ipower solutions india ltd 2004

7/27/2019 IPower Solutions India Ltd 2004

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Power Solutions India Ltd.

ower

19th A n n u a l Report2003 - 04

w w w . r e p o r t j u n c t i o n . c o m
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B O A R D O F D I R E C T O R S

M R.V.PARANDHAM AN

M R. D . R A V I C H A N D E R BABU

M R . K . B H A S K A R A NM R. K . SARAVANA PRAKASH

CHAIRMAN NON-INDEPENDENT ANDN O N - E X E C U T I V ED I R E C T O R INDEPENDENT A N DN O N - EXECUTIVED I R E C T O R INDEPENDENT A N D NON-EXECUTIVED I R E C T O R INDEPENDENT A N DN O N - E X E C U T I V E

A U D I TOR SRAMARATHNAM & M ADH AVAN ASSO CIATESS

1-G, Sri Padmavathy Apts,Sankarapuram 1st Street ,Choodaimedu, Chennai - 94.

I N T E R N A L A U D I T O RP T S VARADHAN & ASSOCIATESChartered Accountants21/9, II Floor, Easwaradass Street ,Triplicane, Chennai-600 005.

B A N K E R SBA N K O F MAHARASHTRABesan t Nagar, Chennai

REGISTRARS & SHARE TRANSFE R AG EN TSC A M E O C O R P OR ATE SER V I C ES LI M I TE D'Subramanian B ui lding ', V Floor, 1, Club H ouse Road, Chennai- 600 002

Tel: (044 ) 2846 0390 (5 Lines) Fax: (044 ) 2846 01 29

R E G I S T E R E D O F F I C E#9/5, Second Floor, II M ain Road, Kar p ag am Gardens ,

Adyar, Chennai - 600 020 .

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SANSCO SERVICES - Annual Reports Library Services - www.sansco .netD I R E C T O R S ' R E P O R T

Your directors have pleasure in present ing the An nual Repor t toge ther wi th the Audited accountsof th e Company for the year ended 31st M a rc h 2004.F I N A N C I A L P E R F O R M A N C ET he p er fo rm an ce of t h e C om pa ny has improve d wel l during the year and the high l ights are g ivenbelow:

In R u p eesP A RT I CU L A RS

Pro f i t bef ore D eprec ia t ionD eprec ia tionProf i t af te r D eprec ia t ion but before T axProfi t before T axProvision for Income T ax Curren t T ax D efe r red T axProfi t af te r T a x bu t before dividend

20041 ,2 9 7 ,0 86

2 ,6 1 ,5431 ,0 3 5 ,5431 , 0 3 5 , 5 4 3

NIL1 ,035,543

20036 , 9 6 , 7 7 32 , 7 4 , 4 0 04 , 2 2 , 3 7 34 , 2 2 , 3 7 3

NIL4 , 2 2 , 3 7 3

B U S I N E S S PLANT he Company has appointed new CEO and has targeted to recruit few more employees to developmore business m odels and is conf ident of improving the perf orm anc e furthe r . Con sequent uponthe s igning o f few ag reem ents wi th custome rs , the business in term s of the so f twa re dev elopm ent ,w eb site mai n t en an ce an d B P O a re likely to improve.The ISO 9001:2000 cert i f ied issued by M /s. T U V M an ag em en t Se rv ice , GmbH for D e is ig n andD e v e l o p m e n t of Sof tware Solutions and Applications, has been renewed on 14.6.2004.D I R E C T O R S

Sri. K . Saravanaprakash w as appoin ted as Addi t ional D i rec tor on 24.3 .2004 and will hold off iceupto the conclusion of this An n u a l G en e ra l M ee ti n g . It is p ro p o s ed to appoint h im as D irec tor ofth e Company since the C o m p a n y has received an application to appoin t him as D i rec to r of theC o m p a n y . D u r i n g th e y e a r S r i K . B h a s k a r a n r e t ir e s a n d b e i n g eligible, o f f e r s himsel f f o rr eap p o i n t men t . S ri H . M a n iv a n na n who was a whole t ime director res igned as D irec tor with e f f ec tf rom 24.3 .2004. T he B o a r d of D irec tors p lace on r eco rd the s incere thanks for his good services,co-operat ion and association with the company .

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SAN SC O SE RV IC E S - Annual Report s Library Serv ices - ww w.sansco .ne tC O R P O R A T E G O V E R N A N C E

our Company has comp lied w ith th e provisions of Clause 49 of the Listing Ag reemen t relatingo Corporate Governance. A detai led repor t on Corporate Governance and a Certif icate f rom theuditors of the Company r egard ing th e compliance of conditions of Corporate Governance asequired u n d e r Clause 49 of the Listing A g r e e m e n t is at tached to this r epor t .E P O S I T She Company has not accepted any fixed D eposi t from th e public. T he Company has filed ata tement in lieu of adver t isement with th e Regis t rar of Companies , Chenna i .

directors propose to retain the profit to fund the working capital . H e n c e dividend is not

F O R SALEn of fer for sale w as made pursuan t to the letter N o. LIST/SNA/SM /2002 of the Stock Exchange,u m ba i dated 3rd S e p t e m b e r 2002 directing th e Company to m a k e an Offer for Sale of 11,11,300y shares ( re pre sen t ing 25% of 44 ,49 ,00 0 - [950 shares of P ubl ic] in co m pliance with40A of the List ing ' Ag reem ent . T he Company has m a d e an offer for sale to the public

or 11,11,300 equ ity shares of Rs.10/- each and the same was allotted to the pu blic on prorataand the excess mo ney received due to over- subscription w as re funded to the shareho lder sated t ime. Co nseque nt upon the offer for sale, the sharesassued pursuant tohe m e r g e r of the c o m p a n y w as listed with S tock E x c h a n g e , M u m b ai, in the m o n t h o f2 0 0 4 .

/s R a m a r a t h n a m and M adhavan , Char tered Accoun tan ts , the Statutory Audi tors of the Companyat the ensu ing Annua l General M eet ing and are eligible f o r r e - appo in tment .O F PARTICULARS

isclosure as per requirements of Section 217 (2) (e) of the C omp anies Act, 1956 readth e C omp anies (disclosure of particulars in the Report of Bo a r d of D irectors) R ules988, with respect to energy conservation, technology absorption is nil. F urther thexchange earning during the year has been realised. Th e r e is no outgo of foreign

one is drawing th e salary beyond th e l imit under th e provisions of Section 217 (2A) of theAct, 1956 and the rules framed there under .

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SANSCO S E R V I C E S - Annual Reports Library Services - www.sansco .netD I R E C T O R S R E SP O N S I B I LI T Y ST AT E M E N TIn Com pliance with the provis ions of Sect ion 217 (2A A ) of the Co m pan ies Ac t , 1956 ( the Ac t)your D i rec to rs hereby conf i rm that:-- in prepar ing the A n n u a l A cco u n t s for the year ended 31st M a rc h 2004 all the applicables tandards have been fo l lowed.- accounting pol icies were adopted and applied consis tent ly and m a d e j u d g m e n t s and est imates

that are reasonable and p r u d e n t so as to give a true and fair view of the State of Affairsof th e Company as at 31st M a rc h 2004.

- p roper and su f f ic ien t care fo r the m ain tenance o f adequate accoun t ing r ecords in accordanc ewith the provisions of the Act for sa feguarding th e assets of the Company and for preventing/detec t ing f r aud and i r regular i t ies have been taken.

- the Annual accounts have been prepared on a 'going concern ' basis.A CK N O W L ED G E M E NTYour directors thank and acknowledge the continuous co-operat ion and assistance extended byth e G o v er n men t of T amil N adu , B an k of M aharash tra , P un jab Nat ional B ank, T he B o mb ay S to ckExchange , A sh ika Capital M arkets Ltd. , Cameo C orpo rate Services Ltd. , ou r em ployees and thevar ious custom ers who a re pat ron iz ing our products .

for i P O W E R S O L U T I O N S I N D I A L I M I T E D

PLACE: CHENNAI Sd./-DATE: 28.7 .2004 V. P A R A N D H A M A N

CHAIRMAN

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SAN SC O SE RV IC E S - Annual Report s L ibrary Serv ices - ww w.sansco .netREPORT ON CORPORATE GOVERNANCE( Pur suan t to Clause 49 of the Listing A gre e m e nt )

he Company is complying w ith th e mandatory requirements of the Code of Corporate Governanceintroduced by the Securities and Exchange B oa r d of India (SEBI) and incorpora ted in49 of the Listing A g ree m en t in all m aterial aspec ts .

A) C ompany's P hilosophy on C orporate G overnanceThe Company is of the policy that Good Corporate Governance requires good bus inesspractices. T he Company considers Corporate Governance in its widest sense, T he CorporateGovernance measures the delivery of Company's objec ts w ith a view to translate the ability,oppor tun i ty into reality and results. Corpora te Governance is the p r o c e s s of buildingpositive relationship and making a wider impact to in tens i fy th e company's interests andappreciation of its m e m b e r s w i th c o m m i tm e n t and trust. It takes feedback in to accountin its reviews of the principles of commitment and growth to ensure better growth .B ) C omposition of the BoardT he Company has complied w ith the corpora te governanc e norm in t e r m s of consti tutionof th e b o a rd, headed by its Chairperson, M r.V.Parandhaman. T he Board compris ing of 4D irec tors w as hav ing one whole time d i rec to r up to 24 .3 .20 04 and 3 n on-whole t imedirectors , representing th e op t imum mix o f profess ional ism, knowledge and exper ience.D etails are g iven in T able 1. After the resignation of one whole t ime director , al l thedirectors are non-whole t ime d irectors .

i Power Solutions India Limited held 9 Board M eet ings dur ing the year ended 31st M arch2004. T h e y w e re on Apri l 29th 2003, July 30th 2003, Augus t 24 th 2003, October 27 th2003, Decemb er 23rd 2003, January 21st 2004, January 31st 2004 , February 13th 2004and M a rc h 24th 2004.D ) D irectors' attendance record and directorship held are listed below:

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SANSCO SERVICES - Annual Reports Library Services - www.sansco.netTable 1: Details about i Power Solutions I ndia Limited's B oard of D irectors

N a m e

r .V .P a r a nd h am a nr. D .R a v ic ha nd e r

r .H . M a n iv a nn a nr .K . B h a s ka ra n

. Saravana P rakash

D e s ig n a -tion

ChairmanD i re c to r

D i re c to rD i re c to r

D i r e c t o r

B o a r dM e et in g sheld during

99

99

9

Bo ar d M e et in g sa t tended dur ingthe yearth e year99

59

1

W h e th e ra t t e n d e dlast AG M

YesYes

YesYes

N O

OtherD i r ecto r sh ip s

NilD i re c to r in:M /s. RadaanM e d ia w orks (I) Ltd .

NilD i re c to r in :M /s. Bilvac T e c h n o

M a na g em e n t (P ) Ltd .N i l

D i re c to r me a ns a D i re c to r who , apar t f rom receiving a D i re c to r 's r e m u n e r a t i o nnot have any other mater ia l pecuniary re la t ionship or t ransactions with th e Company, it si ts m anag em ent , -or i t s subsid ia ries , which in the j ud g m en t o f the B o a r d m ay a f fec tof judg m ent o f the D i rec tor .of the D i re c tors is a m e m b e r of more than 10 B oard-level comm it tees , or a Chai rman ofthan five such com m ittees, as requ ired un de r Clause 49 of the listing " a g r ee m e n t .Information supplied to the B oard

Am o n g others , this includes:a) Review of annua l opera t ing p lans of businesses.b) M inutes o f mee t ing o f Audi t Com mit tee and o ther comm ittees ,c) Any issue which involves possible public claims of substantial na ture ,d) Transactions, if any, that involve substantia l pay m ent towards g oodw ill , bra nd equ ity

or intellectual proper ty ,e) Sale of i tems of material nature, investments, assets, which is not in the nor m a l c our se

of business,f ) Non-c ompl ia nc e of any r e gu la to r y or statutory provision or listing r e qu i r e me n t s aswell as shareholder services such as non-payment of dividend and delays in share transfer.

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SANSCO S E R V I C E S - Annual Reports Library Services - www.sansco .netThe Board of iPower Solutions India Limited is rout ine ly presented wi th in fo rm at ion un der th eabove heads whenever appl icable and mater ial ly s igni f icant . T hese are submi t ted e i the r as par tof th e agenda papers well in advance of the B oa rd m e e t i n g s or are tabled in the course of theBo ar d meet ings .F ) C ommittees of the Bo a r dAudit C ommitteeT he Company continued to derive benefit f rom th e deliberation of the Audi t Commit tee comprisingt h r e e N o n - e x e c u t i v e a n d I n d e p e n d e n t D i r e ct o r s - M r .D . R av i ch a n de r B a b u , C h a i r m a n ,M r .K .Bhaskaran a nd M r. K . Saravana Prakash who are capable of guid ing and directing in thefield of management , f inance , accounts and Company Law. M inutes of each Audit Commit teemeeting are placed before , and discussed in the full B o a r d .T he Aud it Com mittee met 4 t imes during the year ended 31st M a rc h 2004Table 4: Attendance record of Audit C ommittee members :

Name of D irectorM R.D .Ravichander B a b uM R. K . B ha ska ranM r. K . Saravana PrakashSta tu tory Audi torInternal Audi tor

No: of M e eti ng s44144

M e e tin g s a t t e nde d44T

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Note: M r. K . Saravana Prakash w as inducted into th e Board on 24.03.2004. T he Audit Comm itteemet 4 t imes on 29.04.2003, 30.07.2003, 27.10.2003 and 31.01.2004In addition to the areas noted above, i Power's Audit Committee looks into controls and securityof the Co m pan y's critical IT applications, the internal and control assurance audit reports of allmajor divisions and profit centers and deviations f rom th e code of business principles, if any.G ) Shareholders/Investors G rievances C ommitteeT he S h a r e h o l d e r s / I n v e s t o r s G rie va nc e s Com m i t t e e spe c if i c al ly l ooks into redress ing ofshareholders' and investors' complaints such as transfer of shares, non-receipt of shares andto ensure expedit ious share t ransf er process. T his comm ittee comprising of M r.H .M anivannan,Chairman and M r.K . B ha ska ra n , m e m be rs met 1 t ime during the year.
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ipower solutions india ltd 2004

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