CORPORATE GOVERNANCE REPORT
(Pursuant to Clause 49 of the Listing Agreement)
Company's Philosophy on code of Corporate Governance
Corporate Governance is reflected in the manner in which the Company deals with its shareholders, employees, customers as also every other stakeholder including the society in which the Company operates. Your Company is committed towards transparency in all its dealings, adhering to the corporate values and leveraging the corporate values and leveraging the corporate resources in alignment with the benefits to the stakeholders.
The promoters of your Company are committed to moulding Governance with the culture of the Company that is built upon core values, beliefs and ethics.
Your Company's pursuit towards achieving good governance is an ongoing process and it continues to practice corporate Governance of the good standard. A report on the compliance with the Code of Corporate Governance as prescribed by the Securities and Exchange Board of India (SEBI) incorporated in Clause 49 of the Listing Agreement in all material aspects is given below.
Board of Directors
The Board of Directors of the Company has an optimum combination of Executive and Non-Executive Directors with three independent Non-Executive Directors and one Non-Executive Independent Woman Director out of the five Directors on the Board as on date. The Chairman is an Executive Director and the number of Independent Non-Executive Directors on the Board is more than 50% of the Board Strength at any point of time.
All independent Non-Executive Directors comply with the requirements of the Listing Agreement for being "Independent Directors". Further the Independent Directors have also affirmed that they satisfy all the prescribed requirements for being an Independent Director.
As per the provisions of the Articles of Association of the Company, Mr. R.Jayaprakash retires by rotation and being eligible offers himself for re-appointment at the forthcoming Annual General Meeting. The Board recommends his re-appointment for consideration of the Shareholders.
The Notice of the Annual General Meeting scheduled to be held on 25.09.2015 complies with this requirement.
A detailed Agenda folder is sent to each Director in advance of Board and Committee Meetings. To enable the Board to discharge its responsibilities effectively, the Chairman apprises the Board at every Meeting of the overall performance of the Company. The Board also reviews strategy and business plans, annual operating and capital expenditure budgets, compliance reports of all laws applicable to the Company, as well as steps taken by the Company to rectify instances of non-compliances, review of major legal issues, minutes of the Board Meetings, Company's adoption of quarterly / half-yearly / annual results, minutes of Meeting of Audit and other Committees of the Board and information on recruitment of officers just below the Board level, including the Compliance officer.
Number of Board Meetings, attendance record of the Directors at Meeting of the Board and at the Annual General Meeting
Board Meetings were held on 02.05.2014,28.05.2014,18.07.2014,05.11.2014,06.02.2015 and 31.03.2015. The time gap between two meetings did not exceed four months and these meetings were well attended.
Code of Conduct
i. The Board will lay down a code of conduct for all Board members and senior management of the company. The code of conduct has been communicated to the Directors.
ii. All Board members and senior management personnel shall affirm compliance with the code on an annual basis.
Explanation: For this purpose, the term "Senior Management" shall mean personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management one level below the executive directors, including all functional heads.
III. Committees of the Board (a) AUDIT COMMITTEE
(i) Brief description of terms of reference.
(ii) Composition & qualification, name of members ?nd Chairman.
(iii) Meetings and attendance during the year.
Brief description of terms of reference
The Audit Committee reviews, acts and reports to the Board of Directors with respect to;
? Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
? Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees
? Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
•> Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference like matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of Clause (2AA) of Section 217 of the Companies Act, 1956, Company Compliance with legal and Statutory requirements, internal audit function, Changes if any in accounting policies and practices and reasons for the same.
? The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee
Though the financial results are sent to the Audit Committee and the Board at the same time, the Audit Committee reviews the audited quarterly, half-yearly and yearly financial results with the management before submitting them to the Board for its consideration and approval. The Chairman of the Audit Committee is present at the Annual General Meeting.
Composition & Qualification
The Company has a qualified and independent Audit Committee comprising of three 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.
SHAREHOLDERS/INVESTORS GRIEVANCES COMMITTEE
? Name of Non-Executive Director heading the Committee, ?> Name and designation of Compliance officer.
The company has constituted a shareholder / Investors grievances Committee for redressing shareholders' and investors' complaint. The status on complaints is reported to the Board of Directors as an agenda item.
The Committee specifically looks into redressing of shareholders' and investors' complaints such as:
* Transfer of shares J Transmission of Shares
* Issue of duplicate share certificate as and when required S Non-receipt of shares S Non-receipt of declared dividends and to ensure expeditious share transfer process.
Composition of Shareholders / Investors Grievances Committee
Members of the Committee are:
Mr. K. Bhaskaran Chairman of the Share Transfer Committee,
Director Independent and Non-Executive
Mr. V. Parandhaman Member who is Director, Non-independent and Executive
All of them have attended the committee meetings held during the year.
The Shareholders / Investors Grievances Committee met 2 times during the year ended 31st March 2015. The Meetings held during the year were on 28.05.2014 and 18.07.2014
The committee oversees performance of the Registrar and Share transfer agents of the company and recommends measures for overall improvement in the quality of investor services. Name and designation of Compliance officer
The paid up Capital of the company is not exceeding Rs.5 Crores. Hence the Company has not appointed any person as the Compliance officer. COMPENSATION (REMUNERATION) COMMITTEE
i Power's remuneration policy is based on three principles: pay for responsibility, pay for performance and potential and pay for growth. The Company's remuneration committee is vested with all the necessary powers and authority to ensure appropriate disclosure on the remuneration of the Whole-Time Directors and to deal with all elements of remuneration package of all such Directors.
(i) Executive Committee (a voluntary initiative of the company)
The Committee was formed to deal with urgent matters in the event circumstances arise requiring immediate action of the Board of Directors before a meeting of the Board could be convened. The committee also approves the making of loans and investment in accordance with the guidelines considered by the Board.
Mr.K.Bhaskaran is the Chairman of the Committee, Mr. V. Parandhaman and Mr.D.Ravichandra Babu are the other members of this committee and will meet at appropriate time during year.
The Company does not have any Subsidiary Companies.
(A) Basis of related party transactions
Disclosure on materially significant related party transactions i.e. transactions of the company of material nature with its promoters, the directors or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the company at large.
There are no materially significant related party transactions made by the company with its Promoters, Directors or Management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the Company at large.
B) Disclosure of Accounting Treatment in Preparation of its Financial Statements.
The Company has followed the guidelines of Accounting Standards laid down by the Institute of Chartered Accountants of India (ICAI) in preparation of its financial statements.
(C) Board Disclosures - Risk management
Your Company has a well-defined risk management framework in place. The risk management framework adopted by the Company is discussed in detail in the Management Discussion and Analysis chapter of this Annual Report. Your Company has established procedure to periodically place before the Board the risk assessment and minimization procedures being followed by the Company and steps taken by it to mitigate these risks.
(D) Proceeds from public issues, rights issues, preferential issues etc.
During the financial year ended 31.03.2015 the Company has not raised any funds through Public issue, rights issues and preferential issues.
(E) Remuneration of Directors
Remuneration to Whole-time Directors is fixed by the Remuneration / Compensation Committee and there after approved by the Shareholders at a General Meeting.
As part of the directors' report or as an addition thereto, a Management Discussion and Analysis report annexed as part of the Annual Report to the shareholders.
(G) Disclosure regarding appointment or re-appointment of Directors
According to the Articles of Association of i Power's, not less than 2/3rd of the total number of Directors of the Company shall be person whose period of office is liable to determination by retirement of Directors by rotation. All the Directors are eligible and are offering themselves for re-election as and when required. During the year Mr. R.Jayaprakash retires and being eligible offers himself for re-appointment.
(H) Disclosures regarding stock exchange compliance
The Company has complied with all requirements of the Listing Agreements entered into with the Stock Exchanges as well as the regulations and guidelines of SEBI. Consequently there were no structures or penalties imposed by either SEBI or the stock exchanges or any statutory authority for non compliance of any matter related to the capital markets during the last three years. The Company has complied with the mandatory requirements of Clause 49.
(I) No personnel has been denied access to the Audit committee.
MEANS OF COMMUNICATION
The main channels of communication to the shareholders is through the annual report which includes inter alia, the Directors' report, the report on Corporate Governance and the quarterly, half-yearly and annual financial results advertisements.
The quarterly, half-yearly and annual financial results advertisements, official press releases and presentation to analysts are regularly displayed on the company's website www.ipwrs.com
Newspapers wherein results normally published
The financial results are published in the following newspapers -
> News today > Maalai Sudar
This information is also submitted to the Stock Exchanges in accordance with the Listing Agreement and displayed at BSE Website.
VII GENERAL SHAREHOLDER INFORMATION
1. Registrar and Transfer Agents
During the year our share transfer and all other investor related matters are attended to and processed by the Company's Registrar and Transfer Agents.
M/s Cameo Corporate Services Limited
'Subramanian Buildings', 1 Club House Road, Chennai - 600 002. Tel No. +91 44 2846 0390 (5 lines) Fax No. +91 44 2846 0129 Grams: CAMEO E-mail: firstname.lastname@example.org
3. Annual General Meeting
Date Friday, 25th September 2015
Time : 3.00 P.M.
Venue : Sangeetha Residency, #2, Luz Church Road, Mylapore, Chennai-600 004.
4. Financial Year: 1 st April 2014 - 31 st March 2015
Financial calendar: Adoption of the Quarterly Results for the quarter ending (Approximately
Financial reporting for Quarter ending 30.06.2014 18.07.2014
Financial reporting for Quarter ending 30.09.2014 05.11.2014
Financial reoortina for Quarter endina 31.12.2014 06.02.2015
Financial reporting for Quarter ending 31.03.2015 13.05.2015
5. Book closure: 18th September, 2015 to 25th September, 2015
6. Listing on Stock Exchanges: BSE Limited
7. Stock Code: BSE Limited- 512405
8. Demat International Security Identification Number (ISIN) in NSDL and
CDSL for equity shares - INE468F01010
9. Address for correspondence -
i Power Solutions India Limited, II Floor, 9/5, 2nd Main Road, Karpagam Gardens, Adyar, Chennai-600 020.
10. Share Transfer System
The Company's share are traded in the Stock Exchanges compulsorily in demat mode. Shares in physical mode which are lodged for transfer at either with the Company or with the Share Transfer agent are processed and share certificates are returned within the time prescribed by the authorities. A summary of transfer/ transmission etc. of the company so approved by the Chairman/ Company Secretary is placed at every board meeting. The Company obtains from a Company Secretary in practice; Half-yearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the Listing Agreement with Stock Exchanges and files a copy of the certificate with the BSE.