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Directors Report of Schneider Electric President Systems Ltd.

Mar 31, 2015

The Directors take pleasure in presenting the Thirty First Annual Report together with audited accounts for the year ended 31st March, 2015.

1. details

in Lacs

Particulars 31.03.2015 31.03.2014

Gross Revenue from Operations 17,577.61 17,328.64

Net Revenue 16,765.74 16,546.49

Earning before interest and Depreciation 380.15 171.80 (EBITDA)

Less: Interest 254.58 236.42

Interest Income (3.70) (3.28)

Depreciation 501.10 420.59

Profit / (Loss) before Tax (371.83) (481.92)

Less: Provision for Tax - -

Less : Deferred Tax Liability - -

Profit After Tax (371.83) (481.92)

Add : Balance brought forward 1,713.64 2,195.57

Less: Adjustment on account of depreciation (111.32) -

Profit available for distribution 1,230.49 1,713.64

Appropriation - -

Total Balance carried forward 1,230.49 1,713.64

2. Dividend

In view of loss during the year, your Directors have not recommended any dividend for the year.

3. Performance

The Net Revenues (net of duties and taxes) during the year were Rs. 16,766 lacs as against Rs. 16,546 lacs in the previous year. Net Sales Turnover increased by 1.33% over the previous year.

During the year, there was increase in employee costs of Rs. 223 lacs over previous year due to merit increase during the year.

Provision for Doubtful Debts and advances was made amounting to Rs. 72 lacs as against Rs. 77 lacs in previous year. Casual Labour cost was Rs. 555 lacs as against Rs. 552 lacs in previous year. Power costs was Rs. 384 lacs as against Rs. 452 lacs in previous year due to reduction in overtime and effective plant utilization. Legal and professional were increased to Rs. 442 lacs as against Rs. 106 lacs in previous year. Advertising and sales promotion expenses decreased to Rs. 30 Lacs as against Rs. 142 lacs in previous year. Bad Debts written off is Rs. Nil and Gain on Sales of Fixed Assets amounted to Rs. 1 lac in during the year under review. Increase in improved plant utilization resulting in positive EBIDTA of Rs. 380 lacs as against positive EBIDTA of Rs. 172 lacs in the previous year.

Revenue from processing at Zinc Plant increased to Rs. 495 lacs against Rs. 439 lacs in previous year. Also revenue from services like Commissioning and Installation decreased to Rs. 33 lacs from Rs. 187 lacs in previous year.

4. Directors and Key Managerial Personnel

Mr. Javed Ahmad, Director is liable to retire by rotation and being eligible and offers himself for re-appointment.

Based on the recommendation of the Nomination and Remuneration Committee, Mr. Sugata Sircar and Ms. Rachna Mukherjee were appointed as additional directors at the Board Meetings held on 13th November, 2014 and 11th February, 2015 respectively and will continue till the conclusion of the ensuing Annual General Meeting. The Board has recommended their appointment as Directors of the Company.

Ms. Rajani Kesari has resigned as Director effective 8th November, 2014 and Mr. Anil Chaudhry has resigned as Director effective 11th February, 2015.

It is also proposed to re-appoint Mr. Swaminathan Venkatraman as Managing Director for a further period of two years.

Pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the Rules made there under (including any statutory modification(s) or re-enactment thereof) read with Schedule IV to the Companies Act, 2013, the Board has recommended the appointment of Mr. Shravan Vijaykumar Sharma, Mr. Ganesh Vaidyanathan, and Mr. Vishar Subramanian Vasudevan, all being Independent Directors for a period of three year from the conclusion of the ensuing Annual General Meeting.

The following were designated as Key Managerial Personnel in the Board Meeting held on May 27, 2014:

1) Mr. Swaminathan Venkatraman, Managing Director

2) Mr. Vighneshwar Bhat, Company Secretary

3) Mr. Neeraj Garg, Chief Officer

5. Auditors

The members of the Company, by passing a resolution at the previous Annual General Meeting of the Company had appointed M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (Reg. No. 101049W) as the Statutory Auditors of the Company till the conclusion of Thirty Second Annual General Meeting subject to yearly ratification by the Shareholders. The Statutory Auditors have confirmed their eligibility and the Board proposed the ratification of their appointment by the Shareholders for the year 2015-16.

The Board on the recommendation of the Audit Committee, has appointed M/s. Rao, Murthy & Associates, Cost Accountants as Cost Auditors of the Company for the Year 2015-16.

6. Deposits

The Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

7. Subsidiary Companies

Your Company has no Subsidiary Company.

8. Technical Knowhow

The Company is fully capable of evolving its own designs as well providing the support required for the operations of the Company.

9. Conservation of Energy etc.

Information as per the Companies (Disclosure of particulars in the Report of Board of Directors) Rules relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure 'I' forming part of this report.

10. Secretarial Audit

Secretarial audit report as provided by M/s. Nesar & Associates, Practicing Company Secretaries is annexed to this Report as Annexure II.

11. Corporate Governance

Your Company believes in good corporate governance and has initiated several proactive steps in this regard. A separate section on Corporate Governance is given in Annexure III. A certifcate from the Company Secretary in Practice regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is given in elsewhere in the Annual Report.

12. Reserves

Due to loss for the year ended 31st March, 2015, the Company has not transferred any amount to the General Reserve.

13. Share Capital

The paid up Equity Share Capital of the Company as on 31st March 2015 was Rs. 60,480,000. During the year under review, there has been no change in the Equity Share Capital of the Company.

14. Board Meetings

The Board of Directors met four (4) times (27th May 2014, 12th August 2014, 13th November 2014 and 11th February 2015) during this financial year.

15. Declaration from Independent Directors on annual basis

The Company has received necessary declaration from all Independent Directors 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). The Board has duly taken note of the same.

16. Composition of the Committees

Composition of the Audit Committee, Nomination and Remuneration Committee, Risk Management Committee and Stakeholders Relationship Committee are given in the Corporate Governance Report attached to this Report.

17. Extract of the 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 for the financial year ended March 31, 2015 in MGT 9 is attached as Annexure IV to the Report.

18. Corporate Social Responsibility

Since the Company is not meeting any of the criteria laid down in Section 135 of the Companies Act, 2013, and consequently not required to formulate any policy or not required to disclose any details under Companies Act, 2013.

19. Related Party Transactions

The Company has formulated a policy on Related Party Transaction and also on dealing with the Related Party Transactions. The Policy has been put up on the website of the Company. All transactions entered into with the Related Parties were as per the RPT Policy adopted by the Company.

20. Annual Evaluation of the Board and Committees

Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement, during the year, the Board adopted a formal mechanism for evaluating the performance as well as that of its Committees and individual Directors including the Chairman of the Board. The Board has carried out an annual performance evaluation of its own performance and that of its statutory committees viz. Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and that of the individual directors.

21. Remuneration to Directors

We confrm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

22. Particulars of Employees

The Information as per Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. However, as per the provisions of Section 136 of the Act, the report and accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

23. Directors' Responsibility Statement

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Directors hereby confrm that :

(a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have 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 as at 31st March, 2015;

(c) the directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

24. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rules amended upto date, the Company has constituted a Central Internal Complaints Committee at its Office at 5C/1, KIADB Industrial Area, Attibele, Bangalore-562107. The Central Internal Complaints Committee has been given the responsibility to receive and address the complaint received, if any, at all locations where the Company is present. The Company has also taken certain steps to create awareness about familiarization to the said policy having been put in place. There was no instance of alleged sexual harassment reported during the year under review.

25. Internal Audit

The in-house internal audit team is responsible for assurance with regard to the effectiveness and effciency of internal control systems and processes. This team in your company is an independent and objective function, performing assurance and consulting activities designed to add value and improve the company processes. It helps the Company to accomplish its objective by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and governance process. The audit plan for the year is based on business risk and internal control assessment which is approved by the Audit Committee and Board of Directors of the Company.

As per the requirement of the Companies Act, 2013, the Company is in the process of setting up the frame work for internal control on financial reporting. The Company is in the process to seek service from one of the reputed consultants after carrying "As is" diagnostic analysis.

26. Particulars of Loans, Guarantees or Investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Statements.

27. Material Changes and Comments affecting the Position of the Company after 31st March, 2015

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year, to which this financial statement relate and the date of this Report.

28. Details of significant and Material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's Operation in future

There was no significant and material order passed by any regulator or court or tribunal impacting the going concern status of the company and its future operations.

29. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the Rules made there under, the Company has formulated and implemented Vigil Mechanism for disclosing of any unethical behavior, actual or suspected fraud or violation of the Company's code of conduct and other improper practice or wrongful conduct by employees or directors of the company.

During the year under review, the Company has not received any complaints relating to unethical behavior, actual or suspected fraud or violation of Company's code of conduct from any employee or directors.

30. Risk Management Policy

In compliance with the requirement of the Companies Act, 2013, the Company has put in place the Risk Minimization and Assessment procedures. The Objective of any risk identification and assessment process is to evaluate the combination of likelihood and level of negative impacts from and event. The three main components of a risk assessment are business risk, service /operational risk and external risk. The Company manages the risk in line with current risk management best practice. This facilitates the achievement of our objectives, operational effectiveness and effciency protection of people and assets, informed decision-making and compliance with applicable laws and regulations.

31. Buy back of Securities

The Company has not bought back any of its securities during the year under review.

32. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

33. Bonus Shares

No Bonus shares were issued during the year under review.

34. Code of Conduct and Ethics

The Board of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The objective of the code is to conduct the Company's business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one's conduct in dealing with the Company, fellow Directors and Employees and with the environment in which the Company operates. The code is available on the Company's website.

35. Acknowledgement

Your Directors would like to thank all stakeholders, namely, customers, shareholders, dealers, suppliers, bankers, employees and all other business associates for the continuous support given by them to the Company and its Management.

For and on Behalf of the Board

Shravan Sharma

Chairman

Date : 21st May, 2015

Place: Bangalore


Mar 31, 2014

The Members,

SCHNEIDER ELECTRIC PRESIDENT SYSTEMS LIMITED

The Directors take pleasure in presenting the Thirtieth Annual Report together with audited accounts for the year ended 31st March, 2014. Financial details:

Rs.in Lacs

Particulars 31 .03.2014 31 .03.2013

Gross Revenue from Operations 17,328.64 11,599.38

Net Revenue 16,546.49 11,093.68

Earning before Interest and Depreciation (EBIDT) 171.80 219.87

Less: Interest 236.42 237.93

Interest Income (3.28) (4.37)

Depreciation 420.59 414.06

Profit / (Loss) before Tax (481.92) 427.75)

Less: Provision for Tax -- -- Less : Deferred Tax Liability -- (94.80)

Profit After Tax (481.92) (332.95)

Add : Balance brought forward 2,195.57 2,528.52

Profit available for distribution 1,713.64 2,195.57

Appropriation -- -- Total Balance carried forward 1,713.64 2,195.57

Dividend:

In view of loss during the year, your Directors have not recommended any dividend for the year.

Performance:

The Net Revenues (net of duties and taxes) during the year were Rs. 16,546 lacs as against Rs. 11,094 lacs in the previous year. Net Sales Turnover increased by 49.14% over the previous year.

Plant utilization at Pune and Bangalore improved to 80% as against 70% in previous year. During the year, there were increase in Employee Costs of Rs.196 lacs over previous year due to merit increase during the year.

Provision for Doubtful Debts and advances was made amounting to Rs. 77 lacs as against Rs. 35.9 lacs in previous year. Casual Labour cost increased to Rs. 551 lacs as against Rs. 316 lacs in previous year. Power costs increased to Rs. 452 lacs as against Rs. 337 lacs in previous year due to increase in power rate & higher diesel price. Legal and Professional cost and Advertising and sales promotion expenses were decreased to Rs.106 and Rs. 142 lacs as against Rs. 173 lacs and Rs. 144 lacs in previous year. Bad Debts written off and gain on Sales of Fixed Assets amounted to Rs. 39 lacs and Rs.12 lacs in current year. Increase in improved plant utilisation resulting in positive EBIDTA of Rs.172 lacs as against positive EBIDTA of Rs. 220 lacs in the previous year. Revenue from processing at Zinc Plant increased to Rs. 438 lacs against Rs. 312 lacs in previous year. Also revenue from services like Commissioning and installation decreased to Rs.187 lacs from Rs.189 lacs.

New Product Development:

A rack with a combination of EMC/EMI compatibility, Zone - 4 Seismic requirement and polycarbonate door with EMC shielding was developed for one of our regular and major customer. The rack was certified to meet the exacting standards of EMC/EMli and seismic. That has passed attenuation of 30dB at the frequency from 10kHz to 3GHz.

Operating Base Earthquake (OBE) & Safe Shutdown earthquake(SSE) tested for both the above and certified for the same. Also developed a new cabinet for solar inverter project for outdoor application with an outdoor life of 20 years adapting breakthrough technology on surface finishing.

A host of new products are under development for various application such as:

- Metering Boxes for Australia.

- Distribution boxes for Gulf.

With the new developments, the Company has acquired and enhanced design & manufacturing capabilities of a new platform of racks which were hitherto not in our range of products.

Directors:

Ms. Rajani Kesari, Director is liable to retire by rotation and eligible and offered herself for reappointment. Mr. Nikhil Pathak, who appointed to fill up the causal vacancy caused by the resignation of Mr. Shrinivas Chebbi, would retire at the ensuing Annual General Meeting and being eligible for appointment is proposed to be appointed as Director at the ensuing Annual General Meeting. Mr. Philippe Arsonneau has resigned as Director effective, 27th May, 2014. Mr. Pankaj Sharma was appointed as Additional Director effective 27th May, 2014 would retire at the Annual General Meeting and being eligible for appointment is proposed to be appointed as Director at the ensuing Annual General Meeting. It is also proposed to re-appoint Mr. Swaminathan Venkatraman as Managing Director for a further period of one year. Pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof) read with Schedule IV to the Companies Act, 2013, the Board has recommended the appointment of Mr. Shravan Vijaykumar Sharma, Mr. Ganesh Vaidyanathan, and Mr. Subramanian Vishar Vasudevan, all being Independent Directors for a period of one year from the conclusion of the ensuing Annual General Meeting.

Auditors:

The statutory auditors M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Bangalore have confirmed their eligibility and willingness to accept the office of statutory auditor for the financial year 2014-15 and 2015-16. It is recommended to appoint them as the statuary auditors for the year 2014 - 15 and 2015 - 16 subject to yearly ratification by the shareholders.

The Board, on the recommendation of the Audit Committee, has appointed M/s. Rao, Murthy & Associates, Cost Accountants as Cost Auditors of the Company for the Financial Year 2014-15.

Deposits:

There were no deposits outstanding as on 31st March, 2014.

Subsidiary Companies:

Your Company has no Subsidiary Company.

Personnel:

The Industrial relations have been generally co-ordeal.

Information as per Section 217(2A) of the Companies Act,1956 read with the Companies (particulars of employees) Rules 1975 as amended, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, as per the provision of Section 219(1)(b)(iv) of the said Act, the Annual Report and Accounts are being sent to all Members of the Company excluding aforesaid information. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Technical Know how:

The Company is fully capable of evolving its own designs as well providing the support required for the operations of the Company. Conservation of Energy etc.:

Information as per the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure ''A'' forming part of this report.

Corporate Governance:

Your Company believes in good corporate governance and has initiated several proactive steps in this regard. A separate section on Corporate Governance forms part of the Annual Report. A certificate from the Company Secretary in Practice regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is given elsewhere in the Annual Report.

Change of Name:

Since 75% of the shares are held by the Promoter, Schneider Electric, which has world-wide presence and a renowned brand so that maximum mileage can be drawn out of name for expansion of its business, the name of the Company has been changed to "Schneider Electric President Systems Limited".

Shifting of Registered Office:

The Company, vide Order dated 1st May, 2014, has received the approval of the Regional Director, Western Region, Mumbai, Ministry of Corporate Affairs for shifting of the Registered Office of the Company from the State of Maharasthra to the State of Karnataka. Pursuant to the said Order, the Registered Office of the Company has been shifted to 5C/1, KIADB Industrial Area, Attibele, Bangalore -562107.

Directors'' Responsibility Statement:

Pursuant to sub-section 2AA of Section 217 of the Companies Act, 1956, the Directors hereby confirm:

1. In the preparation of Annual Accounts for the year ended 31st March, 2014, the applicable Accounting Standards have been followed and there are no material departures.

2. The Company has 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 as at 31st March, 2014 and the loss of the Company for the year ended 31st March, 2014 .

3. The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Company has prepared the annual accounts on a going concern basis.

Acknowledgement:

Your Directors would like to thank all stakeholders, namely, customers, shareholders, dealers, suppliers, bankers, employees and all other business associates for the continuous support given by them to the Company and its Management.

For and on Behalf of the Board

Date: 27th IVtey, 2014 Shravan Sharma

Place: Bangalore Chairman


Mar 31, 2013

The Member of APW PRESIDENT SYSTEMS LIMITED

The Directors take pleasure in presenting the Twenty - nineth Annual Report together with audited accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

Rs. in Lacs 31.03.2013 31.03.2012

Gross Revenue 11,599.38 10,593.45

Net Revenue 11,093.67 10074.22

Earning before interest and Depreciation (EBIDT) 219.87 (164.58)

Less: Interest 237.93 224.89

Interest Income (4.37) (5.69)

Depreciation 414.06 489.73

Profit / (Loss) before Tax (427.75) (873.51)

Less: Provision for Tax

Less : Deferred Tax Liability (94.80) (295.59)

Profit After Tax (332.95) (577.93)

Add : Balance brought forward 2528.52 3106.45

Profit available for distribution 2195.57 2528.52

APPROPRIATION

Total Balance carried forward 2195.57 2528.52





Dividend

In view of loss during the year, your directors have not recommended any dividend for the year.

Financial Results

The Net Revenue during the year were Rs. 11094 lacs as against Rs.10074 lacs in the previous year. Net revenue increased /decreased by only 10.1 % over previous year. Plants utilisation at Pune and Bangalore improved to 70% as against 63% in previous year but still remained under utilized. There was decrease in Employee Cost by Rs. 48 lacs. Provision for Doubtful Debts and advances was made amounting to Rs.35.9 lacs as against Rs. 188 lacs in previous year. Casual Labour increased to Rs. 316 lacs as again st Rs. 220 lacs in previuos year. Power costs increased to Rs. 337 lacs as against Rs.295 lacs in previuos year. Legal and professional and Advertising and sales promotion expenses were increaed to Rs.173 and Rs. 145 lacs as against Rs. 84 lacs and Rs.102 lacs in previous year. Bad Debts written off and Loss on Sales of Fixed Assets amounted to Rs. 27 lacs and Rs. 26 lac in current year. Improved plant utilisation resulted in a positive EBIDTA of Rs. 220 lacs as against negative EBIDTA of Rs. 164 lacs in the previous year After provision for Deferred Tax liability, Loss for the year was Rs. 333 lacs as against loss of Rs.578 lacs for the previous year.

OPERATIONS Manufacturing Operation

Revenues from Manufacturing operations were Rs. 10431 lacs as against Rs.9795 lacs in previous year.

Plants utilization was on an average remained at 70% Revnue from processing at Zinc Plant incresed to Rs.312 lacs against Rs. 89 lacs in previous year. Also revenue from services like Commissioning and installation increased to Rs. 189 lacs from Rs. 20 lacs.

Technology Services

The domestic sales of Technology Products was Rs. 513 lacs as against Rs. 470 lacs during the previous year, while Commission earned on direct sales were Rs. 22 lacs as against Rs. 41 lacs during the previous year

New Products development

A rack with a combination of EMC/EMI compatibility, Zone - 4 Seismic requirement and polycarbonate door with EMC shielding was developed for one of our regular and major customer. The rack was certified to meet the exacting standards of EMC/EMIi and seismic.

In another development the racks were developed out of Stainless steel with EMC/EMI compatibility & a CKD (Completely Knock Down) cabinet meant for Marine application. This rack met exacting specifications of the Penta 5 with shock mounts on the base & sides to handle the rolling over on high seas. The design approach for this important new product has been customer centric and every effort has been made to ensure that the rack can be assembled with ease by our valued customer. With the new developments the company has acquired design & manufacturing capabilities of a new platform of racks which were hitherto not in our range of products.

Closure of Pudducherry Unit

As a measure of cost optimsation, Company has closed its operations at rented premises at Pudducherry and shifted it to its owned plant premises at Attibele, Bangalore.

Directors

Mr. Nikhil Pathak, Mr. Philippe Arsonneau and Ms. Rajani Kesari were appointed to fill up the causal vacancies caused by the resignation of Mr. Shrinivas Chebbi, Mr. Ajay Shanker and Ms. Rita Marie Harevy respectively in March 2013 upon reshuffling of Management by schneider Group.

Mr. Ganesh Vaidyanathan would retire at the ensuing AGM. Ms. Rajani Kesari who was appointed to fill up casual vacancy caused by the resignation from Ms. Rita Marie Harvey who would have retired on ensuing AGM, would also retire at ensuing AGM. Both Mr. Ganesh Vaidyana than and Ms. Rajani Kesari, both retiring by rotation and are eligible for reappointment and have offered themselves for reappointment u/s 262 of the Companies Act, 1956.

Company has appointed Mr. Dharani Babu as Manager of the Company with effect from April 1, 2012 for a term of one year which ended on March 31, 2013. He was reappointed as Manager with effect from April 1, 2013. Upon changes in the top level of Management in Schneider Electric group companies, Mr. Pankaj Sharma, who was elevated as Business Vice President, East Asia, has given his resignation. Mr. Swaminathan Venkatraman, appointed as Director to fill casual vacancy caused by resignation of Mr. Pankaj Sharma, is also being appointed as Managing Director of the Company considering his vast experience and his achievement at his earlier stint in APW. In view of this Mr. Dharani Babu has stepped down from his legal post of Manger of the Company, however, he will continue to lead the company''s operations at its Fatories in India.

Mr. V. S. Vasudevan,Mr. Anil Chaudhry and Mr. Javed Ahmad, appointed as additional directors of the Company were retiring at ensuing AGM in respect of whom notice is received u/s 257 of Companies Act, 1956 seeks reappointment at the ensuing AGM.

Delisting

Schneider Electric South East Asia (HQ) Pte Ltd., the promoter holding 75% equity of the Company, made public offer to acquire further minimum of 15% equity shares in order to delist Compnay. Since the number of shares tendered in the offer, were lower than the minimum shares required for delisting, the offer stood cancelled.

Change of Name

It is in the best interest of Company to incorporate the name of the Promoter, Schneider Electric, which has wolrdwide presence and a renowned brand so that maximum mileage can be drawn out of name for expansion of its business. Mangement considering this view has proposed the change of Company''s name to "Schnedier Electric President Systems Limited", subject to Government and shareholder''s approval.

Shifting of Registered Office

As major plant operation of the Company is situated at Bangalore, Management has proposed to shift its Registered Office from Mumbai to its Bangalore. The necessary procedures for shifting is under place and may be completed by beginning of next year.

Auditors

The auditors M/s S. R. Batliboi & Associates LLP, Chartered Accountants, Bangalore have confirmed their eligibility and willingness to accept the office of statutory auditor for the financial year 2013-14.

Deposits

There were no deposits outstanding as on 31st March 2013.

Subsidiary Companies

Your Company has no subsidiary company.

Personnel

The Industrial relations have been generally cordial. Information as per section 217(2A) of the Companies Act,1956 read with the Companies (particulars of employees) Rules 1975 as amended, the names and other particulars of employees are set out in the Annexure to the Director'' Report. However, as per the provision of section 219(1)(b)(iv) of the said act, the Annual Report and Accounts are being sent to all members of the Company excluding aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Technical Knowhow

The Company is fully capable of evolving its own designs as well providing the support required for the operations of the Company.

Directors'' Responsibility Statement

Pursuant to sub-section 2A of Section 217 of the Companies Act, 1956, the Directors hereby confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Company has selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period;

c) That the Company has taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Company has prepared the annual accounts on a going concern basis.

Conservation of Energy etc.

Information as per the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure ‘A'' forming part of this report.

Corporate Governance

Your Company believes in good corporate governance and has initiated several proactive steps in this regard. A separate section on Corporate Governance forms part of the Annual Report. A certificate from the Company Secretary in practice regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given in Annexure ‘B''.

FOR AND ON BEHALF OF

Shravan Sharma Chairman

Bangalore, August 21, 2013


Mar 31, 2012

To The Members of APW PRESIDENT SYSTEMS LIMITED

The Directors take pleasure in presenting the Twenty-Eighth Annual Report together with audited accounts for the year ended 31st March 2012.

FINANCIAL RESULTS

Rs. in Lacs

31.03.2012 31.03.2011

Gross Revenue 10,593.45 10,750.31

Net Revenue 10,079.91 10,025.31

Earning before interest and Depreciation (EBIDT) (158.89) 430.04

Less: Interest 224.89 188.89

Depreciation 489.73 397.22

Profit / (Loss) before Tax (873.51) (156.07)

Less: Provision for Tax -- --

Less: Prior Year Tax Provision- Excess reversed -- 33.98

Less: Deferred Tax Liability 295.59 7.61

Profit After Tax (577.93) (114.48)

Add : Balance brought forward 3106.45 3220.93

Profit available for distribution 2528.52 3106.45

APPROPRIATION -- --

Total Balance carried forward 2528.52 3106.45

Dividend:

In view of loss during the year, your directors have not recommended any dividend for the year.

Financial Results :

The Net Revenue during the year were Rs.10,080 lacs as against Rs. 10,025 lacs in the previous year. Net revenue increased by only 0.5% over previous year. Plants at Pune and Bangalore remained under utilized. There was increase in Employee Cost by Rs. 3 crores. Provision for Doubtful Debts which was made amounting to Rs. 95 lacs and provision made against doubtful collection of statutory forms was amounting to Rs.67 lacs.

Increase in expenses as above coupled with under utilization of plant, resulted in negative EBIDTA of Rs. 159 lacs as against positive EBIDTA of Rs. 430 lacs in the previous year. Company has incurred a cash loss of Rs. 32.56 lacs during year 2011-12. Company expects to improve plant utilisation during FY 2012-13 which will result in better performance next year.

There was increase in Finance Cost by 36 lacs as compared to Previous year and also an increase in Depreciation Charges on account of consideration of change in useful life of Computer Hardwares and Vehicles (being brought closer to realistic life), resulting in additional depreciation amounting to Rs. 100 lacs.

After provision for Deferred Tax liability, Loss for the year was Rs.578 lacs as against loss of Rs. 114 lacs for the previous year.

OPERATIONS: Manufacturing Operation :

Revenues from Manufacturing operations were Rs. 9795 lacs as against Rs. 9728 lacs in previous year.

Plants utilization was on an average remained at 63%.

During the financial year, operations of the zinc plating plant which was commissioned in 2009-10, stabilized. Also, nickel zinc plating capabilities were added during the year. This plant is currently running at full capacity.

Technology Services

The domestic sales of Technology Products was Rs.470 lacs as against Rs.579 lacs during the previous year, while Commission earned on direct sales were Rs.41 lacs as against Rs.126 lacs during the previous year. There was no growth in TPD business on account of the global slow down during the year. Also alliance with Avocent Technologies (now part of Emerson Electric), came to an end. This caused a dip in revenue on that product range. Alternative products have been added during the FY but did not fully compensate the loss of revenue due to Avocent alliance loss.

New Products development:

A rack with a combination of EMC/EMI compatibility, Zone-4 Seismic requirement and polycarbonate door with EMC shielding was developed for one of our regular and major customer. The rack was certified to meet the exacting standards of EMC/EMIi and seismic.

In another development the racks were developed out of Stainless steel with EMC/EMI compatibility & a CKD (Completely Knock Down) cabinet meant for Marine application. This rack met exacting specifications of the Penta 5 with shock mounts on the base & sides to handle the rolling over on high seas. The design approach for this important new product has been customer centric and every effort has been made to ensure that the rack can be assembled with ease by our valued customer.

With the new developments the company has acquired design & manufacturing capabilities of a new platform of racks which were hitherto not in our range of products.

Directors :

As per the Share Purchase Agreement (SPA) executed between the Promoters and Schneider Electric South East (HQ) Pte Limited (SESEA, acquiring company), there is change in the management. All ex-promoter directors and independent directors have resigned and the new directors nominated by SESEA were appointed.

Mr. Charles Watanabe and Mr. Shravan Sharma were appointed to fill up the casual vacancy caused by resignation of Mr. Marc Rutty and Mr. Lakshman Bhatia respectively who were to retire at the ensuing meeting by rotation and being eligible Mr. Charles Watanabe and Mr. Shravan Sharma are seeking reappointment u/s 262 of the Companies Act 1956.

Mr. Pankaj Sharma, who was appointed as an Additional Director of the Company by Board of Directors under section 260 of the Companies Act, 1956 and who holds office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing proposing his candidature for the office of Director under section 257 of the Companies Act, 1956 is seeking reappointment at the ensuing Annual General meeting. Mr. Pramod Agashe, who was appointed as Managing Director of the Company since May 19, 2011 on change in Management has stepped down on March 31, 2012. Company has appointed Mr. Dharani Babu as Manager of the Company with effect from April 1, 2012. Mr. Dharani Babu has joined Company in 2006 as Works Manager Attibele and subsequently was promoted as VP, Manufacturing.

Delisting:

Company had received a letter from Schneider Electric South East Asia (HQ) Pte Ltd., the promoter and majority shareholder of the Company, on November 26, 2011, informing the Company of its proposal: (i) to voluntarily delist the equity shares of the Company from all the stock exchanges on which the equity shares of the Company are listed and traded; and (ii) to withdraw the permitted to trade status from the Bombay Stock Exchange Limited. Accordingly Board of Directors met on November 28, 2011 and considered the proposal and Company obtained the shareholders approval by passing a Special Resolution by Postal Ballot on January 30, 2012. Company has also obtained the In-Principal approval of the Pune and Bangalore Stock Exchange for delisting of shares.

Auditors:

The auditors M/s S. R. Batliboi & Associate, Chartered Accountants, Bangalore, have confirmed their eligibility and willingness to accept office, of statutory auditor for the financial year 2012-13.

Auditors' Report

The Auditors in their statement under Companies (Auditors Report) Order, 2003, annexed to the aforesaid Report, have observed the following:- a) The internal control procedures with respect to purchases and sales, including approval and payments to commission agents, require further strengthening to be commensurate with the size of the Company and nature of its business operations

b) Delay in few cases in depositing undisputed statutory dues

c) Undisputed dues in respect of service tax on import of services and tax deducted at source on interest accrual towards dues to small and micro enterprises were outstanding, at the year end, for a period of more than six months from the date they became payable.

The Board of Directors, informs that

a) The Company is in the process of improving the existing procedure and system of Purchase and Sales, which would be operative before the close of the current financial year.

b) Though there have been few delays during the year, there have no amounts pending as at the Balance Sheet date

c) The Company had already paid most of the undisputed dues for more than six months except few cases, which will be paid before the end of the current financial year.

Deposits:

There were no deposits outstanding as on 31st March 2012.

Subsidiary Companies:

Your Company has no subsidiary company.

Personnel:

The Industrial relations have been generally cordial. Information as per section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules 1975 as amended, the names and other particulars of employees are set out in the Annexure to the Director' Report. However, as per the provision of section 219(1)(b)(iv) of the said act, the Annual Report and Accounts are being sent to all members of the Company excluding aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Technical Knowhow:

The Company is fully capable of evolving its own designs as well providing the support required for the operations of the Company.

Directors' Responsibility Statement

Pursuant to sub-section 2A of Section 217 of the Companies Act, 1956, the Directors hereby confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Company has selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period;

c) That the Company has taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Company has prepared the annual accounts on a going concern basis.

Conservation of Energy etc.:

Information as per the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure 'A' forming part of this report.

Corporate Governance

Your Company believes in good corporate governance and has initiated several proactive steps in this regard. A separate section on Corporate Governance forms part of the Annual Report. A certificate from the Company Secretary in practice regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given in Annexure 'B'.

FOR AND ON BEHALF OF THE BOARD

Shravan Sharma

Chairman Bangalore, May 17, 2012


Mar 31, 2011

The Directors take pleasure in presenting the Twenty-Seventh Annual Report together with audited accounts for the year ended 31st March 2011.

FINANCIAL RESULTS

Rs. in Lacs 31.03.2011 31.03.2010

Gross Sales 10,835.67 15,752.39

Net Sales 9,609.19 13,719.86

Earning before interest and Depreciation (EBIDT) 430.04 1,387.28

Less: Interest 188.89 190.27

Depreciation 397.22 364.15

Profit / (Loss) before Tax (156.07) 832.86

Less: Provision for Tax - 252.00 Less: Prior Year Tax Provision-Excess reversed 33.98

Less: Deferred Tax Liability 7.61 41.34

Profit After Tax (114.48) 539.52

Add : Balance brought forward 3220.93 2,872.46

Profit available for distribution 3106.45 3,411.98 APPROPRIATION

Proposed Dividend - 120.96

Corporate Tax on Dividend _ 20.09

Transfer to General Reserve _ 50.00

Total Balance carried forward 3106.45 3220.93

Dividend:

In view of the loss during the year, your directors have not recommended any dividend for the year. Financial Results :

The Net Sales (net of duties and taxes) during the year were Rs.9609 Lacs as against Rs. 13720 Lacs in the previous year. Drop in Sales Turnover by 30% was mainly on account of Telecom Sector, one of the main customer segments, which is under turmoil due to various reasons. EBIDTA earnings have reduced to Rs.430 Lacs as against Rs. 1387 Lacs in the previous year. Under utilization of manufacturing capacity at Bangalore due to lower sales resulted in lower EBIDTA and as a consequent loss for the Company. The employee costs have gone up to Rs. 1711 Lacs as against Rs. 1657 Lacs in the previous year, an increase of 4%. After provision for Deferred Tax liability, Loss for the year was Rs.114 Lacs as against profit of Rs. 540 Lacs for the previous year.

OPERATIONS:

Enclosure Solutions :

This business was severely affected due to turmoil in Telecom Sector. Sales of enclosure business were Rs. 9026 Lacs as against Rs. 13129 Lacs in previous year, almost 30% drop in sales.

Plating plant set up during last year is now working at full capacity. During the year Company has entered into arrangement with BOSCH India for Nickel Zinc plating of their product. BOSCH has given Rs. 1.11 crores to incentivize Company to set up Nickel Zinc plating facility. Nickel-Zinc Plating facility is expected to be completed by June-July 2011. This facility will help improve not only the quality of existing products and services, but will also attract new business.

Technology Services

The domestic sales of Technology Products were Rs.583 Lacs as against Rs.591 Lacs during the previous year, while Commission earned on direct sales was Rs. 126 Lacs as against Rs.43 Lacs during the previous year. There was no growth in TPD business on account of the global slow down which caused the IT industry to freeze all Capex investments during the year. Commission earned on direct sales increased mainly on account of orders for technology products for monitoring of Data Centres. Company has strategic alliance with Unite Technologies Limited, UK which is one of the leading companies in such products, since 2006.

New Product development:

As always, the Company continued to introduce new products as well as accessories and services.

A new enclosure family (under the brand name IMPress), developed to meet the requirements of data center projects, was launched in June 2010. I am pleased to inform you that this product is widely accepted and is considered as the next generation product. This Cabinet range conforms to international DIN 41494 standards, and offers customers enhanced features such as cable management flexibility, quick and safe assembly, ease of installation and maintenance, open access and unlimited expandability. Further development of this product to suit different requirements of customers is going on.

Directors :

As per the Share Purchase Agreement (SPA) executed between the Promoters and Schneider Electric South East (HQ) Pte Ltd (SE, acquiring company), Company appointed Mr. Philippe Arsonneau and Mr. Shrinivas Chebbi as Nominee Directors at the Board meeting held on February 5, 2011 under section 260. Their tenure will end at ensuing AGM and the acquiring company is seeking their re-appointment at next AGM under section 257.

Under SPA all existing Promoter Directors except the nominee directors of Schneider Electric South East (HQ) Pte Ltd will be resigning on the completion of Transaction and Schneider Electric South East (HQ) Pte Ltd (SE, acquiring company), will be appointing new members to the Board.

Auditors:

The auditors M/s Price Waterhouse, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and have expressed their inability to continue as auditors of the Company. Management is looking for another audit firm for the appointment as statutory auditor for FY 2011-12.

Deposits:

There were no deposits outstanding as on 31st March 2011.

Subsidiary Companies:

Companys subsidiary, APW Systems MEA FZC at Sharjah in UAE has closed its operations. Company has received the equity invested in this company after depletion.

Personnel:

The Industrial relations have been generally cordial. Information as per section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules 1975 as amended, the names and other particulars of employees are set out in the Annexure C to the Directors Report.

Technical Knowhow:

The Company is fully capable of evolving its own designs as well providing the support required for the operations of the Company.

Directors Responsibility Statement

Pursuant to sub-section 2A of Section 217 of the Companies Act, 1956, the Directors hereby confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That they have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period;

c) That they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they have prepared the annual accounts on a going concern basis.

Conservation of Energy etc.:

Your Company has voluntarily undertaken the Energy Audit at its Bangalore Plant to initiate the conservation and savings in Power Consumption. Your Company has also set up a state of art Solar Heating Plant at its Pune Plant so as to be energy efficient.

Information as per the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure A forming part of this report.

Corporate Governance

Your Company believes in good corporate governance and has initiated several proactive steps in this regard. A separate section on Corporate Governance forms part of the Annual Report. A certificate from the Company Secretary in practice regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given in Annexure B.



FOR AND ON BEHALF OF THE BOARD

E. A. ELIAS MANAGING DIRECTOR

MUMBAI, May 16, 2011




Mar 31, 2010

The Directors take pleasure in presenting the Twenty-Sixth Annual Report together with audited accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

Rs. in Lacs 31.03.2010 31.03.2009 Gross Sales 15,752.39 15,604.72

Net Sales 13,719.86 13,604.48

Earning before interest and Depreciation (EBIDT) 1,387.28 1,854.45

Less: Interest 190.27 127.00

Depreciation 364.15 374.13

Profit before Tax 832.86 1,353.31

Less: Provision for Tax 252.00 438.93

Less: Deferred Tax Liability 41.34 6.84

Profit After Tax 539.52 921.23

Add : Balance brought forward 2,872.46 2,263.51

Profit available for distribution 3,411.98 3,184.74

APPROPRIATION --- ---

Proposed Dividend 120.96 181.44

Corporate Tax on Dividend 20.09 30.83

Transfer to General Reserve 50.00 100.00

Total Balance carried forward 3220.93 2,872.46

Dividend:

After considering the performance of your Company, your Directors are pleased to recommend a dividend of 20% being Rs.2.00 per Equity Share.

Financial Results :

The Net Sales (net of duties and taxes) during the year were Rs.13720 Lacs as against Rs. 13604 Lacs in the previous year. EBIDTA earnings before interest, depreciation and income tax was reduced to Rs.1387 Lacs as against Rs. 1854 Lacs in the previous year. Material Cost increased by 2.65% due to increase in raw material prices and lower realization resulted due to higher discounts offered to win over business from competition during slow down in economy. Company has made an investment in additional manpower for starting its new Cooling Solutions Division which is expected to start earning benefits from the next year. The employee costs have gone up to Rs. 1657 lacs as against Rs. 1470 lacs in the previous year, an increase of 12%, due to Management decision to augment and improve the caliber of its Sales and Marketing force. Interest charges were higher at Rs.190 Lacs (Rs.127 Lacs in 2008-09) because of additional Term Loan obtained for setting up of the Plating Plant at Attibele, Bangalore. Depreciation charges were Rs. 364 lacs, which was lower than the Rs. 374 lacs for the previous year mainly due to accelerated depreciation amounting to Rs. 49 lacs charged in the previous year to remove obsolete items of fixed assets from the Books. After provision for Tax and Deferred Tax liability, Profit for the year was Rs.540 Lacs as against Rs. 921 Lacs for the previous year.

OPERATIONS:

Racks and Cabinets :

The Company offers enclosures, accessories and a range of solutions from world-class technology partnerships. The slow down in the economy has basically created postponement of purchase decisions and deferred projects. The slow down has increased focus on cost savings and increased business pressure to keep plants running, maintain performance and meet increasingly aggressive service-level agreements.

During the year Company has set up a state of the art Plating facilities with the latest technology at its Bangalore Plant. This will help improve not only the quality of existing products and services, but will also attract new business.

Technology Services:

The domestic sales of Technology Products was Rs.594 Lacs as against Rs.656 Lacs during the previous year, while Commission earned on direct sales were Rs. 43 Lacs as against Rs.127 Lacs during the previous year. The drop in TPD business was almost wholly on account of the global slow down which caused the IT industry to freeze all Capex investments during the year.

New Products development:

As always, the Company has continued to introduce new products as well as accessories and services.

A new enclosure family (under the brand name IMPress) was developed to meet the requirements of datacenter projects. This Cabinet range conforms to international DIN 41494 standards, and offers customers enhanced features such as cable management flexibility, quick and safe assembly, ease of installation and maintenance, open access and unlimited expandability.

Directors :

As per Articles of Association Mr. Rajeshwar Raj Bajaaj and Mr. Madhav Joshi retire by rotation in the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. Mr. Lakshman Bhatia, who retires by rotation, has not offered himself for reappointment as he is proceeding abroad on some other assignment. Your Board sincerely acknowledges his valuable contribution to the Company and wishes him good luck for his future assignment, wherever he may be. Your Board has decided not to fill up casual vacancy, for the time being, created by his retirement.

Auditors:

The auditors M/s Price Waterhouse, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Deposits:

There were no deposits outstanding as on 31st March 2010.

Subsidiary Companies:

Companys subsidiary, APW Systems MEA FZC, Sharjah has not done well during the year due to slow down in business and the melt down of Dubai economy in the third and fourth quarter of the year. In view of this Company has decided to close down APW Systems MEA FZC. Winding up procedures will be completed by the end of June 2010. The report consolidating the subsidiary accounts also forms part of this annual report.

Personnel:

The Industrial relations have been generally cordial. Information as per section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules 1975 as amended, the names and other particulars of employees are set out in the Annexure to the Director Report. However, as per provision of section 219(1)(b)(iv) of the said act, the Annual Report and Accounts are being sent to all members of the Company excluding aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Technical Knowhow:

The Company no longer has access to any technical knowhow from its collaborator, who continue to be in receivership. However, the Company is fully capable of evolving its own designs as well providing the support required for the operations of the Company. Your Management is looking for new financial and / or technology partners with whom to form a strategic alliance, keeping in mind future business considerations.

Directors Responsibility Statement

Pursuant to sub-section 2A of Section 217 of the Companies Act, 1956, the Directors hereby confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That they have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period;

c) That they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they have prepared the annual accounts on a going concern basis.

Conservation of Energy etc.:

Your Company has voluntarily undertaken the Energy Audit at its Bangalore Plant to initiate the conservation and savings in Power Consumption. Your Company has also set up a state of art Solar Heating Plant at its Pune Plant so as to be energy efficient.

Information as per the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure A forming part of this report.

Corporate Governance

Your Company believes in good corporate governance and has initiated several proactive steps in this regard. A separate section on Corporate Governance forms part of the Annual Report. A certificate from the Company Secretary in practice regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given in Annexure B.

FOR AND ON BEHALF OF THE BOARD E. A. ELIAS MUMBAI, May 17, 2010 MANAGING DIRECTOR


Mar 31, 2000

The Directors have pleasure in presenting the Sixteenth Annual Report together with audited accounts for the period ended 31st March 2000.

FINANCIAL RESULTS

(RUPEES IN MILLIONS) 31.03.2000 31.03.1999

Net Sales 185.707 152.311

Profit / (Loss) before interest and 25.798 16.317

Depreciation

Less: Interest 14.090 10.808

Depreciation 8.858 7.426

Profit / (Loss) Before Tax 2.850

Less: Provision for Tax 0.297 --

Profit / (Loss) After Tax 2.553 (1.917)

Less: Other Adjustments 0.584 (0.850)

1.969 (2.767)

Add : Balance brought forward 7.283 10.050

9.252 7.283

Appropriations

Proposed Dividend --

Transfer to General Reserve --

Balance carried forward 9.252 7.283

Total 9.252 7.283

Dividend: In view of rapid growth in sales turnover in the last quarter of the year under review (a trend which is continuing in the current year), it is decided to conserve the funds generated. These funds will be utilized towards increased Working Capital requirements and hence no Dividend has been recommended.

Sales turnover : The net sales (net of taxes) during the year were Rs 185.7 million, as against Rs 1 52.3 million in the previous year which shows 22% rise in Sales over previous year.

The growth in sales had been projected based on the demand from local Telecommunication equipment manufacturers. This demand was considerably short of projections during first three quarters of the year, and the tempo picked up only in the last quarter. The outlook for the current year looks considerably better as major policy initiatives by the Government have given a boost to the computer networking and telecommunications industries. These two business sectors are the major contributors towards demand for your Companys products.

Operating margins: Operating margins continue to be under pressure as the market has become competitively aggressive for the networking sector. In the telecommunication segment, since supply is to Original Equipment Manufacturers (OEMs), prices are negotiated for regular deliveries of volume business. This will therefore always be a low- margin activity. However, substantial volumes help in reducing unit costs of manufacture and sales. The overall profitability is expected to improve substantially in the current year due to substantial increase in production quantities.

Manufacturing facilities: During the year, your Company has focused on improving plant utilization. Hence major investments were not made in manufacturing equipment. However, substantial investment was made towards development and installation of an integrated information system, making extensive use of computerized systems to link the plants and offices around the country.

ISO Certification:

The Company has been continuously striving to achieve better quality products and standardising manufacturing procedures. Your Directors are pleased to inform you that the Pune and Bangalore manufacturing facilities each received the ISO 9001 certification.

Business operations:

Inspite of obvious political pressures from various lobbies, the Government worked to its agenda of liberalising the economy. This was particularly true of the Telecom sector. The Dept of Telecomm (DoT) has continued, and with increased pace, to clear the deck for Cellular Services, Wireless in Local Loop (WiLL), VSAT, and even the basic telephone services. New entrants are appearing on the scene almost every month.

For the networking business segment, there has been increased activity to set up ISPs, ASPs, and any number of dotcom operations throughout the country. This has created good demand for our products. Hence we expect substantial business growth to result from such activity.

Our Bangalore operations were set up to meet projected offtake from the Telecomm industry. In view of low business levels from this sectors in the first three quarters, we could not achieve our growth targets. In the current year business in Telecomm is expected to grow substantially. We are well-positioned to become one of the main suppliers of metal racks to this industry.

On the export front our performance continues to improve. Exports to Australia, Singapore, Middle East and Israel continued to grow. Exports sales achieved during the year were Rs 24 M as against Rs 21.56 M for the previous year. We have now developed fully some of the products from the VERO range and have been approved for regular supplies to their distributors in Hong Kong, Singapore and the Middle East. This activity should also add to the business in the future as we will become the single-source supplier to VERO offices and distributors in these regions. We have also recently appointed a Distributor for South Africa.

As you are aware, VERO Electronics was bought over by APW Inc. of US in 1998. In the current year, APW group is cultivating a single identity, and all companies in the group will be known as APW. Hence, VERO Electronics has changed its name to APW Electronics.

To reflect this change in our company also, APW has asked us to substitute VERO with APW in our companys name. This will give us a common identity with APW for our customers in the international market. It will also reinforce our position with the Indian arms of companies like Lucent, Ericsson, IBM and Sun who are among APWs worldwide customers. Thus the company name will change to: APW President Systems Ltd. This does not cause any change in the share-holding pattern of your company. The new name has been cleared by the Registrar of Companies, Maharashtra, and now requires to be approved by the shareholders at this General Body meeting.

New Products development : It has been another successful year for New Products development.

Many different enclosures have been developed to specific requirements of Telecomm customers like Lucent, Siemens, HFCL etc.

In view of the growing market for audio-video equipment, a completely new range of modular consoles has been developed. This product line is already becoming very popular with customers, also for security and monitoring systems.

The Year 2000 Issue (Y2K) : The Company has successfully managed the Y2K issue. All critical IT. systems covering business applications, process control, plant automation and other areas are Y2K compliant

Directors : Mr. Marc Rutty and Mr. Stewart Hicks retire from office by rotation and being eligible, offer themselves for re- election.

Mr. Desmond M. C. Doyle was appointed a Director on the Board to fill the casual vacancy caused by the resignation of Mr. David Thomson. Mr. Desmond M. C. Doyle vacates office at the forthcoming Annual general meeting, pursuant to Section 262 of the Companies act, 1956. Notices, in writing, have been received from some members signifying their intention to propose his candidature for the office of a Director.

Auditors: M/s S.B. Billimoria & Co., Chartered Accountants, Mumbai, retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Deposits: Company has not received deposits from Public. However, the Company has accepted deposits from Directors from time to time. There were no deposits outstanding as on 31st March 2000.

Personnel: The Industrial relations have been generally cordial.

List of employees covered under Section 217 (2A) of the Companies Act, 1956 is attached. (Please refer page 25).

Conservation of Energy etc.: Your Directors furnish hereunder the additional information as required under section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988.

A. Conservation of Energy

1. The Companys Production activity is not energy intensive. However, all measures are being taken for optimising energy usage.

2. Additional investments and proposals for reduction in consumption of energy.

3. Total energy consumption is 439818 kwh. Consumption per unit is not possible to give as the products are not standardised.

B. Technology Absorption

Report made in Technology Absorption

I Research & Development

1. Specific areas in which R&D carried by the Company

This is an on going process in the Company.

2. Benefits derived as a result of the above R&D

Improving quality and product reliability keeping to the international market demands.

3. Future plan of action

Development of new products, to improve product range and products application for other fields.

4. Expenditure on R & D Development work on product is continuous and

a) Capital is debited to Profit & Loss Account under

b) Recurring respective heads therein.

c) Total

II Technology, Absorption, Adaption & Innovation

1. Efforts made towards technology absorption, adaption, & innovation

The Company has in-house R&D facilities, in which new products development and improvements in processes are carried out.

2. Benefits derived due to above

All products are designed in-house. Prototypes are then developed and tested before introducing these products into the manufacturing range. The process of manufacturing established based on the product features.

FOR AND ON BEHALF OF THE BOARD E.A.ELIAS MANAGING DIRECTOR

PLACE:MUMBAI DATED:25 August 2000



 
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