Directors Report of i Power Solutions India Ltd.

Mar 31, 2010

The directors have pleasure in presenting the Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL PERFORMANCE

The performance of the Company has improved well during the year and the highlights are given below:



(in Rupees) PARTICULARS 2010 2009

Profit/ (Loss) before Interest and Finance Charges and Depreciation 10,53,558 11,33,751

Interest and Finance Charges 1,123 1,31,152

Profit / (Loss)before Depreciation 10,52,435 10,02,275

Depreciation 7,72,207 9,07,436

Profit / (Loss)after Depreciation before Tax 2,80,228 94,839

Preliminary Expenses Nil Nil

Profit / (Loss)before Tax 2,80,228 94,839

Provision for Income Tax, Current Tax, Deferred Tax Nil Nil

Profit / (Loss)after Tax but before dividend 2,80,228 94,839



BUSINESS PLAN

The Company has its presence spanning across USA, UK, Germany and UAE and its focus areas are web/ e-commerce solutions, software application development, information processing. The Company is planning to do software projects in Java and Net technologies and to market college campus automation software and its social networking portal.

DIRECTORS

Mr. R. Jayaprakash has been appointed as an independent Director of the Company in the place of Mr. CA VasudevanS who resigned from the Board. The Board of Directors places on record its appreciation of the services rendered and co-operation extended by Mr. CA Vasudevan S. during his tenure.

TAKE OVER AND OPEN OFFER PROCESS

During the year an agreement was signed between the Promoter Mr. V. Parandhaman and Mr. N. Ramamurthy, an acquirer from U.S.A to acquire Promoters shares and consequently an open offer for the Public shares was made by the acquirer as prescribed by SEBI. As the acquirer could not pay for the acquisition of promoters shares the promoter terminated the Equity share purchase agreement on 14th July, 2010 and informed Bombay Stock Exchange Limited and Merchant Banker accordingly.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence and maximize long term shareholder value. Pursuant to Clause 49 of the Listing Agreement with the Stock exchange, a compliance report on Corporate Governance has been annexed as part of their Annual Report.

DEPOSITS

The Company has not accepted any Fixed Deposits from the public.

DIVIDEND

No dividend is recommended for the financial year ended 31st March 2010.

AUDITORS

Mr. W.S. Madhavann, FCA, Chartered Accountant, Chennai, Statutory Auditor of the Company retires at the ensuring Annual General Meeting. His re-appointment is recommended.

COMPLIANCE CERTIFICATE

As per the provisions of Companies Act, 1956 the Company has to circulate the Compliance Certificate. Accordingly, B. Prabakar, Practising Company Secretary has issued the certificate and the same is circulated along with this report.

DISCLOSURE OF PARTICULARS

Disclosure as per requirements of Section 217(2) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, with respect to energy conservation, technology absorption is nil.

In respect of Foreign Exchange earnings and Outgo (in US $), details are given below -

Foreign Exchange Earnings: US $ 96.138

Foreign Exchange Outgo: US $ 63.400

PERSONNEL

There were no employees of the Company who were in receipt cf Rs.24,00,000 during the financial year ended 31.03.2010 as per the limit set under the provisions of Section 217 (2A) of the Companies Act, 1956 and the rules framed there under.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 217 (2AA) of the Companies Act, 1956 (the Act) your Directors hereby confirm that:

- In preparing the Annual Accounts for the year ended 31.03.2010 all the applicable standards have been followed.

- Accounting policies were adopted and applied 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 as at 31.03.2010.

- Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing/detecting fraud and irregularities have been taken.

- The Annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your directors thank and acknowledge the continuous co-operation and assistance extended by Bank of Maharashtra, Punjab National Bank, Indian Bank, State Bank of India, Bombay Stock Exchange 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

Date: 30.07.2010

Place: Chennai