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APW PRESIDENT SYSTEMS L APW PRESIDENT SYSTEMS L APW PRESIDENT SYSTEMS L APW PRESIDENT SYSTEMS L APW PRESIDENT SYSTEMS LTD TD TD TD TD. ANNUAL REPORT 2011-2012 1 28 TH ANNUAL GENERAL MEETING DATE: MONDAY, SEPTEMBER 3 RD , 2012 TIME: 9.30 A.M. VENUE: Tribune I, 6th Floor, Hotel Tunga International, Central Road, MIDC, Andheri (E), Mumbai - 400 093 . CONTENTS INFORMATION TO SHAREHOLDERS 1 FINANCIAL STATISTICS 3 NOTICE TO SHAREHOLDERS 4-9 MANAGEMENT DISCUSSION AND ANALYSIS 10-12 DIRECTOR’S REPORT 13- 15 COMPLIANCE REPORT ON CORPORATE GOVERNANCE 16-21 AUDITOR’S REPORT 22-23 ACCOUNTS 24-26 NOTES 27-47 INFORMATION TO SHAREHOLDERS Board Of Directors Shravan Sharma, Chairman Shrinivas Chebbi Charles Watanabe Pankaj Sharma Ganesh Vaidhyanathan Ms. Rita Marie Harvey Manager Dharani Babu Company Secretary K. K. Bhavsar Registered Office R-2, Technopolis Knowledge Park Mahakali Caves Road, Andheri East, Mumbai – 400 093 (Scrip Code 590033) Works PUNE Plot S-73,74, MIDC, Bhosari, Pune 411 026 BANGALORE Plot 5, 5A, 5C/1, 6A KIADB Industrial Area, Attibele, Bangalore 562 107 Pudducherry R.S. No. 17/3, Shed C, Gothi Industrial Complex, Vadhaudavur Road, Kurambapet, Pudducherry 605 009 Main Bankers Syndicate Bank, Industrial Finance Branch, Manipal Centre, 204-205, North Block Bangalore – 560 042. Auditors Messrs. S. R. Batliboi & Co. Chartered Accountants UB City Canberra Block, 12th & 13th Floor, No. 24, Vittal Mallya Road, Bangalore - 560 001. Listing Details Company’s Equity Shares are listed at: Pune Stock Exchange Ltd (Scrip Code 160225) Bangalore Stock Exchange (Scrip Code VEROPNDSYS) At Bombay Stock Exchange, Company’s Shares are permitted to be traded with effect from Jan 7, 2005 Registrar & Transfer Agent Universal Capital Securities Pvt. Ltd. 21, Shakil Nivas, Mahakali Caves Road, Andheri (E), Mumbai 400 093 Tel.: (022) 2836 6620, 2826 2920 ISIN No. INE 155 D 01018

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  • APW PRESIDENT SYSTEMS LAPW PRESIDENT SYSTEMS LAPW PRESIDENT SYSTEMS LAPW PRESIDENT SYSTEMS LAPW PRESIDENT SYSTEMS LTDTDTDTDTD.....ANNUAL REPORT 2011-2012 1

    28TH ANNUAL GENERAL MEETINGDATE: MONDAY, SEPTEMBER 3RD, 2012

    TIME: 9.30 A.M.VENUE: Tribune I, 6th Floor, Hotel Tunga International,Central Road, MIDC, Andheri (E), Mumbai - 400 093 .

    CONTENTSINFORMATION TO SHAREHOLDERS 1FINANCIAL STATISTICS 3NOTICE TO SHAREHOLDERS 4-9MANAGEMENT DISCUSSION AND ANALYSIS 10-12DIRECTOR’S REPORT 13- 15COMPLIANCE REPORT ON CORPORATE GOVERNANCE 16-21AUDITOR’S REPORT 22-23ACCOUNTS 24-26NOTES 27-47

    INFORMATION TO SHAREHOLDERS

    Board Of DirectorsShravan Sharma, ChairmanShrinivas ChebbiCharles WatanabePankaj SharmaGanesh VaidhyanathanMs. Rita Marie Harvey

    ManagerDharani Babu

    Company SecretaryK. K. Bhavsar

    Registered OfficeR-2, Technopolis Knowledge ParkMahakali Caves Road, Andheri East, Mumbai – 400 093(Scrip Code 590033)

    WorksPUNEPlot S-73,74, MIDC,Bhosari, Pune 411 026

    BANGALOREPlot 5, 5A, 5C/1, 6A KIADB Industrial Area,Attibele, Bangalore 562 107

    PudducherryR.S. No. 17/3, Shed C, Gothi Industrial Complex,Vadhaudavur Road, Kurambapet, Pudducherry 605 009

    Main BankersSyndicate Bank, Industrial Finance Branch,Manipal Centre, 204-205, North BlockBangalore – 560 042.

    AuditorsMessrs. S. R. Batliboi & Co.

    Chartered AccountantsUB City Canberra Block, 12th & 13th Floor,No. 24, Vittal Mallya Road, Bangalore - 560 001.

    Listing DetailsCompany’s Equity Shares are listed at:Pune Stock Exchange Ltd (Scrip Code 160225)Bangalore Stock Exchange (Scrip Code VEROPNDSYS)At Bombay Stock Exchange, Company’s Shares arepermitted to be traded with effect from Jan 7, 2005

    Registrar & Transfer AgentUniversal Capital Securities Pvt. Ltd.21, Shakil Nivas, Mahakali Caves Road,Andheri (E), Mumbai 400 093Tel.: (022) 2836 6620, 2826 2920

    ISIN No.INE 155 D 01018

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    FINANCIAL STATISTICS

    Particulars 31.03.2012 31.03.2011 31.03.2010 31.03.2009 31.03.2008

    Stand Alone Stand Alone Stand AloneSales 9,840.84 9,650.81 13,719.86 13,604.49 12,903.88Commission Income 40.82 126.25 43.30 127.20 180.74Other Operating Income 152.88 202.59 36.94 11.19 5.38Other Income 45.37 45.66 189.66 192.12 101.84Total Income 10,079.91 10,025.31 13,989.76 13,935.00 13,191.84EBITDA (158.89) 430.04 1,387.28 1,854.44 1,876.11Financial Expenses 224.89 188.88 190.27 127.00 123.48Depreciation 489.73 397.22 364.14 374.13 274.20(Loss)/Profit before Taxation (873.51) (156.06) 832.87 1,353.31 1,478.43(Loss)/Profit after Taxation (577.92) (114.48) 539.52 921.23 913.04Dividend Payout –– –– 120.96 181.44 181.44Corporate Tax on Dividend –– –– 20.09 30.84 30.84Retained earnings (577.92) (114.48) 398.47 708.95 700.76Dividend (%) –– –– 20.00 30.00 30.00Earning per Share (9.56) (1.89) 8.92 15.23 15.10

    Particulars 31.03.2012 31.03.2011 31.03.2010 31.03.2009 31.03.2008

    Equity and Liabilities Stand Alone Stand Alone Stand AloneShare Capital 604.80 604.80 604.80 604.80 604.80Reserves & Surplus 3,787.14 4,365.06 4,479.55 4,081.08 3,372.13Total Shareholder’s Funds 4,391.94 4,969.86 5,084.35 4,685.88 3,976.93Non Current LiabilitiesLong-term borrowings 1,049.21 711.27 887.59 534.84 278.13Other long-term liabilities 88.09 112.03 –– 44.40 133.20Deferred tax liability (net) 94.80 390.38 397.99 356.65 363.49Long-term provisions 131.38 118.43 110.83 76.60 58.28

    1,363.48 1,332.11 1,396.41 1,012.49 833.10Current LiabilitiesShort-term borrowings 679.82 756.71 317.64 14.25 387.02Trade Payables 1,821.68 1,931.56 1,795.28 1,947.13 2,017.55Other current liabilities 641.57 737.93 349.03 330.05 293.29Short-term provisions 159.91 102.83 219.45 297.95 292.25Total 3,302.98 3,529.03 2,681.40 2,589.38 2,990.11

    9,058.40 9,831.00 9,162.16 8,287.75 7,800.14Non Current AssetsFixed assetsTangible assets 4,160.08 4,395.22 4,304.41 3,974.86 3,293.60Intangible assets 77.26 106.58 62.06 50.55 56.69Capital work-in-progress 13.52 25.47 251.74 108.48 57.03Non-current investments –– 0.18 0.18 17.55 17.55Long-term loans and advances 107.65 149.55 143.91 190.15 129.64

    4,358.51 4,677.00 4,762.30 4,341.59 3,554.51Current assetsInventories 1,045.96 820.67 911.10 1,062.47 946.21Trade receivables 2,312.23 3,345.76 2,664.30 2,172.12 2,820.87Cash and bank balances 318.38 124.51 149.72 376.93 206.61Short-term loans and advances 1,023.06 844.14 657.70 329.80 266.38Other current assets 0.26 18.92 17.04 4.84 5.56

    4,699.89 5,154.00 4,399.86 3,946.16 4,245.63Total 9,058.40 9,831.00 9,162.16 8,287.75 7,800.14

    Statement of Accounting Ratios of the Company

    Particulars 31.03.2012 31.03.2011 31.03.2010 31.03.2009 31.03.2008

    EBIDTA Rs. (158.89) 430.04 1,387.28 1,854.44 1,876.12EBIDTA % to Net Sales (1.61) 4.46 10.11 13.63 14.54Return on Net Worth (%) (13.16) (2.30) 10.63 19.66 22.96Cash Earning per share 1.45 4.67 14.94 21.30 21.22Net Asset Value per share 72.62 82.17 83.88 77.48 65.76

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    NOTICE TO THE SHAREHOLDERSNOTICE is hereby given that the Twenty-eighth Annual General Meeting of the Members of APW PRESIDENT SYSTEMS LTD. will be held on Monday, the3rd September 2012, at 9.30 am. atTribune I, 6th Floor, Hotel Tunga International, Central Road, MIDC, Andheri (East), Mumbai 400 093 to transactthe following business:-

    1. To receive, consider and adopt the Balance Sheet as at 31st March, 2012 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 M/s. S. R. Batliboi & Associate as Auditors to hold office from the conclusion of this meeting until the conclusion of the next AnnualGeneral Meeting of the Company on such remuneration as may be mutually agreed upon between the Board of Directors and Auditors, plus outof pocket expenses.

    SPECIAL BUSINESS3. To consider, and if thought fit, to pass with or without modification the following Resolution as an Ordinary Resolution:

    “RESOLVED THAT Mr. Charles Watanabe who was appointed a director of the Company to fill in the casual vacancy caused by the resignation ofMr. Marc Rutty and who vacates office at this meeting under section 262 of the Companies Act, 1956 but who is eligible for re-appointment andin respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of director be and ishereby appointed as a Director of the Company.”

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

    “RESOLVED THAT Mr. Shravan Sharma who was appointed a director of the Company to fill in the casual vacancy caused by the resignation ofMr. Lakshman Bhatia and who vacates office at this meeting under section 262 of the Companies Act, 1956 but who is eligible for re-appointmentand in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of director be andis hereby appointed as a Director of the Company.”

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

    “RESOLVED THAT Mr. Pankaj Sharma, who was appointed as an Additional Director of the Company by Board of Directors under section 260 ofthe Companies Act, 1956 and who holds office upto the date of this Annual General Meeting and in respect of whom the Company has receiveda notice in writing proposing his candidature for the office of Director under section 257 of the Companies Act, 1956, be and is hereby appointedas 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 Special Resolution:

    “RESOLVED THAT in accordance with the provisions of sections 198, 269, 309, 310 & 311, and other applicable provisions, if any, of theCompanies Act, 1956, the consent and approval of the Company be and is hereby accorded to the appointment of Mr. Dharani Babu as theManager of the Company with effect from April 1, 2012, for a period of one year as per the terms and conditions including remuneration ascontained 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. 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 appointmentand / 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 termsof the aforesaid agreement shall be suitably modified to give effect to such alteration and/or variation.”“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.”

    Order of the Board

    Sd/-K. K. Bhavsar

    Company SecretaryBangalore, May 17, 2012

    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 Officeof the Company at least 48 hours before the commencement of the meeting.

    2. Coporate members who are intending to send their authorised representatives to attend the meeting are requested to send to the company acertified 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 physicalform are requested to write their Folio Number in the attendance slip for attending the meeting and for easy identification of attendance at themeeting.

    4. The Register of Members and the Share Transfer Books of the Company will remain closed from Tuesday, 28th August, 2012 to Monday, 3rdSeptember, 2012 (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 forthe financial year 2003-04 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 2004-05 as the amount is due for the transfer to IEPF in October 2012.

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

  • APW PRESIDENT SYSTEMS LAPW PRESIDENT SYSTEMS LAPW PRESIDENT SYSTEMS LAPW PRESIDENT SYSTEMS LAPW PRESIDENT SYSTEMS LTDTDTDTDTD.....ANNUAL REPORT 2011-2012 5

    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) Furnish bank details to the RTA/Depository Participant to prevent fraudulent encashment of Dividend Warrants.vi) 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. Charles Watanabe wasappointed as Director to fill up casual vacancy in place of Mr. Marc Rutty with effect from May 19, 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. Marc Rutty would have hold theoffice. The Company has received a notice under section 257 of the Companies act, 1956, from a shareholder proposing the name of Mr. CharlesWatanabe as Director of the Company. A brief resume of Mr. Charles Watanabe as required in terms of clause 49 of the Listing Agreement is enclosedwith the notice. The Board recommends that he may be appointed as Director liable to retire by rotation.

    Except Mr. Charles Watanabe, 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, Mr. Shravan Sharma wasappointed as Director to fill up casual vacancy in place of Mr. Lakshman Bhatia with effect from July 14, 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. Lakshman Bhatia would have holdthe office. The Company has received a notice under section 257 of the Companies act, 1956, from a shareholder proposing the name of Mr. ShravanSharma as Director of the Company. A brief resume of Mr. Shravan Sharma as required in terms of clause 49 of the Listing Agreement is enclosed withthe notice. The Board recommends that he may be appointed as Director liable to retire by rotation.

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

    Item No. 5.Pursuant to Article 136 of Articles of Association of the Company and in terms of Section 260 of the Companies Act, 1956, Mr. Pankaj Sharma wasappointed as an Additional Director with effect from April 2, 201212 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. Pankaj Sharma asDirector of the Company. A brief resume of Mr. Pankaj Sharma 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. Pankaj Sharma, no other director of the Company is in any way concerned or interested in the proposed resolution.

    Item No. 6.Mr. Dharani Babu is Engineer Professional with over 22 years of work experience across various functional areas of Manufacturing operations andprojects gained at BPL group of companies.

    He holds a Mechanical Engineering Degree from Calicut University, as well as a Post graduation specialised in Production Engineering from PSG TECH,Coimbatore. He also holds a Post Graduate Diploma in Management in Finance from TAPMI, Bangalore.

    He joined Company in May 2006 as Assistant Vice President, Works. He was elevated to the post of Vice President, Works in 2009. Company hasentered into an agreement with him to appoint him as Manager of the Company for a period of one year with effect from April 1, 2012 and the materialterm and conditions as contained in the agreement are as under.

    REMUNERATIONBasic Salary Rs. 1,373,194 p.a.House Rent Allowance Rs. 686,597 p.a.Other Allowances Rs. 1,373,194 p.a.Performance Incentive Rs. 686,597 p.a.Total Rs. 4,119,582 p.a.

    PerquisitesContribution 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. 5200/- 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 all daysexcept (Sundays and holidays)

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

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

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

    Name of Director Charles Watanabe Mr. Shravan Sharma Mr. Pankaj Sharma

    Date of Birth 21.07.1964 13.07.1957 19.02.1973

    Date of Appointment 19.05.2011 14.07.2011 02.04.2012

    Qualification BA, CPA FCA BE, MBA

    Expertise in specific 23 years in Global Expert in Income Tax, Audits, Banking, Sales, Marketing and Operationfunctional area Finance and Operations Public Trust, Stock Exchange, Finance Management

    Management. and related knowledge

    List of Companies in 1 American Power Conversion 1 Modison Metals Limited 1 American Power Conversion (India)which Directorship is (India) Pvt. Ltd. Pvt. Ltd.held other than APW 2 APC Australia Pty Ltd.President Systems Limited 3 MGE Logistic South Asia

    Pacific Pte Ltd4 Schneider Electric ITLogistics Asia Pacific Pte Ltd5 Schneide Electric IT MalaysiaSDN BHD6 Schneider Electric ITSingapore Pte Ltd.

    Chairman/Member of the Member of Audit Committee Chairman of Company; Chairman of NoneCommittee(s) of Board of and Remuneration Committee Audit Committee and RemunerationDirectors of the Company Committee, Member of Transfer and

    Shareholder’s Grievance Committee

    Chairman/Member of the Member of Audit Committee None NoneCommittee(s) of other in all above CompaniesCompany in India in whichhe is a Director

    By Order of the Board

    Sd/-K. K. Bhavsar

    Company SecretaryBangalore, May 17, 2012

    [SCHEDULE XIII PART II SECTION II 1(B) (IV)]I. GENERAL INFORMATION1) Nature of Industry

    Evolution of industryThe 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, accordingto a United Nations’ annual economic report - World Economic Situation and Prospects 2012. The Indian economy is expected to grow between7.7 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$58 billion this year, followed by China, and Mexico, as per the latest issue of the World Bank’s Migration and Development Brief.Indian Rupee has come under severe pressure against US$ 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 oneavenue has ripple effects on another. The IT & ITeS industry, as a whole, is the mainstay of Indian technology sector as it has driven growth ofthe economy in terms of employment, revenue generation, standards of living etc and has played a major part in placing the country on theglobal canvas.

    National Association of Software and Services Companies (NASSCOM) president Som Mittal believes that software exports would be in tune withthe 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 estimatesthat the number of Internet users in India will triple by 2015.Rural business process outsourcing (BPO) units account for over US$ 10 million towards India’s IT-BPO revenues. Many big IT-BPO companies inIndia are getting attracted towards hinterlands due to availability of immense untapped talent and lower costs.

  • APW PRESIDENT SYSTEMS LAPW PRESIDENT SYSTEMS LAPW PRESIDENT SYSTEMS LAPW PRESIDENT SYSTEMS LAPW PRESIDENT SYSTEMS LTDTDTDTDTD.....ANNUAL REPORT 2011-2012 7

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

    IT & ITeS - Key Developments and InvestmentsA study by consulting and advisory services firm CyberMedia Research suggests that the PC market in India would have witnessed sales of 11.15million units in the 2011 calendar year which would further accelerate by 14 per cent to 12.71 million units in 2012.

    Between April 2000 and November 2011, the computer software and hardware sector received cumulative foreign direct investment (FDI) ofUS$ 10.93 billion, according to the Department of Industrial Policy and Promotion (DIPP).

    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 largestsegments of 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’stechnology 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 due torapid growth in the electronic Hardware market in all segments particularly rapid growth has taken place in Telecom Infrastructure Equipment,Computers, Consumer & Hand held devices.

    Industry segments in which the Company operatesThe Company is focused on the IT / ITES, Telecom and Contract Manufacturing segments.

    Size of the industryAccording to an ISA - Frost & Sullivan report, India is developing as one of the largest markets for electronic equipment. India’s electronicequipment consumption is expected to reach $363 billion by 2015 growing at a compounded annual growth rate of 29.8 per cent. Theconsumption by 2015 will be 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 billionaccounting 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 also forElectronic Manufacturing Services (EMS) companies.

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

    2) Date or expected date of commencement of commercial productionThe Company has already commenced its business.

    3) In case of new companies, expected date of commencement:Not Applicable

    4) Financial Performance based on given indicators: (Amount In Lakhs)

    Particulars 31.03.12 31.03.11 31.03.10 31.03.09 31.03.08Income :

    Net Sales 9,840.84 9,650.81 13,719.86 13,604.49 12,903.88Commission 40.82 126.26 43.30 127.20 180.74Other Operating Income 152.88 202.59 36.94 11.19 5.38Other Income 45.37 45.66 189.66 192.12 101.84Total Income 10,079.91 10,025.31 13,989.76 13,935.00 13,191.84Profit / (Loss) before Taxation (873.51) (156.07) 832.87 1,353.31 1,478.43Profit / (Loss) After Taxation (577.92) (114.49) 539.52 921.23 913.04Dividend Payout –– –– 120.96 181.44 181.44Corporate Tax on Dividend –– –– 20.09 30.84 30.84Retained earnings –– –– 398.47 708.95 700.76Dividend (%) –– –– 20.00 30.00 30.00

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

    5) Export performance and Net Foreign Exchange Collaborations:

    Export Performance

    2011-12 2010-11 2009-10 2008-09 2007-08F.O.B. value of Export 128,516,135 84,335,472 165,601,341 130,571,630 92,380,925

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    Net Foreign Exchange Earnings

    2011-12 2010-11 2009-10 2008-09 2007-08

    Earnings in Foreign CurrencyF.O.B. value of Export 128,516,135 84,335,472 165,601,341 130,571,630 92,380,925Commission 4,082,671 12,625,738 4,330,426 12,720,414 18,074,122Other Income –– –– 580,684 634,387 ––Total (1) 132,598,806 96,961,210 170,512,451 143,926,431 110,455,047Expenditures in Foreign CurrencyRaw Materials 63,925,946 35,920,914 123,322,169 72,212,457 61,100,919Traded, Goods (net of returns) 22,929,104 38,906,296 37,565,502 35,461,912 36,047,969Capital Goods 4,671,810 6,136,377 4,367,191 44,383,586 39,993,096Commission –– –– 6,207,416 7,684,056 3,812,172Other Expenses 6,741,564 4,785,290 3,648,129 6,240,937 2,647,172Total (2) 98,268,424 85,748,877 175,110,407 165,982,948 143,601,328Total (1-2) 34,330,382 11,212,333 (4,597,956) (22,056,517) (33,146,281)

    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 Companyof 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 thisdomain. Additionally, Opportunities in IT Infrastructure in fast growing Asia Pacific and Middle East will now become increasingly accessible toSchneider Electric.”

    As a global specialist in energy management with operations in more than 100 countries, Schneider Electric offers integrated solutions acrossmultiple market segments, including leadership positions in energy and infrastructure, industrial processes, building automation, and datacentres/networks, as well as a broad presence in residential applications. Focused on making energy safe, reliable, and efficient, the company’s110,000 plus employees achieved sales of 19.6 billion euros in 2010, through an active commitment to help individuals and organizations “Makethe most of their energy.”

    INFORMATION ABOUT THE APPOINTEE

    1) Background details:

    Mr. Dharani Babu has over 21 years of experience across various functional areas of Manufacturing operations and projects gained at BPL groupof companies He joined the company in May 2006. He holds a Mechanical Engineering Degree from Calicut University, as well as a Post graduationspecialised in Production Engineering from PSG TECH, Coimbatore. He also holds a Post Graduate Diploma in Management in Finance from TAPMI,Bangalore.

    He was instrumental in successful setting up of Bengalorre Unit II and of Plating Facility at Attibele Plant. He was promoted as Vice President,Manufacturing Operations in 2009.

    The Board of Directors considering his expertise and leadership qualities, on resignation of Mr. Pramod Agashe, appointed Mr. Dharani Babu asthe Manager of the Company with effect from April 1, 2012.

    2) Past Remuneration (Amount in Rs.)

    Description 2011-12 2010-11 2009-10 2008-09 2007-08

    Salary-Basic 1,229,496 853,068 539,220 516,000 438,000

    HRA 614,700 426,510 269,610 258,000 219,000

    Other Allowances 1,198,293 1,221,053 1,488,980 1,455,733 1,047,807

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

    Perquisites 28,800 28,800 28,800 28,800 28,800

    TOTAL 3,332,972 2,784,731 2,656,610 2,658,533 2,133,607

    3) Recognition or Awards: NIL

    4) Job Profile and his suitability:

    Mr. Dharani Babu is Engineer by Profession with over 22 years of work experience across various functional areas of Manufacturing operationsand projects gained at BPL group of companies.

    He holds a Mechanical Engineering Degree from Calicut University, as well as a Post graduation specialised in Production Engineering from PSGTECH, Coimbatore. He also holds a Post Graduate Diploma in Management from TAPMI, Bangalore.

    After playing various roles in Production and other allied departments, he left BPL Group of Companies in 2006 to join APW President as AssistantVice President – Works.

    He was elevated to the post of Vice President, Works in April 2009. In his capacity as Vice President Works he has strongly contributed to variousfacets of manufacturing success. He is responsible for the production activities carried out in the manufacturing plants located inAttiebele,Bangalore, Pune and Puducherry. As Vice President, he successfully admisters the operations functions at these manufacturingplants.

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    5) Remuneration Proposed

    Basic Salary Rs. 1.373,194 p.a.House Rent Allowance Rs. 686,597 p.a.Other Allowances Rs. 1,373,194 p.a.Performance Incentive Rs. 686,597 p.a.Total Rs. 4,119,582 p.a.

    PerquisitesContribution of Provident Fund 12% on the basicCar For official and personal useTelephone MobileOther amenities As per the Company’s rule – Group Mediclaim and Group Personal Accident Premium Rs. 5200/- 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 industrybenchmarks, the remuneration proposed to be paid is commensurate with the remuneration packages paid to similar senior level appointees inother companies.

    (Rs. in lacs)

    Name of Company Equity Turnover Profit /(Loss) Before Tax Managerial RemunerationZICOM Electronic Security Ltd 1270 11575 -330 54.33Eimco Elecon (India) Ltd. 577 18444 1969 97.95GMM Pfaudler Limited 292 14402 1623 100

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

    II. OTHER INFORMATION1) 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 affectedthe Company’s performance during these years. In FY 2010-11 increase in raw material prices and lower realization coupled with offer ofhigher discounts to attract and retain business impacted the Company performance and Profit Before Tax reduced considerably. In FY2011-12 Telecom Industries which is one of the main customer segment of the Company was adversely affected due to various scams andalso freeze of investment in Telecom Sectors by all major Telecom Industries due to huge investment by them to acquire 3G spectrum underauction and also the uncertainty of Government telecom policy, has adversely impacted the performance of the Company. As a resultplants capacity remained under utilised resulting in loss for the Company.Also Company has aligned its accounting practices in respect of Depreciation rate for Computer Harwares and Vehicles and makingprovision for doubtful debts which resulted increase in charges in the FY 2011-12.

    2) Steps taken or proposed to be taken for improvementWith change in control and Management passing over to Schneider Electric South East Asia (HQ) Pty Ltd. (SESEA) Company expectssynergies 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 utilizationresulting in reduction in the incidence of overheads and thereby improving the profitability.

    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 2011-12. Companyalso expects reduction in the procurement costs of major raw materials. Increase in turnover will result in the better utilization of PlantsCapacity leading to improvement in profitability. Company also implementing cost reduction drives. This will enable the Company to achievebetter performance in the current year as well as year ahead.

    III. DISCLOSURES1) 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 statement2) 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

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

    By Order of the Board

    Sd/-K. K. Bhavsar

    Company SecretaryBangalore, May 17, 2012

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    MANAGEMENT DISCUSSION AND ANALYSIS

    Industry Trends:

    IT and Datacenter MarketThere has always been a strong case for making data centers more efficient. The case has got stronger over the years due to a combination ofOperational Cost focus, higher energy costs and proven technologies which help one achieve higher efficiency.

    The data center business in India will get a further boost and grow larger than the existing Rs 1,000 crores, mostly driven by increasing domesticrequirements from sectors such as IT/ITES, financial institutions, manufacturing and services.

    Gartner analysts said IT spending in the government sector is expected to contract moderately on a global basis in 2012 and 2013, driven by austeritymeasures in the eurozone. While there has been much commentary about the need for government cuts since the sovereign debt crisis emerged inEurope, it is only now that the impact of government budget cutbacks is being felt on IT spending in the region1.

    The Indian data center market is marked by broad trends of expansion, efficiency and consolidation. Enterprises try to consolidate multiple servers andapplication from a distributed environment, mainly due to the space constraints, which is at a premium. Owing to the complexities involved in settingup and running data centers, customers are looking at outsourcing as suitable and cost-effective options. SMBs have felt the need for a hosted datacenter due to factors like rising energy and power costs, operational control and data confidentiality.

    Following some recent global examples of data loss due to disasters in Japan and Australia, enterprises have felt the importance of data backup formaintaining business continuity. In 2011, recovery sites or secondary data centers, besides the new data centers heralded the growth in this space2.

    A Gartner report found that the data center collocation and hosting market in India was estimated to reach $609.1 million in 2012. It announced thatthis market would experience consistent growth through 2016 and was expected to reach $1.3 billion by then. Indian data center capacity is poisedto touch 6.6 million square feet in that year with service providers driving the majority of this growth3. However, growth in this market comes at theexpense of smaller individual user Datacenters, so overall this trend can be seen as being neutral for APW President.

    Telecom MarketThe worldwide telecom equipment market is forecast to show the strongest growth with spending reaching $472 billion in 2012, a 6.9 percent increasefrom 2011. Gartner attributes this growth to the continued health of the mobile devices market as well as a more positive outlook for enterprisenetwork equipment, which is being driven by spending on application acceleration equipment, network security, WLAN and Ethernet switches4.

    In India, the telecom market is undergoing a major phase of uncertainty and is difficult to predict. While on one hand, the number of subscribers arestill growing, intense competition had brought the tariffs down to extremely low levels, by far the lowest in the world. During FY12, many projects werebeing driven around cost savings. Telecom Usage tariffs started moving up slowly in second half of the year and the trend is expected to continue.Some global trends like use of Smart devices can be expected to drive data growth and revenues for Telecom sector going forward. The Supreme Courtruling on the 2G Spectrum allocation has caused major turmoil in the industry and many investments are frozen or being pulled back. Particularly inregards to FDI related investments, it is expected that more clarity will appear only in 2nd half of 2012.

    Industrial Market and Contract ManufacturingIndia needs major infrastructure spend in roads, railways, airports, and power plants which, will be a catalyst for industrial activity. Thus, longer termindustrial growth projections remain positive. However, the short term trend is towards modest growth or even negative growth due to reduced FDI,high domestic interest rates and non implementation of reforms. Industrial growth rates in India for the period 2011-12 was at only 2.8% Vs 8.16%during the 2010-11 period and the slow growth trend is expected to continue in near future.

    Opportunities and ThreatsIT, Datacenter and Telecom MarketThe company’s in depth knowledge of the rack and enclosure domain combined with good domestic customer relationships shall continue to provide astrong platform for growth. This opportunity is even stronger now, as the company has a wider and stronger distribution network with the combinedstrength of companies under the Schneider Electric umbrella. The company now has potential for wider reach and a wider customer base especiallyoutside India which provides an opportunity to expand profitably. These opportunities come with their own challenges though. Based on currentcapabilities around products and processes, a significant scale up might be required to meet some of the needs. While the spend will be required toscale up the capabilities, success in these markets takes a long time and success is not guaranteed. The Company will keep examining, prioritizing andpursuing these new opportunities for growth.

    A slowdown in the IT markets, uncertainties in the Telecom market clubbed with intense competition continue to be major threats to pursue growthgoing forward.

    Industrial Market and Contract ManufacturingAdditionally, there are opportunities for APW President to do Contract manufacturing for some of the products which are marketed under other groupcompanies of Schneider Electric. These opportunities will also need competency build up at APW President and thus investments.

    The Company faces fierce competition from Indian as well as global players. Sound business strategies, good quality and a customized approach haveenabled the Company to retain its leading edge in the market. However, there has been a consolidation of players in the physical infrastructure spacein last few years and, will continue to have new and evolved competitors. The Company endeavors to enhance its competitive advantage through aprocess of continuous improvements in products and processes, cost reduction, enhancing product utility value and by implementing appropriatecoherent business strategies. The Company will try to maintain its leadership position in the Indian enclosure and infrastructure management industrysegments going forward.

    Business Overview:Manufacturing Division:

    Sales from manufacturing operations were Rs. 979 M as against Rs. 973 M in the previous year.

    Plants utilization was on average remained at 63% which is still 22% below optimal levels.

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    During the year, operations of the zinc plating plant which was commissioned in 2009-10, stabilized. Also, nickel zinc plating capabilities were added.This plant is currently running at full capacity due to contract manufacturing tie-ups.

    Technology Products Division:

    The domestic sales of Technology Products was Rs.47M as against Rs.58M during the previous year, while Commission earned on direct sales were Rs.4M as against Rs.12.6 M during the previous year. There was no growth in TPD business on account of the global slow down during the year. Additionally,APW President 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.

    Outlook:IT and Datacenter MarketThe emerging regions of Asia/Pacific (which exclude the mature markets of Japan, Australia, New Zealand, Singapore, South Korea, Hong Kong andTaiwan), Latin America, the Middle East and Africa (minus mature Israel), and Central and Eastern Europe, continue to show positive IT momentum,despite economic deceleration and a high degree of financial uncertainty in mature markets.

    While professional and consumer market opportunities can be found in many emerging markets, Brazil, Russia, India, Mexico and China (BRIMC)continue to perform particularly strongly, and this is where over half of emerging markets’ IT spending will be concentrated in 2012,” said LuisAnavitarte, research vice president and head of emerging markets research at Gartner. “Seventeen percent of global IT spending will be generatedby BRIMC in 2012, representing nearly $658 billion, and the markets remain far from saturated5.

    IT spending in emerging Asia/Pacific countries is expected to reach $496 billion in IT spending in 2012. Emerging Asia/Pacific professional markets willreach 42 percent of the total IT spending in the region, while consumer IT spending will reach $288 billion in 20126.

    APW President is in a position to target these international opportunities in a better way and leverage Schneider Electric presence in these countries.However, 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 these newopportunities for growth.

    Telecom MarketTelecom Market outlook remains negative for 2012-13 due to latest Supreme Court rulings, uncertainty on the policies going forward and freeze inTelecom spend. A clearer picture is expected to appear only by end of the year.

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

    Quality Management SystemsThe 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, Fieldfailure and customer complaints. During this year new techniques have been introduced for achieving, maintaining and monitoring the qualitystandards. In addition to these the implementation of Theory of constrains based production management system has enabled the company to reacha delivery performance excellence on committed due date performance leading to reliability. The manufacturing lines are designed for highly flexiblemanufacturing 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 forsome export markets are different and thus alignment and upgrade of the quality systems could be required in future.

    Design Development / ProductsThe Company designs and develops new products and accessories on a continuous basis to meet the general industry needs and customer specificapplications. The design styling, look and feel of our products is always current and in step with practices worldwide. During the year the companycompleted several projects on design and development of racks for defense purposes, IT, Telecom, Power and a host of applications

    A rack with a combination of EMC/EMI compatibility, Zone-4 Seismic requirement & polycarbonate door with EMC shielding was developed for one of ourregular and major customer. The rack was certified to meet the exacting standards of EMC/EMI & seismic. Also specific products for IT, Telecom, Powerand a host of applications

    In another development the racks were developed out of stainless steel with EMC/EMI compatibility & a CKD (Completely Knock Down) cabinet meantfor naval 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 beassembled with ease by our valued customers.

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

    Risks and concerns:Competition from existing and new players can affect the profitability of the company. The Company faces normal market competition from Indian aswell as international companies, yet through constant improvements and innovations in terms of production, President will face competition effectivelyand maintain its leadership position.

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

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    Mitigants: The Company continues to develop and maintain a wide supplier network. It also makes continuous efforts to develop alternative sourcesfor major components and strives to develop substitutes wherever possible for reducing the material cost content of the product. Besides, thecompany 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 AdequacyThe Company has a proper and adequate system of internal controls commensurate with its nature and size of its business to ensure that its assetsare safeguarded and protected against loss from unauthorized use or disposition, and that the transactions are authorized, recorded and reportedcorrectly. During the year the Company took action to address several issues that were raised consequent to the independent IT Audit of its systemsand security measures that had been conducted earlier. Various other measures are being implemented to further improve the quality and effectivenessof the company’s internal checks and controls.

    These internal control systems are supplemented by an extensive program of internal audits, management reviews and established policies, guidelinesand procedures. The systems are designed to generate accurate financial statements and other data and for maintaining accountability of assets.

    Discussion on Financial Performance with respect to Operational PerformanceThe Net Revenues during the year were INR.1008 M as against INR 1003 M in the previous year. Net Revenue increased by only 0.5% over theprevious year.

    Revenues were negatively impacted by a slowdown in IT markets, and an investment freeze in the telecom market and a loss of traditional revenuefrom Avocent products.

    Revenues were positively impacted by business undertaken with Schneider Electric group companies accounting for about 6.5% of Net Revenue.

    Plants at Pune and Bangalore remained under utilized operating at about 63% of capacity. During the year, there were increases in Employee Costsof 30M INR over previous year due toAnnual salary increases, retention payments, provision for leave entitlements, and for separation payments;16M INR of the 30M INR are considered one-time items not expected to recur . Other Expenses increased by 52M INR over previous year on accountof higher freight & fuel costs, provisions for bad debt for non-collection of statutory C & I Forms, increased depreciation charges to align useful life forcomputer hardware and vehicles, repair and maintenance costs for factory equipment due to previous period investment deferrals and additional auditcosts to ensure statutory compliance and key internal control requirements are met; of this 52M INR 30M INR are considered non-recurring.Additionally, debt financing costs increased by 3.6 M INR as compared to previous year due to an increase in market interest rates. The Company tookan unsecured loan from a group company at a rate more favorable than market rates to help manage this risk. The Company has a receivable amounton account of VAT from the authorities (KVAT). We have sought assistance from resources within the Group, to expedite the completion of the pendingassessments and the refunds process which we believe will be received by Q3, FY 2012-13 and ease the need for outside financing moving forward.

    The increase in expenses as above coupled with plant under utilization has, resulted in a negative EBIDTA of Rs. 15.9 M as against a positive EBIDTAof Rs. 43 M in the previous year. .

    There was an increase in inventory of 23M INR during the year due to new contract manufacturing business being pursued with group companies. Thisbusiness is expected to ramp up in Q3 of FY’12-13.

    After provisions for Deferred Tax liability, the Company has incurred a Loss for the year of Rs.57.8 M as against a loss of Rs. 11.4 M in the previousyear.

    Material development in Human Resource / Industrial Relations FrontAt the factory locations, several activities were undertaken by the Personnel Department on industrial safety and production related aspects. Theindustrial relations at both units during the year under review were cordial.There have been some changes in the senior management team during theyear and the Company has initiated a program to ensure retention of critical employees.

    The Company had 381 employees on its roll as on 31st March 2012 at its production facilities and offices across the country.

    Cautionary StatementThe Management Discussion and Analysis Statements made above are on the basis of available data as well as certain assumptions as to Governmentpolicies, economic and political developments. The Company cannot guarantee the accuracy of the assumptions and expectation of future events. TheCompany’s actual results, performance or achievements could thus differ materially from projected performance in future.

    For and on Behalf of the Board

    Shravan SharmaChairman

    Bangalore, May 17, 2012.

    1. http://businesstoday.intoday.in/story/gartner-it-spending/1/23768.html

    2. http://www.expresscomputeronline.com/20120331/features04.shtml

    3. http://www.gartner.com/it/page.jsp?id=1858025

    4. http://www.computerworlduk.com/news/it-business/3349574/gartner-slashes-it-spending-forecast/

    5. http://www.gartner.com/it/page.jsp?id=1972516

    6. http://www.gartner.com/it/page.jsp?id=1972516

  • APW PRESIDENT SYSTEMS LAPW PRESIDENT SYSTEMS LAPW PRESIDENT SYSTEMS LAPW PRESIDENT SYSTEMS LAPW PRESIDENT SYSTEMS LTDTDTDTDTD.....ANNUAL REPORT 2011-2012 13

    DIRECTORS REPORTThe MembersAPW PRESIDENT SYSTEMS LIMITED

    Your 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 10,750.31Net Revenue 10,079.91 10,025.31Earning before interest and Depreciation (EBIDT) (158.89) 430.04Less: Interest 224.89 188.89Depreciation 489.73 397.22Profit / (Loss) before Tax (873.51) (156.07)Less: Provision for Tax –– ––Less: Prior Year Tax Provision-Excess reversed –– 33.98Less: Deferred Tax Liability 295.59 7.61Profit After Tax (577.93) (114.48)Add : Balance brought forward 3106.45 3220.93Profit available for distribution 2528.52 3106.45APPROPRIATION –– ––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% overprevious year. Plants at Pune and Bangalore remained under utilized. There was increase in Employee Cost by Rs. 3 crores. Provision for DoubtfulDebts 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 utilisationduring 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 considerationof 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 wereadded during the year. This plant is currently running at full capacity.Technology ServicesThe domestic sales of Technology Products was Rs.470 lacs as against Rs.579 lacs during the previous year, while Commission earned on direct saleswere 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 theyear. 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 ofour 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 meantfor Marine application. This rack met exacting specifications of the Penta 5 with shock mounts on the base & sides to handle the rolling over on highseas. The design approach for this important new product has been customer centric and every effort has been made to ensure that the rack can beassembled 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 ourrange of products.Directors :As per the Share Purchase Agreement (SPA) executed between the Promoters and Schneider Electric South East (HQ) Pte Limited (SESEA, acquiringcompany), there is change in the management. All ex-promoter directors and independent directors have resigned and the new directors nominatedby 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. LakshmanBhatia respectively who were to retire at the ensuing meeting by rotation and being eligible Mr. Charles Watanabe and Mr. Shravan Sharma are seekingreappointment u/s 262 of the Companies Act 1956.

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    Mr. Pankaj Sharma, who was appointed as an Additional Director of the Company by Board of Directors under section 260 of the Companies Act, 1956and 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 hiscandidature 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 onMarch 31, 2012. Company has appointed Mr. Dharani Babu as Manager of the Company with effect from April 1, 2012. Mr. Dharani Babu has joinedCompany 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, onNovember 26, 2011, informing the Company of its proposal: (i) to voluntarily delist the equity shares of the Company from all the stock exchanges onwhich the equity shares of the Company are listed and traded; and (ii) to withdraw the permitted to trade status from the Bombay Stock ExchangeLimited. Accordingly Board of Directors met on November 28, 2011 and considered the proposal and Company obtained the shareholders approval bypassing a Special Resolution by Postal Ballot on January 30, 2012. Company has also obtained the In-Principal approval of the Pune and BangaloreStock 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, ofstatutory auditor for the financial year 2012-13.Auditors’ ReportThe 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 operationsb) Delay in few cases in depositing undisputed statutory duesc) 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 thata) 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 datec) 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 Companyexcluding aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office ofthe 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 StatementPursuant 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 theCompany 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 accountingrecords in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing anddetecting 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 GovernanceYour Company believes in good corporate governance 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’.

    FOR AND ON BEHALF OF THE BOARD

    Shravan SharmaChairman

    Bangalore, May 17, 2012

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    ANNEXURE AA. Conservation of Energy

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

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

    3. Total energy consumption is 3,138,649 Kwh. Consumption per unit data can not be provided as the products are not of a standardizednature.

    B. Technology AbsorptionReport made in Technology AbsorptionI 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 theinternational market demands.

    3. Future plan of action Development of new products to improve product range andproducts application for other fields.

    4. Expenditure on R & D Development work on products is continuous and is debited toa) Capital Profit & Loss Account under respective heads therein.

    b) Recurringc) Total

    II. Technology, Absorption, Adaption & Innovation

    1. Efforts made towards technology absorption, adoption The Company has in-house R & D facilities, in which new& innovation products development and improvements in processes are

    carried out.

    2. Benefits derived due to above All products are designed in-house. Prototypes are thendeveloped and tested before introducing these products intothe manufacturing range. The process of manufacturingestablished is based on the product features.

    C . Foreign Exchange Earnings & Outgo :

    a) i) Activity relating to exports The Company expects to increase its exports substantiallyduring the year. Company has entered into an arrangementwith the one of the group company of Schneider Electric in

    ii) Initiative taken to increase exports middle-east for exploring export in that territory.iii) Development of new exports market for products

    and servicesiv) Exports Plans

    Sr. No. Particulars31.03.2012 31.03.2011

    Rupees Rupees

    i) Foreign Exchange earned

    a) Export (FOB) 128,516,135 84,335,472

    b) Commission 4,082,671 12,625,738

    c) Return of Equity from Subsidiary –– 274,872

    ii) Foreign Exchange outgo :

    a) Import of Capital Goods 4,671,810 6,136,377

    b) Import of Raw Materials & Components 63,925,946 35,920,914

    c) Import of Traded Goods 22,929,104 38,906,296

    d) Dividend 3,528,000 1,326,720

    e) Professional Fees 503,689 355,981

    f ) Travelling and Conveyance 1,399,797 1,508,774

    g) Selling & Marketing 736,209 1,048,906

    h) Repairs & Maintenance and Spares 917,077 1,143,209

    i) Micellaneous 3,184,792 728,420

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    COMPLIANCE REPORT ON CORPORATE GOVERNANCE FOR THE YEAR 2011-2012

    1. Company’s philosophy on code of governance requires it toEndeavour to achieve optimum performance at all levels by adhering to best corporate governance practices• to strive towards enhancement of shareholder value through prudent business management, sound business decision and high standards

    of ethics, with attendant transparency;

    • to achieve excellence in Corporate Governance by complying with all the mandatory guidelines in this respect and also by regularlyreviewing management systems for further improvement.

    2. Board of Directorsa. Composition of the Board of Directors and other details as on March 31, 2012 are as under

    Name of Director Category ofDirectorship

    Board Meetingheld duringtenure ofDirector

    No.of Boardmeetingsattended

    Attendanceat the AGM

    Mr. E. A. Elias4 MD 3 3 No –– –– –– ––Mr. Sudhir Seth4 NED 3 3 Yes9 –– –– 5 ––Mr. Ashok Kunte4 NED 3 3 No –– –– 3 ––1Mr. Marc Rutty4 NED 3 Nil No –– –– 1 151,685Ms. Shefali Shah2 NED - I 4 4 No –– –– 5 ––Mr. Shailesh Hemani7 NED - I 4 4 Yes –– –– –– 51Mr. Madhav Joshi7 NED - I 4 2 Yes –– –– 1 ––Mr. Rajeshwar Bajaaj7 NEC - I 4 4 Yes –– 2 3 1,9173Mr. Philippe AndreArsonneau7 NED 4 1 Yes –– –– –– ––Mr. Shrinivas Chebbi3 NED 8 2 Yes –– –– 1 ––10 Mr. Pramod Agashe5 MD 5 4 Yes –– –– –– ––Mr. Charles Watanabe5 NED 5 3 Yes –– 1 1 ––8Mr. Shravan Sharma6 NEC-I 4 3 NA –– –– 2 ––Mr. GaneshVaidhyanathan6 NED-I 4 4 NA –– –– –– ––Ms. Rita Marie Harvey6 NED 4 Nil NA –– –– –– ––

    1. Held in the name of his Company M. Rutty & Co. Pty. Ltd.2. Retired at AGM and did not sought re-election.3. Appointed w.e.f. 05/02/20114. Resigned w.e.f. 19/05/2011 on completion of transaction as per the Sale Purchase Agreement executed between erstwhile promoter and acquirer Schneider

    Electric South East Asia (HQ) Pte Ltd.5. Appointed w.e.f. 19/05/20116. Appointed w.e.f. 14/07/20117. Resigned w.e.f 21/07/20118. Chairman of the Company w.e.f.14/07/20119. Erstwhile Promoter Director attended AGM as public shareholder10. Resigned on 31/03/2012

    MD Managing Director; NEC-I Non Executive, Independent Chairman; NED Non Executive Director; NED - I Non-executive – IndependentDirectorThe Directors have confirmed that they have no inter se relationship amongst them.

    b. Meetings of the BoardThe Board of Directors of the Company met eight times during the year i.e., on April 18, 2011; May 16, 2011; May 19, 2011; June 10,2011; August 12, 2011; November 15, 2011; November 28, 2011; and February 14, 2012 respectively.

    The Agenda for the Board Meeting is circulated well in advance to the Directors. In addition to the information required under AnnexureIA to Clause 49 of the Listing Agreement, the Board is also kept informed of major events/items and approvals taken wherever necessary.The Managing Director, at the Board Meetings, keeps the Board apprised of the overall performance of the Company.

    c. Code of ConductThe Company has adopted the Code of Conduct for all the Directors of the Board and its Senior Management Personnel of the Companyand the same has been uploaded on the website of the Company viz., www.apwpresident.com.

    All the Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct.

    Mr. Dharanibabu, Manager of the Company has made a declaration dated May 17, 2012 to the effect that all the Directors of the Companyand the Senior Management Personnel to whom the code is applicable have affirmed compliance with the Code of Conduct, for the yearended March 31, 2012.

    3. Audit Committee

    The present Audit Committee of the Board comprised of 3 Non-Executive Directors, viz., Mr. Shravan Sharma, Chartered Accountant acting asChairman, Mr. Ganesh Vaidhyanathan and Mr. Charles Watanabe. Mr. K. K. Bhavsar, Company Secretary acts as the Secretary of theCommittee. The Committee met four times during the year i.e., on May 16, 2011; August 12, 2011; November 15, 2011; and February 14, 2012respectively during the financial year 2011-12.

    No. of Committeeposition held in other

    Indian companies

    Directorshipother companies

    incorporatedin India

    Number of sharesheld as on

    31st March 2012

    Chairman Member

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    Members Meetings held during the tenure of Directors Meetings attendedMr. Shailesh Hemani 1 1Mr. Ashok D. Kunte 1 1Mr. Madhav Joshi 1 NilMs. Shefali Shah 1 1Mr. Shravan Sharma 3 3Mr. Ganesh Vaidhyanathan 3 3Mr. Charles Watanabe 3 2

    The terms of reference to the Committee is as stipulated in Clause 49 of the Listing Agreement and the Committee :(a) over views the Company’s financial reporting process and the disclosure of its financial information;(b) recommends the appointment and removal of internal and external auditor, fixes audit fee and also approves payment for any other

    services rendered by them.(c) reviews with management, the annual financial statements before submission to the Board of Directors, focusing primarily on:

    • changes in accounting policies and practices, if any;• major accounting entries based on exercise of judgment by management;• qualifications in draft audit report;• significant adjustments arising out of audit;• the going concern assumption;• compliance with accounting standards;• compliance with Listing Agreement with Stock Exchange and legal requirements concerning financial statements;• disclosure of any related party transactions;

    (d) reviews with the management, external and internal auditors, the adequacy of internal control systems, internal audit coverage, scopeand frequency of internal audit report.

    (e) reviews with the management and internal auditor, on any significant findings made by internal / external auditors or any other investigationand reports the matter to the Board of Directors;

    (f) reviews reasons for the substantial defaults in the payment to depositors, debenture holders, shareholders and creditors;(g) reviews the functioning of the Whistle Blower mechanism.

    The Audit Committee also:• invites as and when necessary, any of the executives of the Company, as it considers appropriate to be present at the meetings

    of the Committee.• investigates any activity within its terms of reference.• seeks information from any employee of the Company.• obtains outside legal or other professional advice.• secures the attendance of outsiders with relevant expertise, if it considers necessary.

    4. Remuneration CommitteeThe Remuneration Committee is constituted to formulate and recommend to the Board, a compensation structure for the Managing Director ofthe Company. Presently, the Committee comprises of 1 Non-Executive Independent Directors and two Non-Executive Directors; Mr. ShravanSharma, acting as the Chairman, Mr. Charles Watanabe and Ms. Rita Marie Harvey as its members.During the financial year under review, two meetings of the Remuneration Committee were held on 18th April 2011 and 10th June 2011.The remuneration for the Managing Director, includes salary, perquisites and allowances; contribution to provident fund (a fixed component);and performance bonus (a variable component). The Remuneration Committee at its meeting held on April 18, 2011 has reviewed the performanceof the Company and remuneration paid to Mr. Elias and recommended payment of Rs. 24 lakhs as an incentive for FY 2010-11.Remuneration Committee meeting held on June 10, 2011 considered the terms of agreement with new MD Mr. Pramod Agashe and recommendedhis Remuneration to the Board. Based on recommendation Company obtained Government Approval. The management of the Company and Mr.Pramod Agashe entered into Separation Agreement dated March 29, 2012 according to which Mr. Pramod Agashe was released from his dutieswith closing hours of March 31, 2012.The details of remuneration paid to Mr. E. A. Elias and Mr. Pramod Agashe during their tenure as Managing Director of the Company during thefinancial year 2011-12 are as follows:

    Amount in Rupees (million)

    Mr. Elijah Elias Mr. Pramod AgashePeriod April 1, 2011 to May 19, 2011 May 19, 2011 to March 31, 2012

    Salary 0.55 4.31Contribution to Provident Fund 0.05 0.18Performance Incentive –– ––Perquisites –– 0.08Leave Encashment 1.10 0.18Gratuity 1.00 0.67As per Separation Agreement 4.00Total 2.70 9.42

    The resident Non Executive Directors (NEDs) are paid remuneration by way of sitting fees as below for attending Board and other committeemeetings:

    Name Fees (INR) Name Fees (INR) Name Fees (INR)Shefali Shah 100,000 Ashok Kunte 75,000 Shravan Sharma 115,000Shailesh Hemani 105,000 Raj Bajaaj 100,000 Ganesh Vaidhyanathan 115,000Madhav Joshi 65,000 Sudhir Seth 70,000 Shrinivas Chebbi 45,000

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    5. Share Transfer and Investors’ Grievances Committee

    The present Shareholders / Investors’ Grievances Committee comprised of 2 Non-Executive Independent Directors and one Non-ExecutiveDirector, namely, Mr. Ganesh Vaidhyanathan acting as the Chairman, Mr. Shravan Sharma, and Mr. Shrinivas Chebbias other members. Mr. K. K.Bhavsar, Company Secretary is the Compliance Officer of the Company in matters relating to Shareholders, Stock Exchanges, SEBI and otherrelated regulatory matters. Three meetings of the Committee were held during the year on the following dates:

    April 4, 2011; May 31, 2011 and March 5, 2012.

    The Company received 97 requests for transfers which were attended to within a period of thirty days from the date of receipt.

    During the financial year, the Company has not received any complaint from SEBI as forwarded to it by the shareholders.

    There was no request for share transfer, pending as on March 31, 2012.

    The Company Secretary is also Compliance Officer of the Company.

    6. Details of last three year’s Annual/ Extra Ordinary General Meetings are as follows:

    Year AGM/ Location Date and No. of special PurposeEGM Time resolutions

    2011 AGM Tribune II,6th Floor, Hotel Tunga July 12, 2011 One Annual Meeting and GovernmentInternational, MIDC, Andheri (E), 4.00 p.m. approval for Remuneration ofMumbai 400093 Managing Director

    2011 EGM Registered Office, R-2, Technopolis April 18, 2011 One Adoption of new set of ArticlesKnowledge Park, Mahakali Caves 2.00 p.m. of AssociationRoad, Andheri (E), Mumbai 400093

    2010 AGM Tribune II, 6th floor, Hotel Tunga August 16, 2010 Nil Annual MeetingInternational, Central Road, MIDC, 3.30 p.m.Andheri (East), Mumbai 400

    2010 EGM Registered Office September 18, Nil Remuneration of managing Director201011.00 a.m.

    2009 AGM Bay Leaf 2, Hotel Saffron Spice, August 13, 2009 Nil Annual MeetingPlot No. 34, MIDC, Andheri (East), 3.30 p.m.Mumbai 400 099

    7. Disclosuresa. Related Party Transactions

    The Company follows the following policy in disclosing the related party transactions:

    i. a statement in summary form of transactions with related parties in the ordinary course of business is placed periodically before theBoard Meeting.

    ii. details of material individual transactions, if any, with related parties and not in the normal course of business, are placed beforethe Audit Committee.

    iii. details of material individual transactions, if any, with related parties or others, which are not on an arm’s length basis are placedbefore the Audit Committee together with Management’s justification for the same.

    b. Disclosure on materially significant related party transactions that may have potential conflict with the interest ofthe Company at largeThere are no materially significant related party transactions i.e., transactions, material in nature, with its promoters, the directors or themanagement, their subsidiaries or relatives etc., that may potentially be in conflict with the interest of the Company at large.

    There was delay in getting prior approval of Government in respect of related Party transaction for which Company has filed applicationfor compounding u/s 621A of Companies Act 1956 for offence committed u/s 297 of the Companies Act, 1956. Order for Compoundingreceived from Regional Director, Western Region, MCA, Mumbai on March 30, 2012

    c. Risk ManagementThe Company has laid down procedures to inform Board from time to time about the risk assessment and minimization procedures adoptedby the Company. These procedures are periodically reviewed to assure that executive management controls risk through means of aproperly defined framework.

    Internal Controls as required under clause V (c) of Clause 49.

    The efforts for strengthening the internal controls were continued during the year with a compliance audit. The audit findings formed thebasis for several structured implementation programmes for processes that will contribute to the reinforcement and strengthening of theinternal control systems. Some of these programmes have been completed and the balance programmes are being implemented in aphased manner.

    d. Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange(s) orSEBI or any Statutory Authority, on any matter related to Capital MarketsThere have been no instances of non-compliance by the company on any matters related to the capital markets, nor have any penalty /strictures been imposed on the company by the stock exchanges or SEBI or any other statutory authority on such matters. However therewas some delay in filing of reports under regulation 8(3) of Substantial Acquisition of Shares and Takeover Code and Company has filedapplication for consent and Consent Order on our application is received on July 11, 2011 from SEBI.

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    8. Means of Communicationa. The quarterly, half yearly and annual financial results of the Company are normally published in English and Marathi daily newspaper. The

    Company also posts its results on its website viz., www.apwpresident.com.b The Company has not made any presentation to the institutional investors or to the analysts during the year under review.c Management Discussion and Analysis Report forms part of the Annual Report.

    9. General Shareholder Information

    (a) Annual General Meeting Date : September 3, 2012Time : 9.30 amVenue : Tribune I, 6th Floor, Hotel Tunga International,

    Central Road, MIDC, Andheri (E), Mumbai - 400 093(b) Financial Calendar April 1, 2011 to March 31, 2012(c) Dates of Book Closure August 28, 2012 to September 3, 2012(d) Dividend payment date Not Applicable(e) Listed on Stock Exchange(s) 1) Pune Stock Exchange Limited (PSE)

    2) Bangalore Stock Exchange Limited (BgSE)(f) Stock Code PSE - 160225

    BgSE - VEROPNDSYSBSE - Traded with effect from Jan 7, 2005; Scrip Code 590033

    (g) ISIN INE155D01018

    (h) Market Price data and Performance in comparison to broad-based indices

    There has been no trading at Pune and Bangalore stock exchange during the year under review. Accordingly, the high and low prices ofthe Company’s equity shares as traded in the BSE for each of the month is given below:

    Month High Low Month High LowApril 2011 191.25 182.50 October 2011 178.95 148.00May 2011 192.00 131.15 November 2011 209.00 131.05June 2011 172.05 138.90 December 2011 204.00 182.15July 2011 190.00 156.50 January 2012 208.00 184.95August 2011 188.80 158.00 February 2012 222.00 196.00September 2011 181.00 152.30 March 2012 228.00 213.05

    (i) Registrars and Share Transfer Agents Name:

    Universal Capital Securities Pvt. Ltd.Address: 21, Shakil Nivas, Mahakali Caves Road, Andheri (East), Mumbai- 400 093.Tel No: (022) 2820 7203 - 05 • Fax No: (022) 2820 7207 • Email Id: [email protected] person Mr. Rajesh Karlekar / Mr. Ravi Utekar

    (j) Share Transfer system

    The Company has appointed M/s Universal Capital Securities Private Limited, a SEBI registered Share Transfer Agent (STA) to deal in thetransfer of shares of the Company. On receipt of request for transfer of shares, the STA process the requests and if found in order,forwards the same to the Company for approval. The Share Transfer and Investors’ Grievances Committee which is meets once in everyfifteen days or on receipt of request for share transfer which ever is later approves the same and the share certificate(s) afterendorsement is send to the transferee. Generally, the STA dispatches the transferred share certificate(s) to the transferee within a periodof 30 days of lodgment thereof which is in compliance of the Listing Agreement.

    A Practicing Company Secretary issues a certificate every half-year under Clause 47 (c) of the Listing Agreement as to issue and dispatchof share certificates lodged for transfer, transposition, renewal or exchange with a period of thirty days from the date of lodgementthereof.

    (k) Distribution of shareholding as at March 31, 2012

    Category No. of Shares held % of ShareholdingForeign Promoter 45,35,994 75.00Corporate Bodies 2,95,962 4.89NRI / OCBs 5,56,413 9.20Clearing Members 86,671 1.43Indian Public 5,72,960 9.48

    Total 60,48,000 100.00

    A Practicing Company Secretary issues a certificate every quarter in terms of SEBI Circular D&CC/FITTC/CIR-16/2002 dated December 31,2002 as to the reconciliation of capital listed with the Stock Exchanges with the share capital of the Company and that the shares lodgedwith the Company for dematerialization have been dematerialized within twenty-one days of receipt.

    (l) Dematerialisation of Shares and liquidity

    The shares of the Company are compulsorily traded in dematerialised form and are available for dematerialisation by both the depositoriesin India –National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on March 31, 2012,59,46,341 equity shares representing 98.32% of the paid up equity Share Capital have been dematerialized.

    (m) The Company has not issued any GDR’s ADR’s warrants or any other convertible instruments.

    (n) Plant Location

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    The Company’s plants are located at

    Pune S-73 / 74, Bhosari, M.I.D.C., Pune – 411 026

    Pune Unit 1, Electronic Sadan, MIDC, Bhosari, Pune 411 026

    Bangalore Unit -I 5, 5A, 5c/1, Taluka Annekal, Attibele, Bangalore

    Bangalore Unit-II 6A, Taluka Annekal, Attibele, Bangalore

    Puducherry Gothi Industrial Complex, RS No 17/3 (Shed C),Vazhudavur Road, Kurumbapet, Puducherry 605009

    (o) Address for correspondence

    R-2, Technopolis Knowledge Park,Mahakali Caves Road,Andheri (East), Mumbai – 400 093Phone no: 022-66 44 8888Fax no : 022-66 44 8899Email id. : [email protected]