:

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

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

The Shareholders Relationship Committee also met 4 times during this financial year on 21st May, 2018, 2nd August, 2018, 12th October, 2018 and 4th February, 2019.

12 RISK MANAGEMENT COMMITTEE:

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

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

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

13 CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to section 135 of the Companies Act, 2013, every company having net worth 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 2018-19: a) No. of complaints received: NIL b) No. of complaints disposed off: NIL

15 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 www.ipwrs.com

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 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 II.

19 AUDITORS:

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

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

20 AUDITORS REPORT

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

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. (signed Audit report is required)

21 SECRETARIAL AUDIT:

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

22 COMMENTS ON SECRETARIAL AUDIT REPORT: a) Secretarial Standard: the Board has taken this issue as an important and advised the secretarial department to carry out as per the norms specified b) Appointment of Key Managerial Personnel and Compliance Officer: The Company has appointed Compliance officer under Regulation 6 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with effect from 4th February 2019 and other Key Managerial Personnel with effect from 1st April 2019. c) Functional website: Due to technical error at the portal Server, some of the details were not able to view and the company is in the process of fixing the portal server problem. d) Non Compliance of Regulation 13(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015: e) Non Compliance of Regulation 19(1) and (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015: The Compliance with the provisions of under Regulation 27 (2) of SEBI (Listing Obligations & Disclosures Requirement) Regulation 2015 shall not apply to the company as the paid up equity share capital has not exceeded Rs. 10 Crores and Net worth has not exceeded 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. f) Other Qualified Points: The Board has taken the decision for strict implementation of the points as specified in the Report and advised the concerned departments to carry out in time and without any lapses.

23 INTERNAL AUDITOR

The Board of Directors based on the recommendation of the Audit Committee 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$), details are given below: Foreign Exchange Earnings: US$ 19,400 / INR 13,43,706/-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 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.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE

30 FINANCIAL STATEMENTS:

The Company has in place an Internal Control System, commensurate with the size, 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.

31 SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES:

The Company has no subsidiaries/ associate companies/ joint ventures as on 31st March, 2019.

32 DISCLOSURE ABOUT COST AUDIT :

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

33 RATIO OF REMUNERATION TO EACH DIRECTOR :

At present Directors are not receiving any remuneration from the company in view of the financial constraints. Nomination and Remuneration Policy of the company is given in Annexure II. The policy is also posted in the investors section of the companys website.

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:

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.

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 PERFORMANCE EVALUATION:

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

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process

38 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

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

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

40 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 2018-2019

41 SECRETARIAL STANDARDS :

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

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