APW PRESIDENT SYSTEMS LTD.ANNUAL REPORT 2012-2013

INFORMATION TO SHAREHOLDERS

Board Of Directors Main Bankers

Shravan Sharma , Chairman Syndicate Bank, Industrial Finance Branch

Pankaj Sharma Manipal Centre, 204-205, North Block

Philippe Arsonneau Bangalore – 560 042 Ganesh Vaidhyanathan

Nikhil Pathak Auditors

Ms. Rajani Kesari Messrs. S. R. Batliboi & Associates LLP

Manager

Dharani Babu UB City, Canberra Block, 12th

& 13th

Floor

No. 24, Vittal Mallya Road, Bangalore 560001

Company Secretary Listing Details

K. K. Bhavsar Company’s Equity Shares are listed at:

Pune Stock Exchange Ltd (Scrip Code 160225)

Registered Office Bangalore Stock Exchange (Scrip Code VEROPNDSYS)

At Bombay Stock Exchange, Company’s Shares are

permitted to be traded with effect from Jan 7, 2005

(Scrip Code 590033)

Works

PUNE Registrar & Transfer Agent

Plot S-73,74, MIDC,

Universal Capital Securities Pvt. Ltd.,

Andheri (E), Mumbai 400093

Bhosari, Pune 411 026 21, Shakil Nivas, Mahakali Caves Road,

Andheri (E), Mumbai 400 093

BANGALORE Tel.: (022) 2836 6620, 2826 2920

Plot 5, 5A, 5C/1, 6A KIADB Industrial Area,

Attibele, Bangalore 562 107 ISIN No.

INE 155 D 01018

Correspondent Address

C/o Schneider Electric

Marwah House, 2nd

Floor

Krishnalal Marwah Marg, Chandivali

Andheri (East), Mumbai 400072

29TH ANNUAL GENERAL MEETING

DATE: FRIDAY , SEPTEMBER 27 , 2013

TIME: 11.00 am

Venue: Tribune I, 6th floor, Hotel Tunga International,

Central Road, MIDC, Andheri (E), Mumbai 400 093

CONTENTS

1

2-7

8-11

12-14

15-20

21-23

24-26

27-46

47

Financial Statistics

Management Discussion Analysis

Director’s Report

Compliance Report on Corporate Governance

Auditor’s Report

Accounts

Notes

Attendance Slip and Proxy

Notice to Shareholders

303, New India Industrial Estate,Off Mahakali Caves Road,Andheri (East), Mumbai - 400 093

Particulars 31.03.2013 31.03.2012 31.03.2011 31.03.2010 31.03.2009 31.03.2008

Stand Alone Stand Alone Stand Alone

Sales 10,481.05 9,840.84 9,650.81 13,719.86 13,604.49 12,903.88

Commission Income 21.84 40.82 126.25 43.30 127.20 180.74

Other Operating Income 528.42 152.88 202.59 36.94 11.19 5.38

Other Income 66.74 45.37 45.66 189.66 192.12 101.84

Total Income 11,098.05 10,079.91 10,025.31 13,989.76 13,935.00 13,191.84

EBITDA 224.24 (158.89) 430.04 1,387.28 1,854.44 1,876.11

Financial Expenses 237.93 224.89 188.88 190.27 127.00 123.48

Depreciation 414.05 489.73 397.22 364.14 374.13 274.20

(Loss)/Profit before Taxation (427.75) (873.51) (156.06) 832.87 1,353.31 1,478.43

(Loss)/Profit after Taxation (332.95) (577.92) (114.48) 539.52 921.23 913.04

Dividend Payout - - - 120.96 181.44 181.44

Corporate Tax on Dividend - - - 20.09 30.84 30.84

Retained earnings (332.95) (577.92) (114.48) 398.47 708.95 700.76

Dividend (%) - - - 20.00 30.00 30.00

Earning per Share (5.51) (9.56) (1.89) 8.92 15.23 15.10

Particulars 31.03.2013 31.03.2012 31.03.2011 31.03.2010 31.03.2009 31.03.2008

EBIDTA Rs. 224.24 (158.89) 430.04 1,387.28 1,854.44 1,876.12

EBIDTA % to Net Sales 2.14 (1.61) 4.46 10.11 13.63 14.54

Return on Net Worth (%) (8.20) (13.16) (2.30) 10.63 19.66 22.96

Net Asset Value per share 67.11 72.62 82.17 83.88 77.48 65.76

Particulars 31.03.2013 31.03.2012 31.03.2011 31.03.2010 31.03.2009 31.03.2008

Equity and Liabilities Stand Alone Stand Alone Stand Alone

Share Capital 604.80 604.80 604.80 604.80 604.80 604.80

Reserves & Surplus 3,454.19 3,787.14 4,365.06 4,479.55 4,081.08 3,372.13

Total Shareholder's Funds 4,058.99 4,391.94 4,969.86 5,084.35 4,685.88 3,976.93

Non Current Liabilities

Long-term borrowings 1,507.10 1,049.21 711.27 887.59 534.84 278.13

Other long-term liabilities 27.93 88.09 112.03 - 44.40 133.20

Deferred tax liability (net) - 94.80 390.38 397.99 356.65 363.49

Long-term provisions 190.02 131.38 118.43

110.83 76.60 58.28

1,725.05 1,363.48 1,332.11 1,396.41 1,012.49 833.10Current Liabilities

Short-term borrowings 281.72 679.82 756.71 317.64 14.25 387.02

Trade Payables 3,117.64 1,821.68 1,931.56 1,795.28 1,947.13 2,017.55

Other current liabilities 644.76 641.57 737.93 349.03 330.05 293.29

Short-term provisions 158.10 159.91 102.83 219.45 297.95 292.25

4,202.22 3,302.98 3,529.03 2,681.40 2,589.38 2,990.11

Total 9,986.26 9,058.40 9,831.00 9,162.16 8,287.75 7,800.14

Non Current Assets

Fixed assets

Tangible assets 4,012.83 4,160.08 4,395.22 4,304.41 3,974.86 3,293.60

Intangible assets 51.89 77.26 106.58 62.06 50.55 56.69

Capital work-in-progress 31.79 13.52 25.47 251.74 108.48 57.03

Non-current investments - - 0.18 0.18 17.55 17.55

Long-term loans and advances 751.19 107.65 149.55 143.91 190.15 129.64

4,847.70 4,358.51 4,677.00 4,762.30 4,341.59 3,554.51

Current assets

Inventories 1,417.51 1,045.96 820.67 911.10 1,062.47 946.21

Trade receivables 2,699.36 2,312.23 3,345.76 2,664.30 2,172.12 2,820.87

Cash and bank balances 71.51 318.38 124.51 149.72 376.93 206.61

Short-term loans and advances 689.41 1,023.06 844.14 657.70 329.80 266.38

Other current assets 260.77 0.26 18.92 17.04 4.84 5.56

5,138.56 4,699.89 5,154.00 4,399.86 3,946.16 4,245.63

Total 9,986.26 9,058.40 9,831.00 9,162.16 8,287.75 7,800.14

Statement of Accounting Ratios of the Company

FINANCIAL STATISTICS

1APW PRESIDENT SYSTEMS LTD.ANNUAL REPORT 2012-2013

NOTICE TO THE SHAREHOLDERS

K.K.Bhavsar

Company Secretary

NOTICE is hereby given that the Twenty-nineth Annual General Meeting of the Members of APW PRESIDENT SYSTEMS LTD.will be held on Friday,the 27th September 2013, at 11.00 am. at Tribune 1, 6th Floor, Hotel Tunga International, Central Road, MIDC, Andheri (E), Mumbai 400093 to transact the following business:-

1. To receive, consider and adopt the Balance Sheet as at 31st March, 2013 and the Profit and Loss Account for the year ended on that date, together with the reports of the Directors and Auditors thereon.2. To appoint S. R. Batliboi & Associates LLP as Auditors to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company on such remuneration as may be mutually agreed upon between the Board of Directors and Auditors, plus out of pocket expenses.

SPECIAL BUSINESS

3. To consider, and if thought fit, to pass with or without modification the following Resolution as an Ordinary Resolution : “RESOLVED THAT Mr. Ganesh Vaidyanathan who was appointed a Director of the Company to fill in the casual vacancy caused by the

resignation of Mr. Ashok Kunte and who vacates office at this meeting under section 262 of the Companies Act, 1956 but who is eligible for re-appointment and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director be and is hereby appointed as a Director of the Company liable to retire by rotation.”

“RESOLVED THAT Ms. Rajani Kesari who was appointed a Director of the Company to fill in the casual vacancy caused by the resignation of M s. Rita Marie Harvey and who vacates office at this meeting under section 262 of the Companies Act,1956 but who is eligible for re-appointment and in respect of whom the Company has received a notice in writing from a member proposing her candidature for the office of Director be and is hereby appointed as a Director of the Company liable to retire by rotation .”

5. To consider, and if thought fit, to pass with or without modification the following Resolution as an Ordinary Resolution: “ RESOLVED THAT Mr. V.S.Vasudevan, 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 ofice 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 Companies Act,1956 be and is hereby appointed as a Director of the Company liable to retire by rotation.”

6. To consider, and if thought fit, to pass with or without modification the following Resolution as an Ordinary Resolution: “RESOLVED THAT Mr. Anil Chaudhry, 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 Companies Act,1956 be and is hereby appointed as a Director of the Company liable to retire by rotation.”

7. To consider, and if thought fit, to pass with or without modification the following Resolution as an Ordinary Resolution: “RESOLVED THAT Mr. Javed Ahmad, 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 Companies Act,1956 be and is hereby appointed as a Director of the Company liable to retire by rotation.”

“RESOLVED THAT subject to the approval of the central Government pursuant to section 21 of Companies Act,1956,the name of the company be and is hereby changed from 'APW President Systems Limited' to 'SCHNEIDER ELECTRIC PRESIDENT SYSTEMS LIMITED'. “RESOLVED FURTHER THAT the name 'APW President Systems Limited' wherever it occurs in the Memorandum and Articles of Association of the company be substituted by the 'Schneider Electric President Systems Limited'.''

9. To consider, and if thought fit, to pass with or without modification the following Resolution as special Resolution:

“RESOLVED FURTHER THAT the remuneration as contained in the said agreement be paid to Mr. Dharani Babu as the Minimum remuneration.” “RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to alter and vary the terms and conditions of the said appointment and /or agreement in such manner as may be agreed to between the Board of Directors and Mr. Dharani Babu from time to time and the terms of the aforesaid agreement shall be suitably modified to give effect to such alteration and/or variation.”

“RESOLVED THAT in accordance with the provisions of sections 198,269,309,310 & 311 and other applicable provisions,if any,of the Companies Act,1956,the consent and approval of the Company be and is hereby accorded to the appointment of Mr. Dharani Babu as the Manager of the Company for a period with effect from April 1,2013 to 12th August 2013 as per the terms and conditions including remuneration as contained in the agreement with him and as set out in the Explanatory Statement annexed to the Notice convening this meeting.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take all such acts, deeds and things as maybe necessary, proper and expedient in this regard to give effect to this Resolution.”

10. To consider, and if thought fit, to pass with or without modification the following Resolution as special Resolution: “RESOLVED THAT in accordance with the provisions of sections 198,269,309,310 & 311 and other applicable provisions,if any,of the Companies

Act,1956,the consent and approval of the Company be and is hereby accorded to the appointment of Mr. Swaminathan Venkataraman as theManaging Director of the Company with effect from August 13,2013 for a period of one year as per the terms and conditions including remunerationas contained in the agreement with him and as set out in the Explanatory Statement annexed to the Notice convening this meeting.”

“RESOLVED FURTHER THAT the remuneration as contained in the said agreement be paid to Mr. S. Venkataraman as the Minimum remuneration.”

Order of the Board

Bangalore, August 21, 2013

2 APW PRESIDENT SYSTEMS LTD.ANNUAL REPORT 2012-2013

4. To consider, and if thought fit, to pass with or without modification the following Resolution as an Ordinary Resolution:

8. To consider, and if thought fit, to pass with or without modification the following Resolution as special Resolution:

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take all such acts, deeds and things as may be necessary, proper and expedient in this regard to give effect to this Resolution.”

“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to alter and vary the terms and conditions of the said appointmentand/or agreement in such manner as may be agreed to between the Board of Directors and Mr. S. Venkataraman from time to time and theterms of the aforesaid agreement shall be suitably modified to give effect to such alteration and/or variation.”

Notes:-1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER. The proxies, in order to be valid,shall be duly stamped and executed and should reach the Registered Office of the Company at least 48 hours before the commencement of the meeting.

2. Corporate members who are intending to send their authorised representatives to attend the meeting are requested to send to the company a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the meeting.

3. Members who hold shares in dematerialized form are requested to write their client ID and DP ID numbers and those who hold shares in physical form are requested to write their Folio Number in the attendance slip for attending the meeting and for easy identification of attendance at the meeting.

4. The Register of Members and the Share Transfer Books of the Company will remain closed from Saturday, 21st Septemebr,2013 to Friday, the 27th September 2013. (both days inclusive).

5. Pursuant to section 205A(5) and section 205C of the Companies Act,1956, the Company has transferred the unpaid or unclaimed dividend for the financial year 2004-05 and unclaimed amount of Refund of excess of Right Issue application money to the Investor Education and Protection Fund (IEPF) established by the Central Government. Members are requested to expeditiously put their claims for Unclaimed Dividends, if the same are not received/claimed by them for FY 2005-06 as the amount is due for the transfer to IEPF in (Date) October 2013.

6. Members are requested to notify immediately any change of address to the Registrar of the Company, Universal Capital Securities Pvt. Ltd.,21 Shakil Nivas, Mahakali Caves Road, Andheri (East), Mumbai 400 093 in respect of their physical share folios and to notify their Depository Participants (DPs) in respect of their holdings in electronic form, if any.

7. Members are requested to: i) Send in their queries at least a week in advance to the Company Secretary at the Registered Office of the Company to facilitate clarification during the meeting. ii) Bring their copy of Annual Report and Attendance Slip to the Annual General Meeting. iii) Intimate to the Registrar & Share Transfer Agent (RTA) of the Company immediately about any change in their addresses, if the shares are held in physical form and to Depository Participant (DP) if the shares are held in electronic form. iv) Approach the RTA of the Company for consolidation of folios. v) Avail Nomination facility by filling in and forwarding the nomination form to the RTA, if not already done

Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956.Item No. 3.

Pursuant to Article 148 of Articles of Association of the Company and in terms of Section 262 of the Companies Act,1956,Mr.Ganesh Vaidyanathan was appointed as Director to fill up casual vacancy in place of Mr. Ashok Kunte with effect from July 11,2011 on the Board of the Company.

Pursuant to the provisions of Section 262 of the Companies Act,1956,he holds office as Director up to the date Mr. Ashok Kunte would have hold the office.The Company has received a notice under section 257 of the Companies Act,1956,from a shareholder proposing the name of Mr.Ganesh Vaidyanathan as Director of the Company.A brief resume of Mr.Ganesh Vaidyanathan as required in terms of clause 49 of the Listing Agreement is enclosed with the notice.The Board recommends that he may be appointed as Director liable to retire by rotation.

Except Mr. Ganesh Vaidyanathan, no other Director of the Company is in any way concerned or interested in the proposed resolution.

Item No. 4.

Pursuant to Article 148 of Articles of Association of the Company and in terms of Section 262 of the Companies Act,1956,Ms. Rajani Kesari was appointed as Director to fill up casual vacancy in place of Ms.Rita Marie Harvey with effect from May 27,2013 on the Board of the Company.

Pursuant to the provisions of Section 262 of the Companies Act,1956,Ms.Rajani Kesari holds office as Director up to the date Ms. Rita MarieHarvey would have hold the office.The Company has received a notice under section 257 of the Companies act, 1956, from a shareholderproposing the name of Ms.Rajani Kesari as Director of the Company. A brief resume of Ms. Rajani Kesari as required in terms of clause 49 of theListing Agreement is enclosed with the notice.The Board recommends that she may be appointed as Director liable to retire by rotation.

Except Ms. Rajani Kesari, no other director of the Company is in any way concerned or interested in the proposed resolution.

Item No. 5.

Pursuant to the provisions of Section 260 of the Companies Act,1956,he holds office as Director up to the date of ensuing Annual General Meeting.The Company has received a notice under section 257 of the Companies Act,1956,from a shareholder proposing the name of Mr. V. S. Vasudevan as Director of the Company.A brief resume of Mr. V. S. Vasudevan as required in terms of clause 49 of the Listing Agreement is enclosed with the notice.The Board recommends that he may be appointed as Director liable to retire by rotation.

Except Mr. Vasudevan, no other director of the Company is in any way concerned or interested in the proposed resolution.

Item No. 6.

Pursuant to Article 136 of Articles of Association of the Company and in terms of Section 260 of the Companies Act, 1956, Mr. Anil Chaudharywas appointed as an Additional Director with effect from August 13, 2013 on the Board of the Company.

Pursuant to the provisions of Section 260 of the Companies Act,1956,he holds office as Director up to the date of ensuing Annual General Meeting. The Company has received a notice under section 257 of the Companies Act,1956,from a shareholder proposing the name of Mr. Anil Chaudhry as Director of the Company. A brief resume of Mr. Anil Chaudhry as required in terms of clause 49 of the Listing Agreement is enclosed with the notice. The Board recommends that he may be appointed as Director liable to retire by rotation.

Item No. 7.

Pursuant to Article 136 of Articles of Association of the Company and in terms of Section 260 of the Companies Act,1956,Mr. Javed Ahmad was appointed as an Additional Director with effect from August 13, 2013 on the Board of the Company.

Pursuant to the provisions of Section 260 of the Companies Act, 1956, he holds office as Director up to the date of ensuing Annual GeneralMeeting. The Company has received a notice under section 257 of the Companies Act, 1956, from a shareholder proposing the name ofMr. Javed Ahmad as Director of the Company. A brief resume of Mr. Javed Ahmad as required in terms of clause 49 of the Listing Agreementis enclosed with the notice. The Board recommends that he may be appointed as Director liable to retire by rotation.

Except Mr. Javed Ahmad, no other Director of the Company is in any way concerned or interested in the proposed resolution.

Pursuant to Article 136 of Articles of Association of the Company and in terms of Section 260 of the Companies Act,1956,Mr. V. S. Vasudevanwas appointed as an Additional Director with effect from 12 August 2013 on the Board of the Company. th

3APW PRESIDENT SYSTEMS LTD.ANNUAL REPORT 2012-2013

Except Mr. Anil Chaudhry, no other Director of the Company is in any way concerned or interested in the proposed resolution.

Item No. 8.

Schneider Electric South East Asia (HQ) Pte Ltd holds 75% equity and is Promoter of the Company. Schneider Electric is world wide popular brand nameand has presence all over the world. There is need to reflect the Promoter Schneider Electric name in the name of Company to enable get maximummileage out of association with Schneider Eectric. Hence management is proposing the change in name of company to “SCHNEIDER ELECTRICPRESIDENT SYSTEMS LIMITED” which will require the approval of Central Government and Shareholder in General Meeting. by passing as special resolution.

You are requested to considered the same and approve the proposed changes.

4 APW PRESIDENT SYSTEMS LTD.ANNUAL REPORT 2012-2013

Item No. 9.

Mr. Dharani Babu is Engineer Professional with over 23 years of work experience across various functional areas of Manufacturing operationsand projects gained at BPL group of companies.

He joined Company in May 2006 as Assistant Vice President, Works. He was elevated to the post of Vice President, Works in 2009. He was appointed as the Manager of the Company from April 1, 2012 for term of one year which ended on March 31, 2013. Management of the Company,

thconsidering his contribution decided to extend his appointment upto 12 August 2013. thCompany has entered into an agreement with him to reappoint him as Manager of the Company for period upto 12 August 2013. The material

terms and conditions as contained in the agreement are as under.

REMUNERATION

Basic Salary Rs. 1,573,186 p.a.House Rent Allowance Rs. 786,593 p.a.Other Allowances Rs. 1,299,504 p.a.Performance Incentive Rs. 731,856 p.a.Total Rs. 4,391,139 p.a.

Perquisites

Contribution to Provident Fund 12% on Basic SalaryCar For official and personal useTelephone MobileOther amenities As per the Company’s rule – Group Mediclaim and Group Personal Accident Premium Rs. 9231/- p.a.

The draft agreement referred to above is open for inspection by the members at the Registered office between 10.00 a.m. and 12 noon on alldays except Saturdays, Sundays and holidays.

This Explanatory Statement together with the accompanying Notice is and shall be treated as an abstract under Section 302 of the CompaniesAct,1956

The Board recommends the resolutions as set out in the accompanying Notice for your approval in the interest of the Company.

Except Mr. Dharani Babu, no other Director of the Company is concerned or interested in the resolution.

Item 10.

REMUNERATION

Basic Salary Rs. 2,451,628 p.a. House Rent Allowance Rs. 1,225,814 p.a. Other Allowances Rs. 2,030,280 p.a. Performance Incentive Rs. 1,141,544 p.a. Relocation Allowance Rs. 61,291 p.a. Total Rs. 6,910,557 p.a.

Contribution to Provident Fund 12% on Basic SalaryCar For official and personal useTelephone MobileOther amenities As per the Company’s rule – Group Mediclaim and Group Personal Accident Premium Rs. 9231/- p.a.

Perquisites

The draft agreement referred to above is open for inspection by the members at the Registered office between 10.00 a.m. and 12 noon on alldays except Saturdays, Sundays and holidays.

This Explanatory Statement together with the accompanying Notice is and shall be treated as an abstract under Section 302 of the CompaniesAct, 1956

The Board recommends the resolutions as set out in the accompanying Notice for your approval in the interest of the Company.

Except Mr. S. Venkatraman, no other Director of the Company is concerned or interested in the resolution.

Details of Directors seeking appointment / re-appointment in the forthcoming Annual General Meeting

(In pursuance of clause 49 (VI) (A) of the Listing Agreement)

Mr. V. S. VasudevanMs. Rajani KesariMr.Ganesh

VaidyanathanName of Director Mr. Anil Chaudhry Mr. Javed Ahmad

Date of Birth

Date of Appointment

15.08.1953

14.07.2011

02.07.1971

27.05.2013

21.06.1951

13.08.2013 13.08.2013

Mr. Swaminathan Venkatraman is BE (Mech) and has also done Diploma in Marketing Management. He has been with Schneider for over 3 yearsheading up Uniflair India operations and has been successful in transforming Uniflair operations into a profitable business. Last year, he had takenon the additional responsibility of the commercial operations of APW President, and he has been responsible for bringing in the fast and profitablegrowth of revenue in racks and PDUs business. Currently he is Managing Director of the sister company, Uniflair India Pvt. Ltd.

Prior to joining Uniflair, Swaminathan Venkatraman was VP - Sales & Service at APW President for 4 years. As Managing Director, he willbe responsible for the complete operations of APW President i.e Sales, Manufacturing, R&D and Administration.

thCompany has entered into an agreement with him to appoint him as Managing Director of the Company with effect from 13 August 2013for a term of one year. The material terms and conditions as contained in the agreement are as under.

11.03.1961 11.05.1967

12.08.2013

Qualification B. Sc., Electric Engineering

ACMA, CA. CPA FCA BE (Electronic &telecommunication)

BE, MBA

Expertise in specificfunctional area

35 years of managerial experience in various industries

More than 20 years experience in field ofFinance, Audit and Merger and Acquisition

More than 22 years experiencein Finance and Administration

Wide experience in sales and efficient Energy Management

Wide experience in Material Management& oracle development

List of Companies in which Directorship is held APW President Systems Limited

None Schneider Electric India Pvt. Ltd., Energy Grid Automation Transformersand Switchgears India Ltd.CST Censors India Pvt. Ltd.,Luminous PowerTechnologies Pvt. Ltd,Schneider ElectricInfrastructure Limited

Schneider ElectricInfrastructure Limited

Schneider Electric India Pvt. Ltd.,Energy Grid Automation Transformers and Switchgears India Ltd,Schneider Electric Infrastructure Limited

Schneider Electric IT Business India Pvt Limited

--

Chairman/Member of the Committee(s) of Board of Directors of the Company

Member of Audit Committee& Chairman of Shareholder’sGrievance /Transfer Committee

Member of Audit Committee

Member of AuditRemuneration

5APW PRESIDENT SYSTEMS LTD.ANNUAL REPORT 2012-2013

Mr. V. S. VasudevanMs. Rajani KesariMr. Ganesh

VaidyanathanName of Director Mr. Anil Chaudhry Mr. Javed Ahmad

[SCHEDULE XIII PART II SECTION II 1(B) (iv)]

I. GENERAL INFORMATION

1) Nature of Industry

Evolution of industry

Rural business process outsourcing (BPO) units account for over US$ 10 million towards India's IT-BPO revenues. Many big IT-BPO companies in India are getting attracted towards hinterlands due to availability of immense untapped talent and lower costs.

The Indian economy has continuously recorded high growth rates and has become an attractive destination for investments.

India's economic growth is expected to slowdown significantly in 2012 and 2013 due to headwind of slowdown in Europe and the US,according to a United Nations' annual economic report - World Economic Situation and Prospects 2012. The Indian economy is expected to grow between 7.7 per cent and 7.9 per cent this year, as per the report. Some of other growth projections are at an even lower level.

India has emerged as the world's top recipient of officially recorded remittances for the fourth straight year. India is expected to receive US$ 58billion this year, followed by China, and Mexico, as per the latest issue of the World Bank's Migration and Development Brief.

Indian Rupee has come under severe pressure against US$ and other currencies due to Current Account deficits of India. This has caused manyinvestors to slowdown their investments into India.

India's Information technology (IT) and information technology enabled services (ITeS) segments are aligned in a way that the growth in one avenue has ripple effects on another. The IT & ITeS industry, as a whole, is the mainstay of Indian technology sector as it has driven growth of the economy in terms of employment, revenue generation, standards of living etc and has played a major part in placing the country on the global canvas.

National Association of Software and Services Companies (NASSCOM) president Som Mittal believes that software exports would be in tune with the estimates and are projected to grow 15-17 per cent to generate about US$ 70 billion in 2011-12 as against US$ 59 billion in 2010-11. Furthermore, Internet and Mobile Association of India (IAMAI) has stated that internet users in the country have crossed the 100-million mark (owing to increasing internet penetration and affordability for personal computers (PCs), of which 17 million are online shoppers. It estimates that the number of Internet users in India will triple by 2015.

Depreciation of Indian rupee is a positive for this sector. However, overall slowdown in US and Europe has a drag on growth. Recent results of some of the leading Indian IT companies points to ongoing challenges.

IT & ITeS - Key Developments and Investments

The Indian IT infrastructure market will reach $2.05 billion in 2012, showing a growth of 10.3 per cent over the last year's figure.

This market, comprising servers, storage and networking equipment, will touch the $3-b mark by 2016, research firm Gartner says.

Revenue growth will be primarily driven by ongoing data centre modernisation, as well as new data centre build outs. Servers are the largest segmentsof the Indian IT infrastructure market, as revenue are forecast to reach $754.5 million in 2012, and grow to $967.2 million in 2016.

The external storage disk is the fastest growing segment within the IT infrastructure market. The enterprise network equipment market in India,which includes enterprise LAN and WAN equipment, is expected to grow from $861 million in 2012 to $1.2 billion in 2016.

Contract Manufacturing

Labor costs for conducting electronics manufacturing in India are between 30 to 40 per cent less than in the United States or in Western Europe.Other equally important benefits from operating in India include a fast-growing domestic market, an excellent education system, the nation's technology parks and the recent improvements in the country's transit and utility infrastructure.

India's contract manufacturing activities primarily serve the nation's indigenous demand. The recent acceleration in EMS activity is mainly dueto rapid growth in the electronic Hardware market in all segments particularly rapid growth has taken place in Telecom Infrastructure Equipment,Computers, Consumer & Hand held devices.

By Order of the Board

K. K. Bhavsar

Company SecretaryBangalore , August 21, 2013

Chairman/Member of the Committee(s) of other Company in India in which he is a Director

None None Remuneration Committee OF Schneider ElectricInfrastructure Limited

Remuneration Committee OF Schneider ElectricInfrastructure Limited

No. of Shares held inCompany

-

-- - --

While some of the estimates point to high growth in medium term, the recent developments, slowdown of economy could lead to much slower growth in short term.

Industry segments in which the Company operates

The Company is focused on the IT / ITES, Telecom and Contract Manufacturing segments.

Size of the industry

According to an ISA - Frost & Sullivan report, India is developing as one of the largest markets for electronic equipment. India's electronic equipmentconsumption is expected to reach $363 billion by 2015 growing at a compounded annual growth rate of 29.8 per cent. The consumption by 2015 willbe equal to 11 per cent of the global electronic equipment output.

Another encouraging sign is that the semiconductor content in the estimated electronic consumption in 2015 is expected to be $36.3 billion accounting for 6.5 per cent of the global semiconductor revenues.

India offers high potential for electronic equipment manufacturing companies.

The estimated production of $155 billion in 2015 is expected to create an opportunity of $15.52 billion for semiconductor companies and alsofor Electronic Manufacturing Services (EMS) companies.

2) Date or expected date of commencement of commercial production The Company has already commenced its commercial production.3) In case of new companies, expected date of commencement Not Applicable

6 APW PRESIDENT SYSTEMS LTD.ANNUAL REPORT 2012-2013

2012-13

2012-13

2011-12

2011-12

2010-11

2010-11

2009-10

2009-10

2008-09

2008-09

F.O.B. value of Export 230,455,405 128,516,135 84,335,472 165,601,341 130,571,630

4) Financial Performance based on given indicators

Income :

Net Sales

Commission earned

Service Charges

Other Income

Total Income

Profit before Taxation

Profit After Taxation

Dividend Payout

Corporate Tax on Dividend

Retained earnings

Dividend (%)

Earning per Share

31.03.13

10481.05

21.84

528.42

66.74

11098.05

-427.75

-332.95-

-

-

-

-5.51

31.03.12

9840.84

40.82

152.88

45.37

10079.91

-873.51

-577.92-

-

-

-

-9.56

31.03.11 9650.81

126.25

202.59

45.66

10,025.31 -156.07

-114.49-

-

-

-

-1.89

31.03.10 13,719.86

43.30

36.94

189.66

13,989.76

832.87

539.52

120.96

20.09

398.47

20.00

8.92

31.03.09

13,604.49

127.20

11.19

192.12

13,935.00

1,353.31

921.23

181.44

30.84

708.95

30.00

15.23

(Amount In Lakhs)

Export Performance5) Export performance and Net Foreign Exchange Collaborations

Earnings in Foreign Currency

F.O.B. value of Export 230,455,405 128,516,135 84,335,472 165,601,341 130,571,630

Commission 2,183,862 4,082,671 12,625,738 4,330,426 12,720,414

Other Income 17,733,251 - - 580,684 634,387

Total (1) 250,372,518 132,598,806 96,961,210 170,512,451 143,926,431

Net Foreign Exchange Earnings

Total (2)

Total (1-2)

Expenditures in Foreign Currency

Raw Materials 92,006,567 63,925,946 35,920,914 123,322,169 72,212,457

Traded, Goods (net of returns) 6,488,887 22,929,104 38,906,296 37,565,502 35,461,912

Capital Goods 17,147,507 4,671,810 6,136,377 4,367,191 44,383,586

Commission - - - 6,207,416 7,684,056

Other Expenses 4,111,579 6,741,564 4,785,290 3,648,129 6,240,937

119,754,540 98,268,424 85,748,877 175,110,407 165,982,948

130,617,978 34,330,382 11,212,333 (4,597,956) (22,056,517)

6) Foreign Investments or Collaborators, if any Schneider Electric South East Asia (HQ) PTE LTD, the global specialist in energy management,has acquired 75% of the Equity in the Company of which 55% is acquired from the than Promoters and another 20% by open offer from the Indian Public Shareholders.

Schneider Electric has become a key player in integrated data center infrastructure market and further accelerates its development in this domain.

As a global specialist in energy management with operations in more than 100 countries, Schneider Electric offers integrated solutions across multiple market segments, including leadership positions in energy and infrastructure, industrial processes, building automation, and data centres/networks,as well as a broad presence in residential applications.Focused on making energy safe, reliable, and efficient,the company's 110,000 plus employees achieved sales of 23.9 billion euros in 2012, through an active commitment to help individuals and organizations “Make the most of their energy.”

INFORMATION ABOUT THE APPOINTEE

1) a) Background details of Mr. Dharani Babu

Mr. Dharani Babu has over 23 years of experience across various functional areas of Manufacturing operations and projects gained at BPL group of companies He joined the company in May 2006.He holds a Mechanical Engineering Degree from Calicut University, as well as a Post graduation specialised in Production Engineering from PSG TECH, Coimbatore. He was promoted as Vice President, Manufacturing Operations in 2009.

The Board of Directors considering his expertise and leadership qualities,appointed him as the Manager of the Company with effect from April 1, 2012 for term of one year which ended on March 31, 2013. As Management was considering appointment of Managing Director for the Company, has decided to extend his term upto 13th August 2013.

b) Background details of Mr. S. Venkatraman

Mr. S. Venkatraman has been with Schneider for over 3 years heading up Uniflair India operations and has been successful in transforming Uniflair operations into a profitable business. Last year, he had taken on the additional responsibility of the commercial operations of APW President, and he has been responsible for bringing in the fast and profitable growth of revenue in racks and PDUs business. Currently he is Managing Director of sister company Uniflair India Pvt.Ltd.

Prior to joining Uniflair, he was VP-Sales & Service at APW President for 4 years. As Managing Director, he will be responsible for the complete operations of APW President i.e Sales, Manufacturing, R&D and Administration.

Salary-Basic 1,573,186 1,229,496 853,068 539,220 516,000

HRA 786,593 614,700 426,510 269,610 258,000

Other Allowances 1,289,904 1,198,293 1,221,053 1,488,980 1,455,733

Performance Incentives 731,856 261,683 255,300 330,000 400,000

Retention Bonus 500,000 --- -

Perquisites 48,831 28,800 28,800 28,800 28,800

TOTAL 4,930,370 3,332,972 2,784,731 2,656,610 2,658,533

2) a) Past Remuneration of Mr. Dharani Babu

Description 2012-13 2011-12 2010-11 2009-10 2008-09

7APW PRESIDENT SYSTEMS LTD.ANNUAL REPORT 2012-2013

He was elevated to the post of Vice President, Works in April 2009. He has strongly contributed to various facets of manufacturing success.

He is responsible for the production activities carried out in the manufacturing plants located in Attiebele, Bangalore, Pune and Puducherry.

b) Past remuneration of Mr. S. Venkataraman from APW PRESIDENT SYSTEMS LTD.: NIL

3) Recognition or Awards: NIL

4) a) Job Profile of Mr. Dharani Babu and his suitability:

Mr. Dharani Babu is Engineer by Profession with over 23 years of work experience across various functional areas of Manufacturing operations and projects. He holds a Mechanical Engineering Degree from Calicut University, as well as a Post graduation specialised in Production Engineering from PSG TECH, Coimbatore. He joined APW President in 2006 as Assistant Vice President–Works.

Venkatraman has been with Schneider for over 3 years heading up Uniflair India operations and has been successful in transforming Uniflair operationsinto a profitable business. Last year, he had taken on the additional responsibility of the commercial operations of APW President, and he has beenresponsible for bringing in the fast and profitable growth of revenue in racks and PDUs business.

Prior to joining Uniflair, he was VP - Sales & Service at APW President for 4 years. As Managing Director, he will be responsible for the complete operationsof APW President i.e Sales, Manufacturing, R&D and Administration.

b) Job Profile of Mr. S. Venkatraman and his suitability:

5) Remuneration Proposed forMr. Dharani Babu Mr. S. Venkataraman

Basic Salary

House Rent Allowance

Other Allowances

Performance Incentive

Reloction Allowance

Total

Perquisites

Contribution of Provident Fund 12% on the basic

Car For official and personal use

Telephone Mobile

Other amenities

12% on the basic

Rs. 2,451,628 p.a.

Rs. 1,225,814 p.a.

Rs. 2,030,280 p.a.

Rs. 1,141,544 p.a.

Rs. 61,291 p.a.

Rs.6,910,557 p.a.

For official and personal use

Mobile

As per the Company’s rule - Group Group Personal Accident Premium Rs. 9231-p.a

Mediclaim and As per the Company’s rule - Group Group Personal Accident Premium Rs. 9231-p.a

Mediclaim and

Rs. 1.573,186 p.a.

Rs. 786,593 p.a.

Rs. 1,299,504 p.a.

Rs. 731,856 p.a.

Rs. 4,391,139 p.a.

-

6) Comparative Remuneration with respect to Industry, size of the Company, profile of the position and the person. Taking into consideration the size of the Company, the profile of the appointee, the responsibilities shouldered by him and the industry benchmarks, the remuneration proposed to be paid is commensurate with the remuneration packages paid to similar senior level appointees in other companies.

Name of Company Equity TurnoverProfit/(Loss)Before Tax

Managerial Remuneration

ZICOM Electronic Security Ltd 1270 21942 530 54.33Eimco Elecon (India) Ltd. 577 17677 1657 87.85

GMM Pfaudler Limited 292 20181 1302 100

(Rs. in lacs)

Besides the remuneration proposed, there is no other pecuniary relationship exists.7) Pecuniary relationship directly or indirectly with the Company, or relationship of managerial person, if any.

II. OTHER INFORMATION 1) Reasons of loss or inadequate profit.

The Company has continuously shown growth over the years except for the last three years.Global slow-down of economy has affected the Company's performance during these years.In FY 2010-11 increase in raw material prices and lower realization coupled with offer of higher discounts to attract and retain business impacted the Company and its Profit Before Tax reduced considerably. In FY 2011-12 Telecom Industries which is one of the main customer segment of the Company was adversely affected due to various scams and also freeze of investment in Telecom Sectors by all major Telecom Industries due to huge investment by them to acquire 3G spectrum under auction and also the uncertainty of Government telecom policy, has adversely impacted the performance of the Company. As a result plants capacity remained under utilised resulting in loss for the Company. Reasons as explained above continued during FY 2012-13 resulting in under utilisation of capacity resulting in loss for consequtive third year.

2) Steps taken or proposed to be taken for improvement

With change in control and Management passing over to Schneider Electric South East Asia (HQ) Pty Ltd. (SESEA) Company expects synergies in operations in areas like purchase and sales which will result in benefits to the Company. Company expects to synchronise purchases of major raw materials along with other companies of SESEA resulting in reduction in prices. Company

also expects to gain on wider platform that will be provided by SESEA in sales which will result in higher capacity utilization resulting in reduction in the incidence of overheads and thereby improving the profitability.

1) The shareholder of the Company shall be informed of the remuneration package of the managerial persons. The details of remuneration have been provided elsewhere in this statement 2) The following disclosure shall be mentioned in the Board of Director's report under the heading “Corporate Governance”, if any, attached to the annual report. The Company undertakes to disclose the following details in the relevant Report of the Board of Directors of the Company. (i) All elements of remuneration package of all the Directors (ii) Details of fixed component and performance linked incentives along with the performance criteria (iii) Service contracts,notice period etc (iv) Stock option details,if any

III. DISCLOSURES

3) Expected increase in productivity and profits in measurable terms; Based on the above strategy, the Company expects to achieve improve level of turnover by 10% as reported in FY 2012-13.Company also expects reduction in the procurement costs of major raw materials. Increase in turnover will result in the better utilization of Plants Capacity leading to improvement in profitability. Company also implementing cost reduction drives. This will enable the Company to achieve better performance in the current year as well as year ahead.

Except Mr. Venkatraman, no other Director of the Company is concerned or interested in the proposed Special Resolution at item no.9.

The Agreement and the draft Revision to the Agreement referred to in this Statement is open for inspection by the members at the Registered office between 10.00 a.m. and 12 noon on all days except (Sundays and holidays). Except Mr.Dharani Babu, no other Director of the Company is concerned or interested in the proposed Special Resolution at item no.8. This Explanatory Statement together with the accompanying Notice is and shall be treated as an abstract under Section 302 of the Companies Act, 1956.

By Order of the Board

K. K. Bhavsar Company Secretary

Bangalore, August 21, 2013

Industry Trends:

IT and Datacenter Market

Globally, there has been an explosive growth in the key drivers for IT and data center markets. Data and data of internet/mobile devices has been seeing a continuous uptrend, enterprises have been increasing the use of virtualisation/cloud technologies andthere has been a renewed focus on cost containment/management. This growth, driven both by consumers and organisations, has resulted inincreasing the global demand for data centers.

storage demand is rising, penetration

Data center spending overall has increased modestly over 2011 and 2012; spending went up from USD 99 billion (Rs 57,100 crores), an 8 per cent growth over this period. BRIC nations have been instrumental in driving this growth – given their rapidlygrowing economies, globalisation of firms and a large consumer base. SMBs have also been demanding data center services as they aim toreduce costs by leveraging cloud. Growth is expected to accelerate over the next few years–CAGR of 19 per cent between 2012-15, to reach USD126 billion (Rs 67,330 crores).

billion (Rs 53,330 crores) to USD 106

India’s data center market is estimated at USD 2.2 billion (Rs 1,180 crores) in 2012 and is expected to grow years. Enterprises, both large and small, are adopting data center services to manage large quantities of data; cloud and virtualizationtechnologies and the availability of platform services is also driving growth as it is enabling firms to reduce their capital assets-a compelling costadvantage.

over 8 per cent over the next 3-4

Data centers are also a key part of the Indian Government’s IT infrastructure plan (NeGP); the government is these are already operational) to ensure seamless delivery of services to citizens. [1]

setting up state data centers (17 of

Growth in demand for data centers in India is being driven by five broad factors that will support APW President’s business.

Growing business needs:

With local firms aiming to go global, the need to foAdditionally, in the face of the rising energy and real estate costs, firms are focusing on lowering carbon footprint and cost reduction, and aimingto shift a large portion of capex to opex.

cus on one’s core businesses and remain competitive is becoming increasingly important.

Connectivity:Increasing internet penetration, improved communication infrastructure enabling delivery of 3G devices and smartphones and the popularity of social media - these trends are driving more global eCommerce business.

and 4G services, the rapid adoption of mobile

Technology:Customers are increasingly adopting virtualisation and cloud technologies to reduce costs and in demand for data center services Infrastructure Utility Services (IUS), cloud computing, Infrastructure-as-a-Service (IaaS), Software -as-a-Service (SaaS) and Platform-as-a-Service (PaaS).

optimise infrastructure. This has led to an increase

According to DataQuest [DQ] Infrastructurecenter DIY infrastructure growth. On the demand side, need for high-speed connectivity, increasing investments in IT infrastructure by SMBsegment and increasing enterprise data center expenditure are drivers that are expected to contribute to a growing cloud IaaS market.

-as-a-Service (IaaS) is likely to grow as a cloud service segment, which will reduce the traditional data

MANAGEMENT DISCUSSION AND ANALYSIS

From the supply perspective, a maturing traditional IT market and an extremely competitive third-drivers of cloud IaaS services.

party data center market are likely to be primary

Customers:

National and state leveraging data center services (hosting services) to access technology solutions at low cost. Among verticals, demand from med ia andentertainment is increasing due to increase in video content, social media usage; BFSI and telecom verticals are being driven by greater datastorage/data analysis demands.

governments are setting up their own data centers to store citizen data and provide better services to their citizens. SMBs are

Geographies:

In India, eGovernment initiatives are driving demand. The ASEAN region is also being looked at as a centre for delivering data center services. [1]

Key Influencing Factors Data center design and effectiveness is being influenced by various factors. Current technological trends like virtualisation are impacting the landscape while emerging trends like data center automation, data center-in-a-box, network convergence andethernet usage are expected to be the game changers for the industry.

consolidation, green computing,

There is a marked trend towards consolidation of -positioned centers in appropriate locations enables savings on real estate and maintenance and management staff (less opex), avoids a multiplicityof architectures (less capex) and fewer operating procedures; also, disaster recovery and business continuity planning become more effective. According to Gartner, this trend of consolidation-a reduction in the number of mid-size data centers while the mega data centers enjoy robust growth-is expected to continue. By 2015, 2 per cent of all data centers will account for 71 per cent of all data center hardware spending. [1]

data centers-to achieve not only cost savings but also consistency of service. A few strategically

Telecom Market

According to government estimates, telecom equipment worth Rs 76,940 crore by 2019-20. This is roughly 8 per cent of the global demand. The Government of India has also set targets for value addition for each of theproducts ‘Made in India’. “All the telecom products, which do not meet the minimum value addition criterion for that year, shall be treated asimported telecom products and dealt accordingly,” the notification stated.

would be required in 2012-13-which will grow to Rs 1,70,091 crore

For example, in the set top box category, manufacturers will get 50 per cent prefereaddition in 2013-14. This will have big impact on technology companies that bid for government contracts. They will not only have to set up afactory in India, but also add value here instead of just assembling products. This would need an ecosystem of component suppliers to also set upunits in India.[2]

ntial market access and they will have to do 35 per cent value

Expansion in Telecom Network Infrastructure

APW President’s range of customized outdoor telecom enclosures will stand to benefit from a projeexpansion of 3G and 4G sites in India. Indian mobile phone companies may start making larger investments in network rollouts that will triggerdemand for telecom gear and equipment towards the end of the next financial year, says a report in the Economic Times, citing five analyststracking the Indian telecom sector.

cted increase in the market space following the

In what could be a positive sign for the dwindling network equipment industry in India, telcos will add more cell they roll out next generation networks and head deeper into rural areas to increase infrastructure. "More than 200,000 3G and 4G sites are expected to be deployed by 2017. A denser network of sites will be required as 3G and 4G networks operate at higher frequencies (lessercoverage). Additionally, there will be requirements for migration to IP in core network and IPv6," said Mohit Rana, partner at AT Kearney. [3]

sites over the next four years as

8 APW PRESIDENT SYSTEMS LTD.ANNUAL REPORT 2012-2013

To promote electronics system design and manufacturing (ESDM) sector, the government has lScheme (M-SIPS), under which it will provide up to Rs 10,000 crore in benefits to the industry during the 12th Five Year Plan period (2012-17).The scheme will provide subsidy for investments in capital expenditure with a limit of 20 per cent for investments in Special Economic Zone and25 per cent in non-SEZs.[4]

aunched the Modified Special Incentive Package

This signifies a positive outlook for APW President’s line of electronic and instrumentation enclosure systems.

Industrial Market and Contract Manufacturing

India needs major infrastructure spend in roads, railways, airports, and power plants which, will be a catalyst for term industrial growth projections remain positive. However, the short term trend is towards modest growth or even negative growth due toreduced FDI, high domestic interest rates and non implementation of reforms. Industrial growth rate in India for the period is projected toimprove marginally from 3.1% in 2012-13 to 4.4% in 2013-14.[5]

industrial activity. Thus, longer

Opportunities and Threats

IT, Datacenter and Telecom Market

The company’s in-provide a strong platform for growth. This opportunity is even stronger now, as the company has a wider and stronger distribution network withthe combined strength of companies under the Schneider Electric umbrella. The company now has potential for wider reach and a wider customerbase especially outside India which provides an opportunity to expand profitably.

depth knowledge of the rack and enclosure domain combined with good domestic customer relationships shall continue to

These opportunities come with their own challenges though. Based on current capabilities around products and might be required to meet some of the needs. While the spend will be required to scale up the capabilities, success in these markets takes a longtime and success is not guaranteed. APW President will keep examining, prioritizing and pursuing these new opportunities for growth.

processes, a significant scale up

A sgoing forward.

lowdown in the IT markets, uncertainties in the Telecom market clubbed with intense competition continue to be major threats to pursue growth

Industrial Market and Contract Manufacturing

The Company faces fierce competition from Indian as well as global players. Sound have enabled the Company to retain its leading edge in the market. However, there has been a consolidation of players in the physical infrastructurespace in last few years and, will continue to have new and evolved competitors. The Company endeavors to enhance its competitive advantagethrough a process of continuous improvements in products and processes, cost reduction, enhancing product utility value and by implementingappropriate coherent business strategies. The Company will try to maintain its leadership position in the Indian enclosure and infrastructuremanagement industry segments going forward.

business strategies, good quality and a customized approach

Business Overview:

Manufacturing Division:

Revenues from manufacturing operations were Rs.1043 M 70% as against 63% in previous year which is still 15% below optimal levels. During the year, operations of the plating plant facility operated fullcapacity due to contract manufacturing tie-ups.

as against Rs.979 M in the previous year. Plants utilization was on average remained at

Technology Products Division:

The domestic sales of Technology Products was Rs.were Rs.2 M as against Rs.4 M during the previous year.

51 M as against Rs.47 M during the previous year, while Commission earned on direct sales

Outlook:

IT and Datacenter Market

Business growth opportunities are expected to rise in the emerging regions of Asia/Pacific (which exclude the New Zealand, Singapore, South Korea, Hong Kong and Taiwan), Latin America, the Middle East and Africa (minus mature Israel), and Central andEastern Europe. Spending on information technology (IT) in Asia Pacific is forecast to reach $743 billion in 2013, an increase of 7.9 percent over2012, according to Gartner, Inc.

mature markets of Japan, Australia,

“A global IT market, allowing organizationsin this region to accelerate competitiveness. Organizations in Asia Pacific will be able to innovate and compete using what we call the nexus offorces, or the intersection of Cloud, Mobile, Social and Information. New business models will emerge in this region.” According to Gartner seniorvice president and global head of research, Peter Sondergaard.[6]

s global markets improve in 2013 and resume growth, Asia Pacific remains one of the bright spots of the

APW PreHowever, these opportunities come with their own challenges. Based on current capabilities around products and processes, a significant scale upmight be required to meet some of the needs to compete successfully in these markets. Additionally, spend will be required in order to scale upcapabilities. Success in these markets take a long time and comes with its own uncertainty. The Company will keep examining and pursuing thesenew opportunities for growth.

sident is in a position to target these international opportunities in a better way and leverage Schneider Electric presence in these countries.

Telecom Market

The telecom infrastructure industry is expanding and showing signs of aggressive growth as the 3G and 4G networks are getting into place. A

considerable amount of network equipment demand will be created by the governments rural expansion plans to connect 250,000 panchayats

with estimated fiber requirement of 500,000 route km.

Capex as a percentage of revenues will rise towards the end of 2013 and early 2014 as telcos move to 1800 MHz band as refarming or

redistribution of airwaves from the 900 Mhz band, begins. Ernst & Young's Prashant Singhal adds that the significant rise will be seen 2014

onwards when data usage increases manifold and 4G operators like RIL's Infotel invest in countrywide networks.

Cellular Operators Association of India, a body representing GSM operators like Bharti Airtel, Vodafone India and Idea Cellular, said that refarmingof spectrum in 900 Mhz band will require replacement of 286,590 base stations and additional installation of 171,954 to provide equivalentcoverage on 1800MHz.

There are opportunities for APW President to do Contract manufacturing for some of the products which are marketed under other group companies of Schneider Electric. These opportunities will also need competency build up at APW President and thus investments.

“Such replacement of base stations and deployment of additional sites will result in an incremental capex of Rs 54,739 crore, and incremental annual opex of Rs 11,762 crore," it said a couple of months ago.

9APW PRESIDENT SYSTEMS LTD.ANNUAL REPORT 2012-2013

India's mobile phone companies are weighed down by debt after spending about Rs 67,710 crore to acquire 3G airwaves. Uncertainty on the policy front added to the turmoil thwarting additional investments in network rollouts. [3]

Industrial Market and Contract Manufacturing

There are opportunities for APW President to do Contract manufacturing for some of the products which are marketed under other group companies of Schneider Electric. These opportunities will also require a competency build up at APW President and thus investments to be cost competitive and meet required quality standards.

Quality Management Systems

The Company's customized Quality Management System is stable and effective. It covers all the aspects of manufacturing cycle incoming, in process, final quality assurance checks prior to dispatch, covering the calibration requirements of all equipments as well as monitoring the customer complaints, transportation instances through corrective and preventive action. The QMS provides the traceability for any requirements such as servicing, Field failure and customer complaints. During this year new techniques have been introduced for achieving, maintaining and monitoring the quality standards. In addition to these the implementation of Theory of constrains based production management system has enabled the company to reach a delivery performance excellence on committed due date performance leading to reliability. The manufacturing lines are designed for highly flexible manufacturing that can accommodate a vast mix of products.

As a further measure towards environmental consciousness the organization has embarked on an extensive environmental awareness buildingprogram. The division is certified for ISO: 14001: 2004 and all the processes are ROHS compliant and many green initiatives have been implemented.

While the quality systems of APW President have served the company well for its traditional domestic businesses, the expectations of customers for some export markets are different and thus alignment and upgrade of the quality systems could be required in future.

Design Development / Products

During the year Company has acquired and absorbed technology and started manufacturing Xantex and SF products for customers on regular basis with a consistent quality which is appreciated by the customers. Path breaking products like Vortex and Purge Panels were developed for a very reputed cutomer for the first time in India. Company has also developed with collaborative efforts of group companies, NSV – Net Shelter Value Line for IT industry and Episode for industrial and general applications which are well received by the customers.

The plating capabilities were further enhanced by introduction of Zinc Nickel platting for Auto Giant. This technology has been introduced for the first

time in India and the results are comparable with the best in the world which has been highly appreciate by the customer .The results have led to further

increase in demand and now the customer has signed up for expansion and enhancement of Production to meet the vast demand.

Competition from existing and new players can affect the profitability of the company. The Company faces normal market competition from Indian as well as international

companies, yet through constant improvements and innovations in terms of production, President will face competition effectively and maintain its leadership position.

Risks and concerns:

Supply Profile: The on going fluctuation in the prices for Steel and other key materials is an area of constant concern to the Company.

Mitigants: The Company continues to develop and maintain a wide supplier network. It also makes continuous efforts to develop alternative sources for

major components and strives to develop substitutes wherever possible for reducing the material cost content of the product. Besides, the company

does alter the pricing for its standard products from time to time whenever the input costs have varied by more than 5% or so.

Internal Control System and their Adequacy

The Company has a proper and adequate system of internal controls commensurate with its nature and size of its business to ensure that its assets are

safeguard and protected against loss from unauthorized use or disposition, and that the transactions are authorized, recorded and reported correctly.

During the year the company took action to address several issues that were raised consequent to the independent IT Audit of its systems and security

measure that had been conducted earlier. Various other measures are being implemented to further improve the quality and effectiveness of the

company's internal checks and controls.

The internal controls system as established in the organization is supplemented by an extensive scheme of quarterly internal audits,management

reviews, established policies, guidelines & procedures.

The system are designed to generate accurate financial statements and other date and for maintaining accountability of assets.

The organization has also started following Key Internal Controls (KICs) as recommended by Group company covering all functions.

Some of the recently introduced Internal Controls are new Vendor and customer creation through Finance.

All capex purchases are supported by minimum of 3 competitive quotations.

The Group Company is also extending its Internal Control department's involvement to Organization.

Discussion on Financial Performance with respect to Operational Performance

The Net Revenues (net of duties and taxes) during the year were INR.1109 M as against INR 1008 M in the previous year. Net Sales Turnoverincreased by only 10% over the previous year. Revenues were negatively impacted by a slowdown in IT markets and an investment freeze in the telecom market and a loss of traditional revenue fromAvocent products.

Revenues were positively impacted by business undertaken with Schneider Electric group companies accounting for about 15% of Net Revenue. Plants at Pune and Bangalore remained under utilized operating at about 70% of capacity. During the year, there were decrease in Employee Costsof 4.8 M INR over previous year due to reduction in Manpower on payroll.

Provision for Doubtful Debts and advances was made amounting to Rs. 36 lacs as against Rs. 188 lacs in previous year. Casual Labour increased toRs. 316 lacs as against Rs. 220 lacs in previuos year. Power costs increased to Rs. 337 lacs as against Rs. 295 lacs in previous year due to increasein power rate & higher diesel price. Legal and professional and Advertising and sales promotion expenses were increaed to Rs. 173 and Rs. 145 lacsas 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 andRs. 26 lac in current year. Increase in improved plant utilisation resulting in positive EBIDTA of Rs. 219 lacs as against negative EBIDTA ofRs. 164 lacs in the previous year.

Additionally, the Company has a receivable amount of Rs. 79.87 Mn on account of VAT from the authorities (KVAT). Company has sought assistance

from resources with in the Group, to expedite the completion of the pending assessments and the refunds process which management believe that

upto 2011-12 will be completed by Q3, FY 2013-14 and ease the need for outside financing moving forward.

The increase in revnue and expenses as above coupled with better plant utilization has, resulted in a positive EBITDA of Rs. 22 M as against anegative EBIDTA of Rs. 16 M in the previous year.

10 APW PRESIDENT SYSTEMS LTD.ANNUAL REPORT 2012-2013

There was an increase in inventory of 27M INR during the year due to new contract manufacturing business being pursued with group companies.

After adjusting for Deferred Tax liability, the Company has incurred a Loss for the year of Rs.33 M as against a loss of Rs. 57.8 M in the previous year.

Material development in Human Resource / Industrial Relations Front

At the factory locations, several activities were undertaken by the Personnel Department on industrial safety and production related aspects. The

industrial relations at both units during the year under review were cordial.There have been some changes in the senior management team during

the year and the Company has initiated a program to ensure retention of critical employees.

st stThe Company had 348 employees on its roll as on 31 March 2013 asagainst 381 as on 31 March 2012 at its production facilities and offices acrossthe country.

Cautionary Statement

The Management Discussion and Analysis Statements made above are on the basis of available data as well as certain assumptions as to Government

policies, economic and political developments. The Company cannot guarantee the accuracy of the assumptions and expectation of future events. The

Company's actual results, performance or achievements could thus differ materially from projected performance in future.

For and on Behalf of the Board

Shravan Sharma

ChairmanBangalore, May 27, 2013

[1] NASSCOM - Datacentre Landscape in India 2012

http://survey.nasscom.in/sites/default/files/researchreports/softcopy/Data%20Centre%20Landscape%20in%20India%202012.pdf

[DQ] DQ India - India cloud market to grow 32.4%

http://www.dqindia.com/dataquest/news/22866/india-cloud-market-grow-324

[2] Hindu Business Line - Industry & Economy / Info-tech - Govt notifies policy to encourage 'Made in India' telecom products

http://www.thehindubusinessline.com/industry-and-economy/info-tech/article3978517.ece

[3] Economic Times - Network rollouts to push demand for telecom gear

http://articles.economictimes.indiatimes.com/2012-12-17/news/35868828_1_network-equipment-4g-ril-s-infotel

[4] Communications Today – Many companies likely to set up electronic manufacturing units in 2013

http://communicationstoday.co.in/index.php?option=com_content&task=view&id=5962&Itemid=147

[5] FY14 Outlook: Indian State Governments

http://www.stockmusings.com/fy14-outlook-indian-state-governments/

[6] Asia Pacific IT Spending to Reach US$743 billion in 2013, Says Gartner

http://www.gartner.com/newsroom/id/2235515

[7] Telecom equipment industry revenue falls marginally in 2011-12 Source: BUSINESS LINE (29-JUN-12)

http://www.myiris.com/newsCentre/storyShow.php?fileR=20120629141326200&secID=secSpecific

REFERENCES

11APW PRESIDENT SYSTEMS LTD.ANNUAL REPORT 2012-2013

The MembersAPW PRESIDENT SYSTEMS LIMITED

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

FINANCIAL RESULTS

DIRECTORS REPORT

Rs. in Lacs

31.03.2013 31.03.2012 11,599.38

11,093.67

219.87

237.93

(4.37)

414.06

(427.75)

10,593.45

10074.22

(164.58)

224.89

(5.69)

489.73

(873.51)

(94.80) (295.59)

(332.95) (577.93)

2528.52 3106.45

2195.57 2528.52

-

-

Gross Revenue

Net Revenue

Earning before interest and Depreciation (EBIDT)

Less: Interest

Interest Income

Depreciation

Profit / (Loss) before Tax

Less: Provision for Tax

Less : Deferred Tax Liability

Profit After Tax

Add : Balance brought forward

Profit available for distribution

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 only10.1 % over previous year. Plants utilisation at Pune and Bangalore improved to 70% as against 63% in previous year but still remained underutilized. There was decrease in Employee Cost by Rs. 48 lacs. Provision for Doubtful Debts and advances was made amounting to Rs.35.9 lacsas 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 increasedto Rs. 337 lacs as against Rs.295 lacs in previuos year. Legal and professional and Advertising and sales promotion expenses were increaed toRs.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 Assetsamounted 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

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 previousyear. Also revenue from services like Commissioning and installation increased to Rs. 189 lacs from Rs. 20 lacs.

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

Technology Services

The domestic sales of Technology Products wsales were Rs. 22 lacs as against Rs. 41 lacs during the previous year

as Rs. 513 lacs as against Rs. 470 lacs during the previous year, while Commission earned on direct

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

New Products development

In another development the racks were developed out of Stainless steel with EMC/EMI compatibility & a CKD (Completely Knock Down) cabinetmeant for Marine application. This rack met exacting specifications of the Penta 5 with shock mounts on the base & sides to handle the rollingover on high seas. The design approach for this important new product has been customer centric and every effort has been made to ensure thatthe 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 our range of products.

racks which were hitherto not in

Directors

Mr. Nikhil Pathak, Mr. Philippe Arsonneau of Mr. Shrinivas Chebbi, Mr. Ajay Shanker and Ms. Rita Marie Harevy respectively in March 2013 upon reshuffling of Management by schneider Group.

and Ms. Rajani Kesari were appointed to fill up the causal vacancies caused by the resignation

EBIDTA of Rs. 164 lacs in the previous year

Mr. Ganesh Vaidyanathan would retire at the ensuing AGM. Ms. Rajani Kesari who was appointed to fill up casual vacancy caused by theresignation from Ms. Rita Marie Harvey who would have retired on ensuing AGM, would also retire at ensuing AGM. Both Mr. Ganesh Vaidyanathan 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.

-

-

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 premisesat Attibele, Bangalore.

st

12APW PRESIDENT SYSTEMS LTD.ANNUAL REPORT 2012-2013

Delisting

Schneider Electric South East Asia minimum of 15% equity shares in order to delist Compnay. Since the number of shares tendered in the offer, were lower than the minimumshares required for delisting, the offer stood cancelled.

(HQ) Pte Ltd., the promoter holding 75% equity of the Company, made public offer to acquire further

Auditors

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

S. R. Batliboi &

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 coCompanies (particulars of employees) Rules 1975 as amended, the names and other particulars of employees are set out in the Annexure tothe Director’ Report. However, as per the provision of section 219(1)(b)(iv) of the said act, the Annual Report and Accounts are being sentto all members of the Company excluding aforesaid information. Any member interested in obtaining such particulars may write to theCompany Secretary at the Registered Office of the Company.

rdial. Information as per section 217(2A) of the Companies Act,1956 read with the

Technical Knowhow

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

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

Directors’ Responsibility Statement

a) along with proper explanation relating to material departures;

That in the preparation of the annual accounts, the applicable accounting standards have been followed

b) 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;

That

c) 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;

That

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

Conservation of Energy etc.

Information as per the Companies (Disclosure of technology absorption, foreign exchange earnings and outgo are given in Annexure ‘A’ forming part of this report.

particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy,

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

in good corporate governance

Corporate Governance

FOR AND ON BEHALF OF

Shravan Sharma

Chairman

Bangalore, August 21, 2013

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

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 March31, 2013. He was reappointed as Manager with effect from April 1, 2013. Upon changes in the top level of Management in Schneider Electricgroup companies, Mr. Pankaj Sharma, who was elevated as Business Vice President, East Asia, has given his resignation. Mr. SwaminathanVenkatraman, appointed as Director to fill casual vacancy caused by resignation of Mr. Pankaj Sharma, is also being appointed as Managing Directorof the Company considering his vast experience and his achievement at his earlier stint in APW. In view of this Mr. Dharani Babu has stepped downfrom his legal post of Manger of the Company, however, he will continue to lead the company's operations at its Fatories in India.

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 renownedbrand so that maximum mileage can be drawn out of name for expansion of its business. Mangement considering this view has proposed thechange 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 itsBangalore. The necessary procedures for shifting is under place and may be completed by beginning of next year.

13APW PRESIDENT SYSTEMS LTD.ANNUAL REPORT 2012-2013

Conservation of EnergyA.

Annexure A

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

1. owever, all measures are being taken for optimizing energy usage. The Company’s Production activity is not energy intensive. H

3. nature.

Total energy consumption is 2,794,601 Kwh. Consumption per unit data can not be provided as the products are not of a standardized

B. Technology Absorption

Report made in Technology Absorption

Research & DevelopmentI

Specific areas in which R &D carried by the Company

4.

3.

2.

1.

Benefits derived as a result of the above R & D

Future plan of action

This is an on going process in the Company.

Improving quality and product reliability keeping to theinternational market demands.

Development of new products to improve producproducts application for other fields.

t range and

Development work on products Profit & Loss Account under respective heads therein.

is continuous and is debited toExpenditure on R & Da) Capital andb) Recurring

Specific areas in which R & D Carried by the Company

II. Adaption & InnovationTechnology, Absorption,

1.

2.

Efforts made towards & innovation

technology absorption, adoption,

Benefits derived due to above

The Company has in-products development and improvements in processes arecarried out.

house R & D facilities, in which new

All pdeveloped and tested before introducing these products intothe manufacturing range. The process of manufacturingestablished is based on the product features.

roducts are designed in-house.Prototypes are then

Foreign Exchange Earnings & Outgo C.

a)

ii) Initiative taken to increase exports

iii) or products and services

Development of new exports market f

iv) Exports Plans

The Company expects to increase its exports during the year. Company has entered into an arrangementwith one of the Group Company of Schneider Electric forexploring export in that territory.

substantially

Sr. No. Particulars

Foreign Exchange earned

c) Reimbursement of Expenses

a) Export (FOB)

b) Commission

d) Other Income

ii) Foreign Exchange outgo :a) Import of Capital Goods

b) Import of Raw Materials & Components

c) Import of Traded Goods

d) Dividend

e) Professional Fees

f) Travelling and Conveyance

g) Selling & Marketing

h) Repairs & Maintenance and Spares

31.03.2013Rupees

31.03.2012Rupees

31.03.2011Rupees

230,455,405

2,183,862

1,408,616

17,733,251

17,147,507

92,006,567

6,488,887

-

-

2,113,892

1,278,982

421,404

297,301

4,671,810

63,925,946

22,929,104

3,528,000

503,689

1,399,797

736,209

917,077

3,184,792

128,516,135

4,082,671

-

84,335,472

12,625,738

274,872

6,136,377

35,920,914

38,906,296

1,326,720

355,981

1,508,774

1,048,906

1,143,209

728,420

14APW PRESIDENT SYSTEMS LTD.ANNUAL REPORT 2012-2013

Number ofshares heldas on 31March 2013

st

Compliance Report on Corporate Governance for the year 2012-2013

Name of Director Category ofDirectorship

BoardMeetingheld duringtenure ofDirector

No.of Boardmeetingsattended

Mr. Shravan SharmaMr. Ganesh Vaidyanathan4Mr. Shrinivas ChebbiMr. Pankaj Sharma2

4Mr. Ajay Shanker3

4Ms. Rita Marie Harvey

Mr. Charles Watanabe1

Attendance atthe AGM

No. of Committeeposition held inother Indiancompanies

Directorshipothe