I Power Solutions India Ltd
Directors Reports
Dear Shareholders,
Your directors have pleasure in presenting the 37th 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, 2022. The Summarized
financial results for the Financial Year are as under:
FINANCIAL SUMMARY:
| Particulars |
31st March, 2022 |
31st March, 2021 |
| Revenue from Operation |
25,06,925 |
20,80,004 |
| Other Income |
0 |
80 |
| Profit Before Interest, Depreciation and Tax |
3,08,476 |
2,46,580 |
| Finance Charges |
- |
- |
| Profit Before Depreciation and Tax |
3,08,476 |
2,46,580 |
| Provision for Depreciation |
1,17,918 |
1,35,992 |
| Net Profit Before Tax |
1,90,558 |
1,10,588 |
| Provision for Tax |
45,752 |
24,740 |
| Net Profit After Tax |
1,44,806 |
85,848 |
| Transfer to General Reserve |
- |
- |
| Surplus/(Deficit) carried to Balance Sheet |
1,44,806 |
85,848 |
PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:
During the year under review, the Company has incurred net profit Rs
1,44,600.
The previous year net profit was Rs 85,848. There are no changes in the
operations of business of the company.
SHARE CAPITAL:
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 2021-22
DIVIDEND:
The Board of Directors did not recommend any dividend to the
Shareholders for the financial year 2021-22 as they wish to conserve the profit for future
development and expansion of the company.
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:
The Company retained the entire surplus in the Profit and Loss Account
and hence no transfer to General Reserve was made during the Year.
BOARD MEETINGS:
The Board of Directors met 5 times during this financial year. The
intervening gap between the meetings was within the period prescribed under the Companies
act, 2013.
COMMITTEE MEETINGS:
There were 5 Audit Committee Meetings, 1 Nomination and Remuneration
Committee Meeting and 1 Stakeholder Relationship Committee Meeting held during the year
2021-22
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.
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. Mr. Venugopal Parandhaman, Promoter and Key Managerial Personal of
the company has sold 2,13,276 (4.79% Share Capital) shares and 2,36,724 (5.32% Share
Capital) shares in the open market on 23.02.2022 and 16.02.2022 respectively.
2. A Share Purchase Agreement ("SPA") has been executed on
11th April 2022 for the sale of the existing promoter group holding, 26,73,181 equity
shares constituting 60.08% of Voting Shares which resulted in the change management
control and correspondingly, the Acquirer Mr. Rajendra Naniwadekar became the new
promoters of the Company.
3. Mr. Rajendra Naniwadekar made an open offer on June 10, 2022, and
acquired 36,745 equity shares at a price of 10.10 per share.
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: |
| (A) Mr. V. Parandhaman |
Chairman cum Managing Director |
| (B) Mr. R. Jayaprakash |
Independent Non-Executive Director |
| (C) Mr. K. Bhaskaran |
Independent Non-Executive Director |
| (D) Mr. D. Ravichandra Babu |
Independent Non-Executive Director |
| (E) Mrs. N R Alamelu |
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.
Mr. Rajendra Naniwadekar is to be appointed as Managing Director, Mr.
Punukollu Kodanda Rambabu as an Independent director, Mrs. J. Sujatha as an independent
women director and Mr. Naresh Kumar Bhatt as an Independent director. The profile of the
above directors is included in the notice.
There are 3 Key Managerial Personnel's including 1 Managing
Director, 1 CFO and 1 Company Secretary
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.
RATIO OF REMUNERATION TO EACH DIRECTOR:
At present Directors are not receiving any remuneration from the
company in view of the financial constraints.
BOARD DIVERSITY:
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
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.
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
2021-22. Letter of resignation given by M/s. Macharla & Associates dated 31-07-2022 is
placed in the board meeting. Therefore, M/s. ANANT RAO & MALLIK, Chartered
Accountants, Chennai (Firm Registration No 006266S) is to be appointed as the statutory
Auditor of the company in place of M/s. Macharla & Associates, Chartered accountants
who has tendered their resignation dated 31-07-2022.
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, 2022. 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.
SECRETARIAL AUDITOR:
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 2021-22.
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.
INTERNAL AUDITORS
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.
COST AUDITOR:
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 an adequate Internal Control system, commensurate with
the size, scale and complexity of its operations. To maintain its objectivity and
independence, the Internal Auditor reports to the Chairperson of the Audit Committee of
the Board. During the year, such controls were tested and no reportable material
weaknesses in the design or operation were observed.
CORPORATE GOVERNANCE REPORT:
Since your Company's 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
INDEPENDENT DIRECTOR'S 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, 2022, 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.
HUMAN RESOURCES:
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 employee's 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.
SECRETARIAL STANDARDS:
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.
DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PERVEVTION,
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.
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 Member's response
to the survey which provides 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
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:
The Board of Directors had adopted a Code of Conduct for the Board
Members and employees of the company. 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 wrongdoing and promoting ethical conduct at the Board and
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 work place, 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
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 2021-22.
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.
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:
Nil
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.
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: 11.08.2022 |
DIN: 00323551 |