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1 Schneider Electric President Systems LimitedAnnual Report 2018 - 2019

Board of Directors

COMPANY SECRETARY AND CHIEF FINANCIAL OFFICER

Mr. Ranjan Pant1 Chairman

Independent,Non-Executive Director

Mr. Ramakrishna Rajasekharan Nair (Mr. RR Nair)2

Independent, Non-Executive Director

Mr. Sugata Sircar Non-Executive Director

Mr. Nitin Bakshi4

Non-Executive Director

Ms. Rachna Mukherjee Non-Executive Director

Mr. Javed Ahmad Non-Executive Director

Mr. Swaminathan Venkatraman Non-Executive Director

Mr. Shravan Vijaykumar Sharma5

Chairman


Mohamed Adil Mohamed Aslam Sattar (Mohamed Adil)3

Whole-Time Director

Mr. Vishar Subramanian Vasudevan5

(V.S. Vasudevan)


Mr. Damodar Kalavala Chief Financial Officer

Ms. Priyanka Gupta Company Secretary

Brief profile of Board of Directors can be accessed at www.schneiderelectricpresident.com1 Mr. Ranjan Pant was appointed as Non-Executive Independent Director and Chairman w.e.f. December 17, 2018.2 Mr. RR Nair was appointed as Non-Executive Independent Director w.e.f. November 20, 2018.3 Mohamed Adil was appointed as Additional and Whole-Time Director w.e.f. June 27, 2019.4 Mr. Nitin Bakshi resigned from the board w.e.f. June 27, 2019. 5 Mr. Shravan Vijaykumar Sharma and Mr. V.S Vasudevan - retired from the board after expiry of their appointed term i.e. conclusion of AGM held on September 19, 2018.

2Schneider Electric President Systems LimitedAnnual Report 2018 - 2019

Corporate Information

Committees of the Board (as on March 31, 2019)

Audit Committee Nomination and Remuneration Committee

• Mr. Ranjan Pant, Non-Executive Independent Director (Chairman)

• Mr. RR Nair, Non-Executive Independent Director

• Mr. Sugata Sircar, Non-Executive Director

• Mr. RR Nair, Non-Executive Independent Director (Chairman)

• Mr. Ranjan Pant, Non-Executive Independent Director

• Ms. Rachna Mukherjee, Non-Executive Director

Corporate Social Responsibility Committee Stakeholder’s Relationship Committee

• Mr. RR Nair, Non-Executive Independent Director

• Mr. Sugata Sircar, Non-Executive Director• Mr. Swaminathan Venkatraman, Non-Executive

Director



Director

Finance Committee


Director• Mr. Javed Ahmad, Non-Executive Director

Statutory Auditors:M/s S.R. Batliboi & Associates, LLPUB City, Canberra Block, 12th FloorNo. 24, Vittal Mallya Road, Bengaluru – 560 001

Registrar & Transfer AgentUniversal Capital Securities Pvt. Ltd21 Shakil Nivas, Mahakali Caves RoadAndheri (E), Mumbai 400093Contact: +91- 022- 2820 7203/2820 7204/ 2820 7205E-mail: Mr. Rajesh Karlekar ([email protected] )

Offices:

REGISTERED

5C/1, KIADB Industrial Area, Attibele, Bengaluru – 562 107, KarnatakaContact: +91 80 6788 8300

CORPORATE

BGRT, 6th Floor, Sy. No. 63/3B, Gorvigere Village, Bidarahalli Hobli, Bengaluru East Taluk, WhitefieldHoskoteRoad, Bengaluru – 560 115, KarnatakaContact: +91 80 4554 0000


CONTENT PAGE No.

INDEX

Financial Statistics 4

Notice to the Shareholders 6

Directors’ Report 17

Independent Auditor’s Report 40

Balance Sheet 45

StatementofProfitandLoss 46

Cash Flow Statement 47

Notes to Financial Statements 48

35th Annual General MeetingDay and Date: Thursday, September 19, 2019, Time: 11:00 A.M.

Venue: Gokulam Grand Hotel, 115, BEL Circle, HMR Layout, Gokulam Extension, Mathikere, Bengaluru – 560 054, Karnataka


FINANCIAL STATISTICS

(Rs. In Millions)

Particulars 31.03.2019 31.03.2018 31.03.2017 31.03.2016 31.03.2015 31.03.2014 31.03.2013

Sale of Products 2,949.21 3,145.62 2,633.35 1,946.86 1,569.57 1,569.27 1,037.56

Sale of Services 82.12 65.67 58.19 50.56 57.39 64.58 55.03

Other Operating Income 26.52 26.52 16.73 18.31 25.65 19.22 10.55

Other Income 6.25 7.11 7.17 6.97 5.52 1.59 6.24

Total Income 3,064.09 3,244.92 2,715.43 2,022.70 1,658.12 1,654.65 1,109.37

EBITDA 260.07 260.78 258.48 165.08 38.39 17.18 21.99

Financial Expenses (Net) 20.64 20.20 25.91 31.79 25.46 23.31 23.36

Depreciation 52.37 51.62 52.06 51.89 50.11 42.06 41.41

(Loss)/ProfitbeforeTaxation 187.06 188.97 180.51 81.40 -37.18 -48.19 -42.78

(Loss)/ProfitafterTaxation 117.45 131.12 137.11 63.87 -37.18 -48.19 -33.30

Dividend Payout - - - - - - -

Corporate Tax on Dividend - - - - - - -

Retained earnings 117.45 131.12 137.11 63.87 -37.18 -48.19 -33.30

Dividend (%) - -

Earning per Share 19.42 21.68 22.67 10.56 -6.15 -7.97 -5.51

Particulars 31.03.2019 31.03.2018 31.03.2017 31.03.2016 31.03.2015 31.03.2014 31.03.2013

Equity and Liabilities

Share Capital 60.48 60.48 60.48 60.48 60.48 60.48 60.48

Reserves & Surplus 698.47 581.01 449.89 312.78 248.91 297.23 345.42

Total Shareholder's Funds 758.95 641.49 510.37 373.26 309.39 357.71 405.90

Non Current Liabilities

Long-term borrowings 1.07 2.14 159.94 209.94 199.97 150.36 150.71

Deferred tax liability (net) - - - - - - -

Other long-term liabilities - 4.06 - 0.50 0.95 2.79

Long-term provisions 26.82 33.58 28.04 19.11 15.66 22.98 19.00

27.88 35.72 192.04 229.05 216.13 174.29 172.51

Current Liabilities

Short-term borrowings 179.94 25.52 45.50 120.13 79.82 158.62 28.17

Trade Payables 589.00 829.15 612.82 402.29 574.58 441.96 311.76

Other current liabilities 49.49 352.43 189.28 121.80 97.39 82.02 64.48

Short-term provisions 32.09 42.09 43.74 24.39 18.35 14.68 15.81

850.52 1,249.19 891.34 668.61 770.13 697.28 420.22

Total 1,637.35 1,926.41 1,593.75 1,270.91 1,295.65 1,229.27 998.63

Non Current Assets

Fixed assets

Tangible assets 350.07 352.39 353.76 382.92 374.75 385.66 401.28

Intangible assets 3.66 4.61 5.08 9.25 14.20 17.95 5.19

Capital work-in-progress 0.55 3.33 17.92 10.49 12.75 6.61 3.18

Non-current investments - - - - - -


*Includes interest income

Deferred tax asset (net) 42.18 30.04 10.55 - - - -

Long-term loans and advances 95.38 43.96 39.15 62.62 63.94 46.47 75.12

Other Non current assets - - - 0.20 0.18 0.17 -

491.84 434.33 426.46 465.48 465.82 456.86 484.77

Current assets

Inventories 177.75 322.18 318.48 251.75 285.69 224.72 141.75

Trade receivables 820.57 929.58 716.99 420.84 418.61 449.47 269.94

Cash and bank balances 97.16 157.56 27.55 39.87 17.15 6.82 7.15

Short-term loans and advances 47.37 80.40 104.24 90.62 105.86 86.22 68.94

Other current assets 2.66 2.36 0.05 2.37 2.53 5.19 26.08

1,145.50 1,492.08 1,167.29 805.44 829.83 772.42 513.86

Total 1,637.35 1,926.41 1,593.75 1,270.91 1,295.65 1,229.27 998.63

Statement of Accounting Ratios of the Company - - - - - - -

Particulars 31.03.2019 31.03.2018 31.03.2017 31.03.2016 31.03.2015 31.03.2014 31.03.2013

EBIDTA Rs.* 260.07 260.78 258.48 165.08 38.39 17.51 22.42

EBIDTA % to Net Product Sales 8.82 8.29 9.82 8.48 2.45 1.12 2.16

Return on Net Worth (%) 15.48 20.44 26.86 17.11 -12.02 -13.47 -8.20

Net Asset Value per share 125.49 106.07 84.39 61.72 51.16 59.14 67.11


SCHNEIDER ELECTRIC PRESIDENT SYSTEMS LIMITEDRegd.Office:5C/1,KIADBIndustrialArea,Attibele,Bengaluru-562107,Karnataka

CIN: U32109KA1984PLC079103 Phone: 080 67888300 Website: www.schneiderelectricpresident.com

E-mail: [email protected]

NOTICE NOTICE is hereby given that the Thirty-Fifth (35th) Annual General Meeting (AGM/Meeting) of the Members of Schneider Electric President Systems Limited will be held on Thursday, September 19, 2019 at 11:00 A.M. at Gokulam Grand Hotel, 115, BEL Circle, HMR Layout, Gokula Extension, Mathikere, Bengaluru - 560 054, Karnataka to transact the following businesses:

ORDINARY BUSINESS

1. Toreceive,considerandadopt theAuditedFinancialStatementsof theCompany for thefinancialyearendedMarch31,2019includingauditedBalanceSheetasatMarch31,2019,theStatementofProfitandLossandCashFlowStatementfortheyearended on that date and the Reports of the Board of Directors and Auditors thereon; and in this regard, pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT theAuditedFinancialStatementsoftheCompanyforthefinancialyearendedMarch31,2019includingauditedBalanceSheetasatMarch31,2019,theStatementofProfitandLossandCashFlowStatementfortheyearendedonthatdateand the Reports of the Board of Directors and Auditors thereon laid before this meeting, be and are hereby received, considered and adopted.”

2. To appoint Mr. Swaminathan Venkatraman (DIN No. 03139440), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment as Director and in this regard, pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Swaminathan Venkatraman (DIN No. 03139440), who retires by rotation at this meeting and being eligible has offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.”

SPECIAL BUSINESS

3. To consider the appointment of Mr. Ramakrishna Rajasekharan Nair (DIN: 00202551) as a Non-Executive Independent Director and, in this regard, pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of the Section 149, 150, 152 and 161 read with Schedule IV and other applicable provisionsoftheCompaniesAct,2013(“theAct”)andtheCompanies(AppointmentandQualificationofDirectors)Rules,2014(includinganystatutorymodification(s)orre-enactmentthereofforthetimebeinginforce),Mr.RamakrishnaRajasekharanNair(DIN: 00202551), who was appointed as an Additional and Non-Executive Independent Director of the Company by the Board of Directors, on the recommendation of the Nomination and Remuneration Committee, with effect from November 20, 2018 in terms ofprovisionsoftheActandArticlesofAssociationoftheCompanyandwhosetermofofficeexpiresatthisAnnualGeneralMeetingand who has submitted a declaration that he meets the criteria for independence as provided in the Act, be and is hereby appointed asNon-Executive IndependentDirectorof theCompany toholdoffice fora termoffive (5)consecutiveyearswitheffect fromNovember 20, 2018 till November 19, 2023, not liable to retire by rotation.”

4. To consider the appointment of Mr. Ranjan Pant (DIN: 00005410) as a Non-Executive Independent Director and, in this regard, pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of the Section 149, 150, 152 and 161 read with Schedule IV and other applicable provisionsoftheCompaniesAct,2013(“theAct”)andtheCompanies(AppointmentandQualificationofDirectors)Rules,2014(includinganystatutorymodification(s)or re-enactment thereof for the timebeing in force), Mr. Ranjan Pant (DIN: 00005410), who was appointed as an Additional and Non-Executive Independent Director by the Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee, with effect from December 17, 2018 in terms of the provisions oftheActandArticlesofAssociationoftheCompanyandwhosetermofofficeexpiresatthisAnnualGeneralMeetingandwhohas submitted a declaration that he meets the criteria for independence as provided in the Act, be and is hereby appointed as Non- ExecutiveIndependentDirectoroftheCompanytoholdofficeforatermoffive(5)consecutiveyearswitheffectfromDecember17,2018 till December 16, 2023, not liable to retire by rotation.”

5. To consider the appointment of Mohamed Adil Mohamed Aslam Sattar (Mohamed Adil) (DIN: 08495260) as the Whole-Time Director of the Company in Professional Capacity and in this regard, pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 and all other applicable provisions, if any, of the Companies Act, 2013 (‘theAct’)andtherelevantRulesmadethereunder(includinganystatutorymodification(s)orre-enactmentthereof,forthetimebeing in force) and the provisions of the Articles of Association of the Company, Mohamed Adil (DIN: 08495260), who was appointed as an Additional Director and designated as a Whole-Time Director by the Board of Directors of the Company at their meeting held on June 27, 2019, based on the recommendation of the Nomination and Remuneration Committee of the Board and who holds officeassuchuptothedateofthisAnnualGeneralMeetingandinrespectofwhomtheCompanyhasreceivedanoticeinwritingunderSection160(1)oftheActfromaMemberproposinghiscandidaturefortheofficeofDirector,beandisherebyappointedasa Director of the Company liable to retire by rotation.

RESOLVED FURTHER THAT in accordance with the recommendations of the Nomination and Remuneration Committee of the Board of Directors and pursuant to the provisions of Sections 196, 197, 198 and 203 of the Act, read with Schedule V to the Act,


andotherapplicableprovisions, ifany,of theActandtherulesmadethereunder,(includinganystatutorymodification(s)orre-enactment thereof, for the time being in force), the Articles of Association of the Company and subject to the approval of the Central Government (if required) or such other sanctions as may be necessary, consent of the Members, be and is hereby accorded to the appointment of Mohamed Adil, as a Whole-Time Director of the Company in Professional capacity for a period of three years effective from June 27, 2019 to June 26, 2022 on the terms and conditions including remuneration as set out in the statement annexed to the Notice of this Meeting.

RESOLVED FURTHER THAT the Board of Directors on the recommendation of the Nomination & Remuneration Committee, be and is hereby authorized to alter and vary, from time to time, during the tenure of appointment of Mohamed Adil, the terms and conditions of appointment and/or remuneration as per the Company policy for annual assessments and increments.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorized to do all such acts, deeds, matters and things as in its absolute discretion it may consider necessary, expedient and desirable to give effect to this Resolution.”

6. Toratify theremunerationofCostAuditors for thefinancialyearendingMarch31,2020and, in this regard,pass the followingresolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read withtheCompanies(AuditandAuditors)Rules,2014(includinganystatutorymodification(s)orre-enactment(s)thereof,forthetimebeing in force), the remuneration of Rs.1,10,000/- (Rupees One Lakh Ten Thousand Only) plus applicable taxes and reimbursement ofout-of-pocketexpenses,forthefinancialyearendingMarch31,2020asrecommendedbytheAuditCommitteeandapprovedbythe Board of Directors, to be paid to M/s. Rao Murthy & Associates, Cost Accountants, Bengaluru (Firm Registration No. 000065), appointedbytheBoardofDirectors,toconducttheauditofthecostrecordsoftheCompany,beandisherebyratified.”

7. To consider, participation in the Worldwide Employee Share Ownership Plan (WESOP) Scheme and in this regard, pass the following resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Section 67 and other applicable provisions of the Companies Act, 2013 and the rules, regulations, circulars, guidelines prescribed by any other authority, from time to time, to the extent applicable, approval of the Shareholders, be and is hereby accorded to participate in the Worldwide Employee Share Ownership Plan (WESOP) Scheme (theScheme)oftheUltimateHoldingCompany,SchneiderElectricSE,France,andtoratifythefinancialassistanceprovidedbythe Company pursuant to the Scheme to the employees of the Company during the year 2019-20.

RESOLVED FURTHER THAT theBoard,beandisherebyauthorizedtomakemodification(s),suspend,withdraworrevivetheSchemeassuggestedbySchneiderElectricSE,France,fromtimetotime,andtoapprove,supportbymeansoffinancialassistanceoranyotherkindofsupportforthebenefitofsuchperson(s)whoare/willbeintheemploymentoftheCompanyincludingWhole-time Director(s), Non-Executive Director(s), Key Managerial Personnel of the Company and to approve such number of shares and atsuchprice,insuchmanner,duringsuchperiodinoneormoretranchesasitmaydeemfitundertheScheme.

RESOLVED FURTHER THAT the Board, be and is hereby authorized to delegate all or any of its powers to any Committee of DirectorsoftheCompanyortoanyofficeroftheCompanytogiveeffecttothisResolutionandtodoallsuchacts,deeds,mattersandthingsasitmayinitsabsolutediscretiondeemnecessaryandtosettleanyquestion,difficultyordoubt,whatsoever,asmayarise with respect to the Scheme.”

Place: Gurugram By Order of the Board of DirectorsDate: July 16, 2019 For Schneider Electric President Systems Limited

RegisteredOffice:Plot5C/1, (Priyanka Gupta)KIADB Industrial Area, Attibele, Company SecretaryBengaluru -562107, Karnataka FCS: 9355

Notes:

1. A member entitled to attend and vote at the 35th Annual General Meeting (“AGM/Meeting”), is entitled to appoint one or more proxies to attend and vote on a poll instead of himself/herself and such proxy need not be a member of the Company. The instrument appointing a proxy/ proxies to be effective, should be deposited at the registered office of the Company duly completed and signed not less than Forty-Eight hours (48) before the commencement of the meeting. A Proxy form is enclosed.

A person can act as a proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent (10%) of the total share capital of the Company carrying voting rights. A Member holding more than ten percent (10%) of the total share capital of the Company carrying voting rights may appoint a single person as a proxy and such person shall not act as proxy for any other person or member.

2. A statement pursuant to Section 102(1) of the Companies Act, 2013 (the Act) relating to the special businesses to be transacted at the AGM is annexed hereto. Relevant documents referred to in the Notice are open for inspection by the members at the Registered OfficeoftheCompanyonallworkingdays(exceptSaturdays,SundaysandPublicHolidays)duringbusinesshoursuptothedateof the Meeting. The aforesaid documents will be also available for inspection by members at the Meeting.

3. Information regarding particulars of Director seeking appointment/re-appointment requiring disclosure pursuant to Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India [SS-2]; and the explanatory statement under Section 102 of the Act, are annexed as Annexure- I.

The Company has received the consents / declarations for their appointments / re-appointments under the Companies Act, 2013 and the rules thereunder.


4. The Company is providing facility for voting by electronic means (e-voting) through an electronic voting system which will include remote e-voting as prescribed by the Companies (Management and Administration) Rules, 2014 as presently in force and the business set out in the Notice will be transacted through such voting. Information and instructions including details of User ID and password relating to e-voting are provided in the Notice under Note No. 21.

Once the vote on a resolution is cast by a member, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again. Members who have cast their vote(s) by using remote e-voting may also attend the Meeting but shall not be entitled to cast their vote(s) again at the Meeting.

The facility for voting through Poll Paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through Poll Paper.

5. Corporate Members intending to send their authorized representative(s) to attend the Meeting pursuant to Section 113 of the ActarerequestedtosendtotheCompany,acertifiedcopyoftherelevantBoardResolution/AuthorityLetter/PowerofAttorney,authorizing their representatives together with the specimen signatures of the representative(s) to attend and vote on their behalf at the Meeting.

6. Members/ proxies/ Authorized Representatives are requested to bring to the meeting necessary details of their shareholding, duly filledadmission/attendanceslip(s)andcopy(ies)oftheirAnnualReport.

7. The Register of Members and Share Transfer Books of the Company will remain closed from Friday, September 13, 2019 to Thursday, September 19, 2019 (both days inclusive)

8. Pursuant to Section 139 of the Act, appointment of the Statutory Auditors, M/s S.R. Batliboi & Associates. LLP was made by the membersintheirAnnualGeneralMeeting(“AGM”)heldonSeptember29,2016foraperiodoffiveyearsi.e.fromtheconclusionof32nd AGM till the 37thAGM,subjecttotheratificationateveryAGM.However,inviewofthenotificationdatedMay7,2018issuedbytheMinistryofCorporateAffairs,requirementforratificationofappointmentofauditorshasbeenremoved.

9. The Annual Report for the FY 2018-19; Notice of 35th AGM along with the attendance slip, proxy form and notice of e-voting etc; are being sent to the members through e-mail who have registered their email ids with the Company/Depository Participants (DPs)/ Company’s Registrars and Share Transfer Agents (RTA), Universal Capital Securities Private Limited.

Members whose email ids are not registered are being sent physical copies of the said Annual Report and Notice at their registered address through permitted mode.

Members whose e-mail ids are registered with the Company and who wish to receive printed copy of the Annual Report may send their request to the Company Secretary at email id: [email protected] itsregisteredofficeaddress or to the RTA at “Unit: Schneider Electric President Systems Limited, 21, Shakil Nivas, Mahakali Caves Road, Andheri (E) Mumbai 400 093, Telephone: +91-22-28207203-05 Fax: +91- 22-28207207 at e-mail: [email protected].

Contact Person(s): Mr. Rajesh Karlekar/ Mr. Ravi Utekar The Notice and the Annual report will also be available under the Investors section on the website of the Company at www.

schneiderelectricpresident.com and NSDL e-voting website for download. 10. Members, who are holding shares in physical form are requested to address all correspondence concerning registration of transfers,

transmissions, sub-division, consolidation of shares or any other share related matters and / or change in address or updation thereofwiththeRTA.Members,whoseshareholdingisinelectronicformatarerequestedtodirectchangeofaddressnotifications,registration of e-mail address and updation of bank account details to their respective DPs.

11. In case you wish to change/update the NEFT/ECS mandate, please write to the RTA. However, for the shares held in demat form, please write to your DP.

12. Non-Resident Indian members are requested to inform RTA / respective DPs, immediately of: a) Change in their residential status on return to India for permanent settlement. b) Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of

the bank with pin code number, if not furnished earlier.13. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at

the Meeting. 14. Members holding shares in electronic form are, requested to submit their PAN to their DPs with whom they are maintaining their

demat accounts. Members holding shares in physical form can submit their PAN details with the RTA.15. MembershavinganyquestiononfinancialstatementsoronanyagendaitemproposedinthenoticeofAGMarerequestedtosend

theirqueriesatleasttendayspriortothedateofAGMoftheCompanyatitsregisteredofficeaddresstoenabletheCompanytocollect the relevant information.

16. Appeal to Shareholders:A. DEMAT PursuanttoMinistryofCorporateAffairs(MCA)notificationdatedSeptember10,2018effectivefromOctober02,2018,transfer

of shares in physical mode is prohibited and mandates holding of shares in demat except in case of transmission or transposition. Accordingly, the Company/RTA has stopped accepting any fresh lodgment of transfer of shares in physical form. Members are requested to convert the physical holding to demat through DP. Members may contact the Company for any assistance in the said process of physical to demat of shares.

B. REGISTRATION OF NOMINATION AND BANK MANDATE Registrationofnominationmakeseasyfordependentstoaccessyourinvestmentsandsetouttheproportionofyourbenefits


to the nominees. Registration and/ or updation of bank mandate ensures the receipt of dividend and/or any other consideration timely, faster and easier and more important avoids fraudulent encashment of warrants. Members are requested to submit their bank registration documents i.e. request letter, cancelled cheque and self-attested PAN card & address proof with the Company and/ or DP.

C. ELECTRONIC COMMUNICATION Allnotices,financialstatements,annualreportetc.canbesenttotheMemberselectronicallyasnotifiedintheActandRules

made thereunder. It reduces Company’s cost of printing and dispatch, ensures timely and speedy intimations and also supports the initiative of green environment. Members are requested to register/ update their e-mail ID by sending a letter intimation to the Company except wherein the shareholding is in demat it may be sent to the DP.

D. GENERAL REQUEST • Documentsfortransmission,bankmandateregistration/updation,dividendwarrants/demanddraftsarerequestedtobeposted

through courier or registered post to enable track and avoid loss of document; • AtregularintervalsverifytheaddressandbankdetailsupdatedwithRTAorDPandintimatethechangesasandwhenrequired;• DealonlywithSEBIregisteredintermediariesandobtainavalidContractNote/ConfirmationMemofromthebroker/sub-broker,

within 24 hours of execution of the trade; • Donotshareyourdemataccountloginandpasswordandretaintherelevantinstructionslipsinsafecustody;• ObtainperiodicstatementofyourholdingsfromtheconcernedDPandverifyyourholdingsperiodically.

17. For the security and safety of the members, the shareholders/ attendees are strictly requested not to bring any article/ baggage includingwaterbottlesandtiffinboxesattheAGMvenue.

18. A Route map along with prominent landmark for easy location to reach the AGM venue is provided at the end of this notice.19. The Register of Directors and Key Managerial Personnel and their Shareholding and Register of Contracts or Arrangements in

which Directors are interested, will be available for inspection by the members at the AGM.20. The Company has transferred total Equity Shares i.e. 20,758 of Rs. 10 each in respect of which dividend have not been claimed by

the Shareholders to the DEMAT Account of the Investors Education and Protection Fund (IEPF), the details of records are as under.

FY 2008-09SHARES HELD NO. OF RECORDS NO. OF SHARESNSDL 1 1CDSL 3 173PHYSICAL FORM 38 11367TOTAL 42 11541

FY 2009-10

SHARES HELD NO. OF RECORDS NO. OF SHARES

NSDL 8 976

CDSL 1 1

PHYSICAL FORM 26 8240

TOTAL 35 9217

However, Shareholder can claim from IEPF Authority both unclaimed dividend amount and the shares transferred to IEPF Account Demat Account, by making an application in Form IEPF-5 online on the website www.iepf.gov.in and by complying with requisite procedure.

21. Voting through Electronic Means- Remote E-Voting a) Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Act read with Rule 20 of the Companies

(Management and Administration) Rules, 2014, as amended; and SS-2 issued by ICSI, the Company is pleased to provide to its Members, facility to exercise their right to vote on the resolutions proposed to be considered at the 35th AGM by electronic means. The Company has engaged the services of National Securities Depository Limited (NSDL) to provide e-voting facility.

b) The Members who have cast their vote by remote e-voting prior to the AGM may also attend AGM but shall not be entitled to cast their vote again.

c) A Member can opt for only single mode of voting, i.e. through remote e-voting or voting at the Meeting. If a Member casts vote(s) by both modes, then voting done through remote e-voting shall prevail and vote(s) cast at the Meeting shall be treated as “INVALID”.

d) The remote e-voting facility will be available during the following period:

Commencement of remote e-voting From 9:00 A.M. (IST) on September 16, 2019End of remote e-voting Up to 5:00 P.M. (IST) on September 18, 2019

The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled by NSDL upon expiry of aforesaid period.


Once the vote on a resolution is cast by the Members, the Member shall not be allowed to change it subsequently. Any person, who acquires shares of the Company and becomes member of the Company after dispatch of Notice of AGM

and holds shares as of the cut-off date i.e. Thursday, September 12, 2019 can obtain the login ID and password by sending a request at [email protected] or [email protected]. However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.

e) MemberswhosenameappearsintheRegisterofMembersorintheRegisterofBeneficialOwnersmaintainedbythedepositoriesas on the cut-off date i.e. Thursday, September 12, 2019 only shall be entitled to avail the facility of remote e-voting and vote at the AGM through Poll Paper. Any person who is not a member on the cut-off date should treat the notice for information purposes only.

f) The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date i.e. Thursday, September 12, 2019.

g) Mr. Rupesh Aggarwal (ACS 16302 and CP 5673), failing him Mr. Shashikant Tiwari (ACS 28994 and CP 13050), Practicing Company Secretaries from M/s Chandrasekaran Associates have been appointed as the Scrutinizer to scrutinize the e-voting and poll process in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for same purpose.

h) The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of Scrutinizer, by use of poll paper for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

The Scrutinizer will, after conclusion of e-voting at the meeting, scrutinize the vote(s) cast at the meeting and through remote e-voting and make a consolidated Scrutinizer’s Report of the votes cast in favour or against, if any, and submit the same to the Chairman of the meeting. The Chairman or any director or any other person authorised by the Chairman, shall declare the results of the voting forthwith. The Results shall also be simultaneously placed on the Company’s website www.schneiderelectricpresident.com and on the website of NSDL.

The Results declared along with the report of the Scrutinizer will be posted on the notice board of the Company at the Registered OfficeaswellasattheCorporateOffice.

i) The instructions for remote e-voting are as under: The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/Step 2: Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below:

How to Log-in to NSDL e-Voting website?

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.1. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section.2. Anewscreenwillopen.YouwillhavetoenteryourUserID,yourPasswordandaVerificationCodeasshownonthescreen. Alternatively, if you are registered for NSDL e-services i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your

existing IDEAS login. Once you log-in to NSDL e-services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

3. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:

a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client IDFor example, if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12******.

b) For Members who hold shares in demat account with CDSL. 16DigitBeneficiaryIDForexample,ifyourBeneficiaryIDis12**************thenyour user ID is 12**************

c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the CompanyFor example, if folio number is 001*** and EVEN is 101456 then user ID is 101456001***

4. Your password details are given below:a. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.b. IfyouareusingNSDLe-Votingsystemforthefirsttime,youwillneedtoretrievethe‘initialpassword’whichwascommunicated

to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.


c. How to retrieve your ‘initial password’?1. If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you

on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a.pdffile.Openthe.pdffile.Thepasswordtoopenthe.pdffileisyour8-digitclientIDforNSDLaccount,last8digitsofclientIDforCDSLaccountorfolionumberforsharesheldinphysicalform.The.pdffilecontainsyour‘UserID’andyour‘initial password’.

2. If your email ID is not registered, your ‘initial password’ is communicated to you on your postal address.6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password, Click on:

a. “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com

b. “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com

If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address.

7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.8. Now, you will have to click on “Login” button.9. After you click on the “Login” button, Home page of e-Voting will open.

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.

2. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

3. Select “EVEN” of Company for which you wish to cast your vote.4. Now you are ready for e-Voting as the Voting page opens.5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast

yourvoteandclickon“Submit”andalso“Confirm”whenprompted.6. Uponconfirmation,themessage“Votecastsuccessfully”willbedisplayed.7. Youcanalsotaketheprintoutofthevotescastbyyoubyclickingontheprintoptionontheconfirmationpage.8. Onceyouconfirmyourvoteontheresolution,youwillnotbeallowedtomodifyyourvote.

General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].

Itisstronglyrecommendednottoshareyourpasswordwithanyotherpersonandtakeutmostcaretokeepyourpasswordconfidential.Logintothee-votingwebsitewillbedisableduponfiveunsuccessfulattemptstokeyinthecorrectpassword.Insuchanevent,youwillneedtogo through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on Toll Free No.: 1800-222-990 or send a request at [email protected].

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 [THE ACT]

The following Statement sets out all material facts relating to the Special Business(es) mentioned in the Notice:

Resolutions No. 3 & 4

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors of the Company have appointed Mr. Ramakrishna Rajasekharan Nair (DIN: 00202551) and Mr. Ranjan Pant (DIN: 00005410) as Additional Director(s) in the capacityofNon-ExecutiveIndependentDirector(s)oftheCompanytoholdofficeforatermoffive(5)consecutiveyearsfromNovember20,2018 and December 17, 2018 respectively, not liable to retire by rotation, subject to consent of the Members of the Company at this AGM.

AsAdditionalDirector(s),Mr.RRNairandMr.RanjanPantholdsofficetillthedateofthisAGMandareeligibleforbeingappointedasanIndependentDirector(s).TheCompanyhasreceivednecessarydeclaration(s)fromMr.RRNairandMr.RanjanPantconfirmingthattheymeet the criteria of dependence as prescribed under the Companies Act, 2013 (the Act).

Mr.RRNairandMr.RanjanPantareneitherdisqualifiedfrombeingappointedasaDirectorunderprovisionsofSection164oftheCompaniesAct,2013,nordebarredfromholdingtheofficeofdirector.


The Company has received from Mr. Nair and Mr. Pant (i) their respective consent in writing to act as Directors in Form DIR-2 pursuant to Rule8oftheCompanies(Appointment&QualificationofDirectors)Rules,2014;(ii)respectiveintimationinFormDIR-8pursuanttoRule14oftheCompanies(Appointment&QualificationofDirectors)Rules,2014totheeffectthattheyarenotdisqualifiedinaccordancewithsub-section(2)ofSection164oftheCompaniesAct,2013;and(iii)FormMBP1and(iv)CertificateofIndependence.

Mr. RR Nair has done post Masters’ Diploma in Industrial Psychology and Management from IIT Kharagpur. He is a Coach for CXOs & CEOs from diverse industrial sectors, both large Indian Corporates and Multinational Companies (MNC). He is also a Consultant to businesses on ‘HR Strategy’ & ‘Leadership and Organization Development’.

Mr.Pant isastrategymanagementconsultant,with30Years’experience,andadvisesChiefExecutiveOfficers. In2019,he joined theIIM-IndoreBoardofGovernors.Hewasalsoaconsultantatamajorworld-widestrategyfirm,whereheledtheUtilityPractice.Mr.Pantisan MBA from The Wharton School, University of Pennsylvania and a bachelor’s in engineering from the Birla Institute of Technology and Science, Pilani.

Your Board believes that induction Mr. Nair and Mr. Pant on the Board will support in broadening the overall expertise of the Board.

Details pursuant to Secretarial Standard-II, on General Meetings issued by the Institute of Company Secretaries of India, is attached as Annexure-I.

Except, Mr. Nair and Mr. Pant, being appointee(s) and their relatives none of the Directors, Key Managerial Personnel of the Company and theirrelativesareconcernedorinterested,financiallyorotherwise,intheresolutionsetoutfortheirrespectiveappointmentinItemNo.3and4 of the accompanying Notice of the AGM.

Copy of the letter of appointment of Mr. Nair and Mr. Pant as Non-Executive Independent Director(s) setting out the terms and conditions would beavailableforinspectionwithoutanyfeebythemembersattheRegisteredOfficeoftheCompanyduringnormalbusinesshours(9:00amto 5:00 pm) on any working day, excluding Saturday and are also available at the website of the Company at www.schneiderelectricpresident.com.

The Board of Directors accordingly recommends the Ordinary Resolution(s) set out at Item No. 3 and 4 of the Notice for the approval of the Members.

Resolution No. 5.

The Board of Directors (Board), on the recommendation of the Nomination & Remuneration Committee (NRC), at their meeting held on June 27, 2019 appointed Mohamed Adil (DIN: 08495260) as Additional Director designated as Whole Time Director, in professional capacity for a term of three years with effect from June 27, 2019 till June 26, 2022.

Mohamed Adil comes with a diverse experience of over 22 years in various functions encompassing end to end of Manufacturing (Design, Development & Manufacturing). He has been with Schneider group for 17 years and has in depth manufacturing knowledge and vast experienceinSchneidergroupprocesses.HehasenabledtotransformtheCompanyoperationsintermsofGrowthandprocessefficiency.

BroadparticularsofthetermsofappointmentofandremunerationpayabletoMohamedAdilareasunderandarewithinthelimitsspecifiedunder Schedule V read with Section 197 of the Act.

a. Salary, Perquisites and Allowances per annum: (in INR)

Salary 3,167,220Bonus (STIP) 840,624 AmenitiesincludingfullyFurnishedAccommodation,carbenefit -AdditionalBenefitsViz.MedicalReimbursement;Leave;PersonalAccident/MediclaimPolicyetc. As per Company Policy or as

may be mutually agreed

The said perquisites and allowances shall be evaluated, wherever applicable, as per the provisions of Income Tax Act, 1961 or anyrulesthereunderoranystatutorymodification(s)orre-enactment(s)thereof;intheabsenceofanysuchrules,perquisitesandallowances shall be evaluated at actual cost. The PF Contribution is amounting to Rs.161,000.

(b) MohamedAdiliseligibleforappointmentasWhole-TimeDirectorandhefulfilsalltheconditionsasspecifiedinPartIofscheduleV of the Act.

(c) Increment in salary, perquisites and allowances and remuneration by way of incentive / bonus / performance linked incentive, payable to Mohamed Adil, as may be determined by the Board and / or the NRC of the Board, shall be in addition to the remuneration under (a) above.

(d) Itisclarifiedthatanystockoptions(fromCompanyorundergrouppolicy)granted/tobegrantedtoMohamedAdil,fromtimetotime, shall not be considered as a part of perquisites under (a) above, and that the perquisite value of stock options exercised shall be in addition to the remuneration under (a) above.

(e) Reimbursement of Expenses: Expenses incurred for travelling, boarding and lodging during business trips and other expenses on Company’s business shall be

reimbursed at actuals and not considered as perquisites.(f) General:

i. The Whole-Time Director will perform his duties as such with regard to all work of the Company and will manage and attend to suchbusinessandcarryouttheordersanddirectionsgivenbytheBoardfromtimetotimeinallrespectsandconfirmtoand


comply with all such directions and regulations as may from time to time be given and made by the Board and the functions of the Whole-time Director will be under the overall authority of the Board of Directors.

ii. The Whole-Time Director shall act in accordance with the Articles of Association of the Company and shall abide by the provisions contained in Section 166 of the Act with regard to duties of directors.

iii. The Whole-Time Director shall adhere to the Company’s Principles of Responsibility - Code of Conduct.iv. TheofficeoftheWhole-TimeDirectormaybeterminatedbytheCompanyorbyhimbygivingnoticeasperCompanyPolicy. Pursuant to Section 197 and other applicable provisions of the Act and the Companies (Appointment and Remuneration of

ManagerialPersonnel)Rules,2014readwithScheduleVoftheCompaniesAct,2013(includinganystatutorymodification(s)orre-enactmentthereof(theAct)forthetimebeinginforce,incaseofabsenceorinadequacyofprofits,theminimumremunerationas stated above will be paid to Mohamed Adil.

MohamedAdilisnotdisqualifiedfrombeingappointedasaDirectorintermsofSection164oftheActandhasgivenhisconsentfor the appointment.

In terms of Section 160 of the Act, the Company has received notice in writing from a member proposing the candidature of Mohamed Adil for appointment.)

In case of a managerial person who is functioning in a professional capacity, no approval of Central Government is required for payment of remuneration, if such managerial person is not having any interest in the capital of the company or its holding company or any of its subsidiaries directly or indirectly or through any other statutory structures and not having any, direct or indirect interest or related to the directors or promoters of the company or its holding company or any of its subsidiaries at any timeduringthelasttwoyearsbeforeoronorafterthedateofappointmentandpossessesgraduatelevelqualificationwithexpertiseandspecializedknowledgeinthefieldinwhichthecompanyoperates.MohamedAdilfulfillstheseconditions.

The terms as set out in the Resolution and explanatory statement may be treated as an abstract of the terms of appointment pursuant to Section 190 of the Act.

Details pursuant to Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India, is attached as Annexure- I.

Save and except Mohamed Adil, being appointee and his relatives, to the extent of their shareholding interest, if any, in the Company, noneoftheotherDirectors/KeyManagerialPersonnelandtheirrelativesareinanyway,concernedor interested,financiallyorotherwise, in the Resolution set out at Item No. 5.

The Board of Directors accordingly recommends the Special Resolution set out at Item No. 5 of the Notice for the approval of the members.

Resolution No. 6

On the recommendation of the Audit Committee, the Board of Directors at their Meeting held on July 16, 2019 approved the appointment of M/s. Rao Murthy & Associates, Cost Accountants, Bengaluru (ICWA Registration No. 000065) as Cost Auditors to conduct the audit of the cost records of the Company at a remuneration of Rs.1,10,000/- (Rupees One Lakh Ten Thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended,theremunerationpayabletotheCostAuditorsisrequiredtoberatifiedbythemembersoftheCompany.

Accordingly, consent of the members is sought for passing an ordinary resolution as set out at Item No. 6 of the Notice of the AGM for ratificationofremunerationpayabletotheCostAuditorsforthefinancialyearendingMarch31,2020.

NoneoftheDirectors,KeyManagerialPersonneloftheCompanyandtheirrelativesare,inanyway,concernedorinterestedfinanciallyorotherwise in the proposed resolution.

The Board recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval of the Members.

Resolution No. 7

Schneider Electric, at the group level has an Employee Stock Option Scheme called Worldwide Employee Share Ownership Plan (WESOP) Scheme (the Scheme) whereby employees of the Schneider Group have the option to subscribe the shares of Schneider Electric SE, France (“SE France”), the Ultimate Holding Company as employees of the group company.

The Scheme is available worldwide for Schneider Electric group employees. This evolution is due to Schneider Electric Group commitment to step up and to put an even greater part of your company in the hands of its employees to inculcate a sense of participation in the fortunes of the Company.

SE France is Ultimate Holding Company of your Company. Accordingly, employees of your Company are also entitled to subscribe shares of SE France.

Pursuant to Section 67 of the Companies Act, 2013 (“the Act”), no public company shall give, whether directly or indirectly and whether bymeansofaloan,guarantee,theprovisionofsecurityorotherwise,anyfinancialassistanceforthepurposeof,orinconnectionwith,apurchase or subscription made or to be made, by any person of or for any shares in the Company or in its holding company unless the same is approved by the Company through a special resolution in compliance with the provisions of Section 67(3) of the Act and the rules made thereunder.


Under the Scheme, since the employer makes a matching contribution up to a limit, the net gains to the employees are expected to be positive, subject to unforeseen circumstances. This scheme has been found to be very effective for retention of key talent and hence will benefittheCompany.

The full scheme is available for inspection by the members at the Registered Office of the Company and on its website www.schneiderelectricpresident.com.

All the Directors and Key Managerial Personnel of the Company and their relatives except Independent Directors and their relatives are concerned or deemed to be interested in the resolutions as set out in Item No. 7 to the extent of the number of shares that may be acquired/ offered to them under the Scheme.

The Board recommends the Special Resolution set out at Item No. 7 of the Notice for approval of the Members.

Place: Gurugram By Order of the Board of DirectorsDate: July 16, 2019 For Schneider Electric President Systems Limited

RegisteredOffice:Plot5C/1, (Priyanka Gupta)KIADB Industrial Area, Attibele, Company SecretaryBengaluru -562107, Karnataka FCS: 9355


Annexure-I

Details of Directors seeking appointment/re-appointment at this Annual General Meeting of the Company pursuant to the Secretarial Standard-2 on the General Meetings issued by the Institute of Company Secretaries of India are as under:

Name of Director / Particulars

Mr. Swaminathan Venkatraman

Mr. Ramakrishna Rajasekharan Nair

Mr. Ranjan Pant Mohamed Adil

DIN 03139440 00202551 00005410 08495260Date of Birth April 15,1967 July 02, 1939 June 29, 1959 December 31,

1976Date of First Appointment

August 13, 2013 November 20, 2018 December 17, 2018 June 27, 2019

Qualification BE (Mechanical), Diploma in Marketing Management

Post Masters’ Diploma in Industrial Psychology and Management is from IIT Kharagpur

MBA from The Wharton School, University of Pennsylvania and a bachelor’s in engineering from the Birla Institute of Technology and Science, Pilani.

Diploma in Mechanical Tooling Engineer from NTTF

Expertise in specific functional area

Field of sales, service, marketing and business development.

He trains CXOs & CEOs from diverse industrial sectors, both large Indian and MNCs and also provide consultancy to businesses on ‘HR Strategy’ and ‘Leadership and Organisation Development’

He is a global strategy management consultant and change management leader who advisesChiefExecutiveOfficers

Manufacturing and Project Management and development

List of Companies in which Directorship is held

Schneider Electric IT Business India Private Limited

• Headjam Consulting Private Limited

• GMR Energy Limited• PRS Permacel Private

Limited

• I S R Projects Private Limited• S P V Project Consultants

Private Limited• DSP Pension Fund Managers

Private Limited• Morarjee Textiles Limited• Point RP Consulting Private

Limited (OPC)• Mahindra Susten Private

Limited• Schneider Electric

Infrastructure Limited• IIM- Indore

NIL

Chairman/Member of the Committee (s) of Board of Directors of Other Companies

Chairman of Corporate Social Responsibility Committee of Schneider Electric IT Business India Private Limited

Member of Audit Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee of GMR Energy Limited.

Member of Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee of Schneider Electric Infrastructure Limited.

NIL

No. of Shares held in the Company

NIL NIL NIL NIL


From Kempegowda Bus Station to Gokulam Grand Hotel, 115, BEL Circle, HMR Layout, Gokula Extension, Mathikere, Bengaluru - 560054, Karnataka.

Route Map to the Venue of the Annual General Meeting:

From Kempegowda International Airport to Gokulam Grand Hotel, 115, BEL Circle, HMR Layout, Gokula Extension, Mathikere, Bengaluru - 560054, Karnataka.


DIRECTORS’ REPORT

Dear Members,

Your Directors take pleasure in presenting the Annual Report on business and operations of the Company together with Audited Financial Statements forthefinancialyearendedMarch31,2019.

1. Financial Results

(Rs. in Millions)

Particulars 31.03.2019 31.03.2018

Gross Revenue from Operations 3,057.84 3,310.33

Net Revenue 3,064.09 3,244.92

Earnings before interest and Depreciation (EBITDA) 260.07 260.78

Less: Interest 20.64 20.20

Less: Depreciation 52.37 51.62

Profit/(Loss)beforeTax 187.06 188.97

Less: Provision for Tax 81.75 77.34

Less: Deferred Tax -12.14 -19.49

ProfitAfterTax 117.45 131.12

Add: Balance brought forward 455.15 324.03

Less: Adjustment on account of depreciation -- --

Profitavailablefordistribution 572.60 455.15

Appropriation -- --

Total Balance carried forward 572.60 455.15

2. Financial Performance and State of the Company’s AffairsTheNetRevenuesoftheCompanywasatRs.3,064millionascomparedtoRs.3,245millioninthepreviousyear.TheProfitafterTaxwas at Rs. 117 million compared to Rs. 131 million in the previous year.

Net Sales Turnover decreased by 6% over the previous year.

3. DividendAfter careful assessment of the fund requirement of your Company for the ongoing business, repayment of borrowings and for growth, theBoardofDirectorshavedecidednottorecommendthedividendforthefinancialyear2018-19.

4. Reserves Rs.117.45 Million were transferred to General Reserves for the year ended March 31, 2019.

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

6. Board of Directors and Key Managerial Personnel (KMPs)

Changes in Directorship during the year under review and up to the date of signing of this report

Mr. Shravan Vijaykumar Sharma and Mr. Vishar Subramanian Vasudevan, Independent Directors of the Company retired from the Board after expiry of their term of appointment w.e.f. conclusion of 34th Annual General Meeting (AGM) held on September 19, 2018.

Mr. RR Nair and Mr. Ranjan Pant were appointed as Non-Executive Independent Director(s) on the Board of the Company for a term of Five (5) years w.e.f. November 20, 2018 and December 17, 2018 respectively. Mr. Ranjan Pant was designated as Chairman of the Board.

Mr. RR Nair has done post Masters’ Diploma in Industrial Psychology and Management is from IIT Kharagpur. He is a Coach for CXOs & CEOs from diverse industrial sectors, both large Indian Corporates and MNCs.

Mr. Ranjan Pant is an MBA from The Wharton School, University of Pennsylvania and a bachelor’s in engineering from the Birla Institute of TechnologyandScience,Pilani.Heisastrategymanagementconsultant,with30Years’experience,whoadvisesChiefExecutiveOfficers.


Further, Mohamed Adil was appointed as Additional Director designated as Whole Time Director, in professional capacity for a term of three (3) years with effect from June 27, 2019 till June 26, 2022.

Mohamed Adil comes with a diverse experience of over 22 years in various functions encompassing end to end of Manufacturing (Design, Development & Manufacturing). Mr. Nitin Bakshi resigned from the Board w.e.f. June 27, 2019. The Board places on record its appreciation for the valuation services provided by Mr. V.S. Vasudevan, Mr. Shravan Vijaykumar Sharma and Mr. Nitin Bakshi during their tenure.

Retirement by RotationIn accordance with the provisions of the Companies Act, 2013 (“the Act”) and Articles of Association of the Company, Mr. Swaminathan Venkatraman (DIN: 03139440), Director, retires by rotation and being eligible, offers himself for re-appointment.

ConsideringthebackgroundandexperienceofMr.Venkatraman,theBoardbelievesthathisre-appointmentwillimmenselybenefitthe Company. The Board recommends his re-appointment.

Brief profiles ofMr. Ranjan Pant,Mr. RRNair,MohamedAdil andMr. Swaminathan Venkatraman alongwith the details requiredpursuant to the provisions of the Act read with the Secretarial Standard-2 on the General Meetings issued by the Institute of Company Secretaries of India are given in the Notice of AGM. Attention of the members are invited to the relevant items in the Notice of AGM and the explanatory statement thereto.

TheprofileofBoardofDirectorscanalsobeaccessedatCompanieswebsiteatwww.schneiderelectricpresident.com

NoneoftheDirectorsofyourCompanyaredisqualifiedforbeingappointed/re-appointedastheDirectorsintermsofSection164(2)(a)and (b) of the Act.

Criteria of Independence and Declaration from Independent Directors The Nomination and Remuneration Committee and the Board assesses the independence of Directors at the time of appointment / re-appointment pursuant to the criteria laid down by the Company in line with the requirements of the Act. Determination of independence is being re-assessed when any new interests or relationships are disclosed by a Director.

The Company has received necessary declaration from the Independent Directors of the Company under Section 149(7) and Schedule IV of the Act, that they meet the criteria of Independence as laid down in Section 149(6) of the Act.

Key Managerial Personnel’s:

The following are the Key Managerial Personnel’s as on March 31, 2019:1) Mr.DamodarKalavala,ChiefFinancialOfficer2) Ms. Priyanka Gupta, Company Secretary

7. Annual Evaluation of Board’s Performance and Performance of its Committees and Individual DirectorsThe Board of Directors has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees, pursuant to the provisions of the Act.

The following process was adopted for Board evaluation:

i) Feedback was sought from each Director about their views on the performance of the Board, covering various criteria such as degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilitiesto various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationshipbetweentheBoardandtheManagementandefficacyofcommunicationwithexternalstakeholders.Feedbackwasalsotaken from every Director on his assessment of the performance of each of the other Directors.

ii) The Nomination and Remuneration Committee (NRC) then discussed the above feedback received from all the Directors.iii) Feedback was sought from each Director about the performance of every Committee of the Board and these assessments were

presentedtotheBoardforconsideration.AreasonwhichtheCommitteesoftheBoardwereassessedincludeddegreeoffulfilmentof key responsibilities, adequacy of Committee composition and effectiveness of meetings.

8. Policy on Remuneration to be paid to Directors, Key Managerial Personnel (KMP) and criteria for appointment of DirectorsYour Company has in place Remuneration Policy, recommended by the Nomination and Remuneration Committee for Directors, Key Managerial Personnel and approved by the Board. The Policy may be accessed on the Company’s website at www.schneiderelectricpresident.com

During the year under review, there were no executive directors on the Board. Sitting fees was paid to the Independent Director(s) for attending the meetings of the Board and Committees. The details are provided in the Annual Return in Form MGT 9 and are as per Annexure III, forming part of this report.


9. Board Meetings and Annual General MeetingThe Board of Directors met Four (4) times (June 25, 2018, July 27, 2018, November 20, 2018 and March 19, 2019) during this Financial Year 2018-19.

The details of attendance of Board of Directors at the Board Meetings and previous AGM is as under:

S. No. Name of Directors

Designation Number of Board meetings held during

their tenure

Number of Board meetings

attended $

Attendance at the last AGM held on

September 19, 2018

1 Mr. Shravan Vijaykumar Sharma1 Independent Director (Non-Executive Chairman) 2 2 Yes

2 Mr. Vishar Subramanian Vasudevan1

Independent Director (Non-Executive) 2 2 Yes

3 Mr. RR Nair 2 Independent Director (Non-Executive) 1 1 Not Applicable

4 Mr. Ranjan Pant3 Independent Director (Non-Executive Chairman) 1 1 Not Applicable

5 Mr. Javed Ahmad Non-Executive Director 4 1# No6 Mr. Nitin Bakshi4 Non-Executive Director 4 2# Yes7 Ms. Rachna Mukherjee Non-Executive Director 4 2 Yes8 Mr. Sugata Sircar Non-Executive Director 4 3 Yes9 Mr. Swaminathan Venkatraman Non-Executive Director 4 2# Yes

$Attendance includes presence through audio visual means.#In addition, Mr. Javed Ahmad attended one (1) meeting through audio call, Mr. Nitin Bakshi and Mr. Swaminathan Venkatraman, both attended two (2) meetings each through audio call. However, their presence was not counted for the purpose of quorum.1Mr. Shravan Vijaykumar Sharma and Mr. Vishar Subramanian Vasudevan, Independent Directors of the Company retired from the Board after expiry of their appointed term w.e.f. conclusion of the 34th AGM held on September 19, 2018. 2Mr. RR Nair was appointed as Non-Executive Independent Director w.e.f. November 20, 2018.3Mr. Ranjan Pant was appointed as Non-Executive Independent Director and Chairman w.e.f. December 17, 2018.4Mr. Nitin Bakshi resigned from the board w.e.f. June 27, 2019.

10. Board CommitteesTheBoard has constituted various statutory andnon-statutory committees to focuson certain specific areasand to take informeddecisions.TheseCommitteeshavetheirdefinedrolesandoperateundertheiroverallcharterasdefinedbytheBoard.

The Committees are duly constituted under the requirements of the Act.

AsonMarch31, 2019, theBoardhas five (5)Committees.Ms.PriyankaGupta,CompanySecretaryof theCompanyactsas theSecretary of the Committee(s).

The details of the Committees as on March 31, 2019 are as under. Details of the appointments/cessation of the members to the respective committees are mentioned below under Point 10 (A to E) below:

Audit Committee Nomination and Remuneration Committee• Mr. Ranjan Pant, Non-Executive Independent Director (Chairman) • Mr. RR Nair, Non-Executive Independent Director • Mr. Sugata Sircar, Non-Executive Director

• Mr. RR Nair, Non-Executive Independent Director (Chairman)• Mr. Ranjan Pant, Non-Executive Independent Director• Ms. Rachna Mukherjee, Non-Executive Director

Corporate Social Responsibility Committee Stakeholder’s Relationship Committee• Mr. RR Nair, Non-Executive Independent Director• Mr. Sugata Sircar, Non-Executive Director• Mr. Swaminathan Venkatraman, Non-Executive Director


• Mr. Sugata Sircar, Non-Executive Director• Mr. Swaminathan Venkatraman, Non-Executive Director

Finance Committee• Mr. Sugata Sircar, Non-Executive Director• Mr. Swaminathan Venkatraman, Non-Executive Director• Mr. Javed Ahmad, Non-Executive Director

The details with respect to powers, roles, terms of reference, no. of meetings etc. of the Committee(s) held during the Financial Year 2018-19 and attendance of the members at each Board Committee(s) are as under:


(A) Audit Committee

The role and terms of reference of the Audit Committee covers the areas as contemplated under Section 177 of the Act, besides other terms as referred by the Board of Directors.

Key Responsibilities of the Audit Committee inter-alia, includes:

1. OversightoftheCompany’sfinancialreportingprocessandthedisclosureofitsfinancialinformationtoensurethatthefinancialstatementiscorrect,sufficientandcredible.

2. Recommendation for appointment, remuneration and terms of appointment of auditor(s) of the Company.3. Approval of payment of fee to statutory auditors for any non-audit services rendered by the statutory auditors.4. Review and monitor the auditor’s independence and performance, and effectiveness of audit process.5. Examinationofthefinancialstatementandtheauditors’reportthereon.6. ApprovaloranysubsequentmodificationoftransactionsoftheCompanywithrelatedparties.7. Scrutiny of inter-corporate loans and investments.8. Valuation of undertakings or assets of the Company, wherever it is necessary.9. Evaluationofinternalfinancialcontrolsandriskmanagementsystems.10. Monitoring the end use of funds raised through public offers and related matters, if any11. Adequacyoftheinternalaudit functionandtodiscusssignificant internalauditfindings;and12. Reviewing reasons for the substantial defaults in the payment to depositors, shareholders and creditors, if any and review the

function of the Whistle Blower Mechanism. The Composition of the Committee is in compliance with the provisions of Section 177 of the Act. As on March 31, 2019, the Audit

Committee of the Board comprises of three ( 3 ) Directors, out of which, two (2) are Independent Directors. The Chairperson of theAuditCommitteeisaNon-ExecutiveIndependentDirector.AllthemembersoftheAuditCommitteearefinanciallyliterate.

TheChiefFinancialOfficer (CFO) regularlyattends themeetingof theAuditCommitteeaspermanent inviteeand the InternalAuditor, Statutory Auditors and Cost Auditors are invited to the meetings on requirement basis. The Audit Committee invites such of theexecutives,asitconsidersappropriate,forbriefingonimportantmatters.

The Audit Committee met 3 times during the year ie. on July 24, 2018, November 20, 2018 and March 19, 2019. The attendance of the Members at the meetings is as follows:

S. No. Members Number of Meetings held during their tenure Number of Meetings attended $

1 Mr. Sugata Sircar 3 2

2 Mr. RR Nair 1 1 1

3 Mr. Ranjan Pant 2 1 1

4 Mr. Shravan Vijaykumar Sharma 3 1 1

5 Mr. Vishar Subramanian Vasudevan 3 1 1

6 Mr. Swaminathan Venkatraman 4 1 1

7 Mr. Javed Ahmad 5 1 1$ Attendance includes presence through audio visual means.1 Mr. RR Nair was appointed as member to Committee w.e.f. November 20, 2018.2 Mr. Ranjan Pant was appointed as member and chairman to the Committee w.e.f. December 17, 2018.3 Mr. Shravan Vijaykumar Sharma and Mr. Vishar Subramanian Vasudevan, Independent Directors of the Company retired from the

Board after expiry of their appointed term w.e.f. conclusion of AGM held on September 19, 2018.4 Mr. Swaminathan Venkatraman was appointed as member to the Committee w.e.f. July 24, 2018 and ceased to be a member w.e.f.

November 20, 2018. 5 Mr. Javed Ahmad was appointed as member to the Committee w.e.f. July 24, 2018 and ceased to be a member w.e.f. November 20,

2018.

(B) Nomination and Remuneration CommitteeThe role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Section 178 of the Act, besides other terms as referred by the Board of Directors.

Role of the Committee:

Nomination and Remuneration Committee is broadly entrusted with the following responsibilities:

1. Identifying persons who are qualified to become Directors and who may be appointed in senior management position andrecommend to the Board of Directors their appointment and removal.

2. Conduct an annual evaluation of overall effectiveness of the Board, the Committee(s) of the Board and the performance of each director.3. To recommend the remuneration policy and remuneration of Directors, Key Managerial Personnel and other Senior Management.


4. Carry out any other function as directed by the Board and/or mandated by any statutory authority through any notification,amendmentormodificationfromtimetotime;and

5. Review all human resource related issues including succession plan to Key Personnel.The Composition of the Committee is in compliance with the provisions of Section 178 of the Act.As on March 31, 2019, the Nomination and Remuneration Committee of the Board comprises of three (3) Non- Executive Directors, out of which two (2) are Independent Directors. The Chairperson of the Nomination and Remuneration Committee is a Non-Executive Independent Director.

During the Financial Year 2018-19, the Committee met two (2) times on July 24, 2018 and November 20, 2018. The attendance of the Members at the meetings are as follows:

S. No Members Number of Meetings held during their tenure Number of Meetings attended$

1 Ms. Rachna Mukherjee 2 22 Mr. Vishar Subramanian Vasudevan 1 1 1

3 Mr. Shravan Vijaykumar Sharma 1 1 1

4 Mr. Swaminathan Venkatraman 2 1 1

5 Mr. Sugata Sircar 3 1 1$ Includes attendance through audio visual means. Mr. RR Nair was appointed as Chairman to Committee w.e.f. November 20, 2018 and Mr. Ranjan Pant was appointed as member to

Committee w.e.f. December 17, 2018 and post their respective appointments on the board, no meeting was held.1 Mr. Shravan Vijaykumar Sharma and Mr. Vishar Subramanian Vasudevan, Independent Directors of the Company retired from the Board

after expiry of their appointed term w.e.f. conclusion of AGM held on September 19, 2018. 2 Mr. Swaminathan Venkatraman was appointed as member to the Committee w.e.f. July 24, 2018 and ceased to be a member w.e.f.

November 20, 2018.3 Mr. Sugata Sircar was appointed as member to the Committee w.e.f. July 24, 2018 and ceased to be a member w.e.f. November 20,

2018.

(C) Stakeholder’s Relationship CommitteeIn Compliance with the requirement of Section 178 of the Act, the board has constituted a Stakeholder’s Relationship Committee. The Committee looks into redressal of complaints/ grievances of Shareholders and Investors, pertaining to transfer/transmission of shares,non-receiptofannualreports,dividendpayments,issueofduplicatesharecertificatesandothermiscellaneouscomplaints.TheCommittee oversees and reviews performance of the Registrar and Transfer Agent and recommends measures for overall improvement in the quality of investor services.

As on March 31, 2019, the Stakeholder’s Relationship Committee comprises of three (3) Non- Executive Directors, out of which One (1) is an Independent Director. The Chairperson of the Stakeholder’s Relationship Committee is a Non-Executive Independent Director.

During the Financial Year 2018-19, the Committee met once on March 19, 2019. All the members except Mr. Sugata Sircar attended the meeting. Mr. Ranjan Pant was appointed as Chairman to Committee w.e.f. December 17, 2018. (i.e. date of appointment on Board). Mr. Venkatraman attended the meeting through Audio- Visual means.

Mr. Shravan Vijaykumar Sharma, Independent Director of the Company retired from the Board after expiry of his appointed term w.e.f. conclusion of AGM held on September 19, 2018 and thereafter, ceased to be member of the Committee.

(D) Corporate Social Responsibility CommitteeThe Committee oversees, inter-alia, corporate social responsibility and other related matters as may be referred by the Board of Directors and discharges the roles as prescribed under Section 135 of the Act which includes formulating and recommending to the Board, a Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by the Company, as per Schedule VII to the Act recommending the amount of expenditure to be incurred and monitoring the CSR Policy of the Company.

As on March 31, 2019, the Corporate Social Responsibility Committee comprises of three (3) Non- Executive Directors, out of which one (1) is an Independent Director.

During the Financial Year 2018-19, the Committee met once on March 19, 2019.

All the members except Mr. Sugata Sircar attended the meeting. Ms. Rachna Mukherjee was appointed as member to the Committee w.e.f. July 24, 2018 and ceased to be a member w.e.f. November 20, 2018. Mr. RR Nair was appointed as member to Committee w.e.f. November 20, 2018. Mr. Venkatraman attended the meeting through Audio- Visual means.

Mr. Vishar Subramanian Vasudevan, Independent Director of the Company retired from the Board after expiry of his appointed term w.e.f. conclusion of AGM held on September 19, 2018 and thereafter, ceased to be a member of the committee.

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee. The Annual Report on CSR Activities forms part of this Report as Annexure I.The CSR Policy may be accessed on the Company’s website at www.schneiderelectricpresident.com


(E) Finance CommitteeTo facilitate seamless operations and cater to various day-to-day requirements, the board has formed a functional Committee known as the Finance Committee. The Committee meets as and when deem necessary to cater to the day to day requirements of the Company. TheCommitteecomprisesofthree(3)Non-ExecutiveDirectors.TheCommitteemetfive(5)timesduringtheFY2018-19onJune22,2018, July 21, 2018, October 24, 2018, January 24, 2019 and March 21, 2019.

The Committee operates within the overall responsibilities and powers entrusted by the Board.

11. Risk ManagementDuringthefinancialyear,theBoardofDirectorshavedissolveditsRiskManagementCommittee.TheInternalAuditorsoftheCompanypresent the top risks along with the mitigation plan as part of their Internal Audit Report at the Audit Committee Meeting. The Company has put in place Risk Minimization and Assessment Procedures.

Theobjectiveofanyriskidentificationandassessmentprocessistoevaluatethecombinationoflikelihoodandlevelofnegativeimpactsfrom an event. The three main components of a risk assessment are business risk, service/operational risk and external risk.

The Company manages the risk in line with current risk management best practices. This facilitates the achievement of our objectives, operationaleffectivenessandefficiency,protectionofpeopleandassets, informeddecision-makingandcompliancewithapplicablelaws and regulations.

12. Auditors

i. Statutory Auditors and Audit Report M/s S.R Batliboi & Associates, LLP, Chartered Accountants (Reg. No. 101049W/E300004), Statutory Auditors of the Company,

were appointed by the Shareholders of the Company at their 32nd Annual General Meeting (AGM) held on September 29, 2016 from the conclusion of 32nd Annual General Meeting up to the conclusion of the 37th Annual General Meeting of the Company and havefurnishedacertificateoftheireligibilitythattheirappointmentsiswithinthelimitsspecifiedunderSection139(1)and141ofthe Companies Act, 2013 and the rules framed thereunder.

TheReportgivenbytheAuditorsontheFinancialStatementsoftheCompanyforfinancialyear2018-19formspartofthisannualreport.Therehasbeennoqualification,reservation,adverseremarksordisclaimergivenbytheAuditorintheirreportexcepttheinternalfinancialcontrolsrelatedtomangechange,manageaccessandmanageoperationsofitsITsystemandprocessesandreviewofadequacyofaccrualofcertainliabilitiesasatyearendaspartoffinancialstatementclosureprocess.Managementisinthe process of taking corrective action in this regard.

There were no fraud transactions reported by the Statutory Auditor of the Company.

ii. Cost Auditors Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, the

Company has been carrying out audit of cost records. The Board of Directors on the recommendation of Audit Committee has appointed M/s. Rao Murthy & Associates, Cost Accountants, Bengaluru (ICWA Registration No. 000065) as Cost Auditors to audit the cost records of the Company for the Financial Year 2019-20. As required under the Companies Act, 2013, a resolution seeking members’ approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the forthcoming 35th Annual General Meeting.

ACertificatefromM/s.RaoMurthy&AssociateshasbeenreceivedtotheeffectthattheirappointmentasCostAuditorsoftheCompany,ifmade,wouldbeinaccordancewiththelimitsasspecifiedunderSection141oftheActandRulesmadethereunder.

iii. Secretarial Auditors and Secretarial Audit Report The Board has appointed M/s Chandrasekaran Associates, Practicing Company Secretaries, New Delhi (ICSI Firm Registration

No. PI988DE002500) to conduct the Secretarial Audit of the Company for the Financial Year 2018-19 as required under Section 204 of the Act and rules made thereunder. The Secretarial Audit Report for the Financial Year 2018-19 is attached as Annexure II totheBoard’sReport.TheSecretarialAuditReportdoesnotcontainanyqualification,reservationoradverseremark.

The Board has re-appointed M/s Chandrasekaran Associates as Secretarial Auditors of the Company for the Financial Year 2019-20.

iv. Internal Audit and Internal Financial Control The Company has put in place, a robust internal audit system, designed to provide a reasonable assurance with regards to the

effectivenessandefficiencyofoperations,reliabilityoffinancialreportingandcompliancewithapplicablelawsandregulations.Theinhouse internal audit department of the Company is an independent and objective function, performing assurance and consulting activities designed to provide assurance over end-to-end Company processes. The intent is to add value and improve Company processes.

To supplement the audit assurance provided by the inhouseteam, the Company had also outsourced some audit work to third party auditfirms.AllthefiveessentialcomponentsofCOSOframeworki.e.controlenvironment,riskassessment,controlactivities,information-communicationandmonitoringareconsideredwhiledefiningthecontrolobjectivetobeaudited.

The annual audit plan is based on risk assessment, which is approved yearly by Audit Committee. The Company has set up a robust riskmanagementandinternalcontrolassessmentframeworkacrosstheorganizationwhichfacilitatesidentification,assessment,communication and management of risk in effective manner.


AsperrequirementsoftheAct,adetailedinternalfinancialcontrolframeworkhadbeendocumentedthroughRisk&ControlMatrix(RCMs). RCM’s are reviewed and updated on annual basis. Documented key controls are tested annually to ensure its effectiveness.

Post control testing, a diagnostic review of the Company processes is documented and communicated,highlighting existing risks and correspondingmitigationplanwith statusof previously identified risks, in compliancewith InternalFinancialControl (IFC)guidelines.

TheBoardofDirectorsappointedMr.AnuragBothraastheInternalAuditorforfinancialyear2018-19. Onreviewoftheinternalauditobservations,wecanstatethattherearenoadverseobservationsandtheInternalfinancialcontrols

areadequateandwereoperatingeffectivelyexceptfortheinternalfinancialcontrolsrelatedtomangechange,manageaccessandmanage operations of its IT system and processes and review of adequacy of accrual of certain liabilities as at year end as part of financialstatementclosureprocess.Managementisintheprocessoftakingcorrectiveactioninthisregard.

13. Subsidiary/ Joint Venture/ Associate CompaniesThe Company has no Subsidiary/ Joint Venture/ Associate Company.

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

15. Conservation of Energy and Technology absorption and Foreign Exchange Earnings and Outgo Information as per the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure III forming part of this report.

16. Share CapitalThe Paid-Up Equity Share Capital of the Company as on March 31, 2019 was Rs. 60,480,000. During the year under review, there has been no change in the Equity Share Capital of the Company.

17. Extract of Annual ReturnIn terms of the provisions of Section 92(3) of the Act read with Rule 12 (1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is given in Annexure IV in the prescribed Form MGT-9, which forms part of this report. The same is available at Company’s website on www.schneiderelectricpresident.com

18. Related Party TransactionsThe Company has formulated a policy on Related Party Transaction. All transactions entered with the Related Parties were on arm’s length basis and in ordinary course of business. The policy is available on the website of the Company at www.schneiderelectricpresident.com

19. Particulars of EmployeesThe Information required pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (‘the Rules’) in respect of employees of the Company is given in Annexure V, which forms part of this report. The same available at Company’s website on www.schneiderelectricpresident.com

20. Directors’ Responsibility StatementPursuanttoSection134(3)(c)oftheCompaniesAct,2013,theBoardconfirmsthat:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable andprudentsoastogiveatrueandfairviewofthestateofaffairsoftheCompanyattheendofthefinancialyearandoftheprofitof the Company for that period;

c) theyhavetakenproperandsufficientcareforthemaintenanceofadequateaccountingrecordsinaccordancewiththeprovisionsofthe Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;e) theyhavelaiddowninternalfinancialcontrolstobefollowedbytheCompanyandthatsuchinternalfinancialcontrolsareadequate

and were operating effectively except controls related to manage change, manage access and manage operations of its IT system andprocessandreviewofadequacyofaccrualofcertainliabilitiesasatyearendaspartoffinancialstatementclosureprocess.Management is in the process as taking corrective action in this regard.

f) they have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively; and

g) the Company has complied with the Secretarial Standards-1 (Meetings of Board of Directors), and Secretarial Standards-2 (General Meetings) issued and amended from time to time, by the Institute of Company Secretaries of India.


21. Particulars of Loans, Guarantees or InvestmentsThe details of Loans, Guarantees and Investments are given in the Schedule and Notes to the Financial Statements.

22. Material Changes and Comments affecting the Financial Position of the Company after March 31, 2019NomaterialchangesandcommitmentsaffectingthefinancialpositionoftheCompanyoccurredbetweentheendofthefinancialyearended March 31, 2019.

23. Details of significant and Material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s Operation in futureDuringtheyearunderreview,nosignificantandmaterialorderswerepassedbytheRegulatorsorCourtsorTribunalsimpactingthegoing concern status and the Company’s operations.

24. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013Pursuant to the provisions of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 read with Rules as amended up to date, the Company has constituted Internal Complaints Committees (ICCs). ICCs have been given the responsibility to receive and address the complaints received, if any, at all locations where the Company is present. The Company has also taken steps to create awareness about familiarization to the said policy having been put in place.

A report on these cases have been reported to the Audit Committee and Board of Directors of the Company on quarterly basis.

During the year under review, there were no instance of alleged sexual harassment cases reported

25. Vigil Mechanism/Whistle Blower PolicyPursuant to the provisions of Section 177 of the Act read with the Rules made thereunder, the Company has formulated and implemented Vigil Mechanism for disclosing any unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct and other improper practice or wrongful conduct by employees or directors of the Company.

During the year under review, the Company has not received complaints relating to unethical behavior, actual or suspected fraud or violation of Company’s Principles of Responsibility (POR) from any employee or directors.

26. Buy back of Securities/ Sweat Equity/ Bonus SharesThe Company has neither bought back any of its securities nor issued any sweat equity or bonus shares during the year under review.

27. Status Report-Equity Shares of the CompanyThe equity shares of the Company were listed on the Pune Stock Exchange and permitted to be traded on the BSE. Consequent to de-recognition of the Pune Stock Exchange by Securities Exchange Board of India (SEBI), BSE had suspended the trading of the equity shares of the Company effective May 22, 2015.

As per the circular issued by SEBI for the exclusively listed companies of de-recognized stock exchanges placed in the Dissemination Board, Schneider Electric South East Asia (HQ) Pte. Ltd. (“the Promoter”) had provided an exit offer on February 14, 2017 to the public shareholders of the Company at an offer price of Rs. 200.40 per share. The offer price was as per the valuation carried out by an independent valuer empaneled with the National Stock Exchange (NSE) as per the circular issued by SEBI. The public shareholders had an option to tender their shares to the Promoter until March 11, 2018 at the said price. In the exit offer provided to the public shareholders of the Company, 344 shareholders have tendered 331,939 equity shares i.e. (5.49% of the total share capital of the Company) to the Promoter of the Company.

As on March 31, 2019, Promoters of the Company hold 80.49% of the total share capital of the Company.

28. Code of Business Conduct and Ethics of the Company - Principles of ResponsibilityThe Board of the Company has adopted a Code of Conduct and Ethics (Principles of Responsibility) for the Directors and Senior Executives of the Company. The objective is to conduct the Company’s business ethically and with responsibility, integrity, fairness, transparency and honesty. It sets out a broad policy for one’s conduct in dealing with the Company, fellow Directors and Employees and with the environment in which the Company operates. The code is available on the Company’s website at www.schneiderelectricpresident.com

29. Reconciliation of Share Capital Audit for the half-yearly ended March 31, 2019In compliance with the provisions of Rule 9A sub rule 8 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, the ShareReconciliationCertificateforthehalfyearendedMarch31,2019wastakenfromthePracticingCompanySecretary.ThesaidCertificateformspartofthisReportasAnnexure VI and is available on the Company’s website at www.schneiderelectricpresident.com


30. Details of FactoriesThe details of the Company factories are as under:

Factory LocationAttibele Factory Unit-1 Plot No. 5C/1, KIADB Industrial Area, Attibele, Bengaluru - 562 107, KarnatakaAttibele Factory Unit-2 Plot No. 6A, KIADB Industrial Area, Attibele, Bengaluru - 562 107, KarnatakaPune Factory S73 & S74 Landewadi, MIDC, Bhosari, Pune – 411026

31. AcknowledgementYour Directors wish to thank all stakeholders, viz, customers, shareholders, dealers, suppliers, bankers, employees and all other business associates for the continuous support given by them to the Company and its Management.

Place: Gurugram Date: July 16, 2019

For and on Behalf of the Board of DirectorsSchneider Electric President Systems Limited

(Ranjan Pant) Chairman DIN: 00005410


ANNEXURE I

Annual Report on CSR

1. A brief outline of the Company’s CSR Policy: The Company’s CSR Policy has been framed within the objectives including overview of projects prescribed under Schedule VII of

the Companies Act, 2013 or programmes proposed to be undertaken as per the following Vision and Objective. The policy is available at the Company’s website at www.schneiderelectricpresident.com.2. Vision: Tobeanactivecontributorinraisingthecountry’shumandevelopmentindexandfulfilltheroleofaSociallyResponsibleCorporate,

with environment concerns.3. Objective: CSR activities proposed to be undertaken by the Company shall be in pursuance to Section 135 read with Schedule VII of the

Companies Act, 2013:3.1 To align and integrate the Schneider–CSR activities with the Schneider philosophy and make them outcome oriented.3.2 To sustain and continuously improve the quality of life and economic well-being of the local populace.4. The Composition of the CSR Committee:

Mr. Ramakrishna Rajasekharan Nair* Independent Director

Mr. Sugata Sircar Non-Executive Director

Mr. Swaminathan Venkatraman Non-Executive Director *Appointed as member effective November 20, 2018.5. Average net profit of the Company for last three years is Rs. 184,047,143/-6. Prescribed CSR Expenditure (2% of item 5 above) is Rs. 3,680,943/-7. Details of CSR spent during the year

a. Amount spent for the year- Rs. 3,680,943/-b. Amount Unspent, if any -Not Applicablec. Mannerinwhichtheamountspentduringthefinancialyear(AmtinRs.)isasdetailedbelow:

(1) (2) (3) (4) (5) (6) (7) (8)S. No CSR project

or activity identified

Sector in which the Project is covered

Projects or programs

(1) Local area or other

(2) Specify the State and district where projects or programs was undertaken

Amount outlay (budget) project or programs wise

Amount spent on the projects or programs

Sub – heads:

(1) Direct expenditure on projects or programs

(2) Overheads

Cumulative expenditure up to the reporting period

Amount spent: Direct or through implementing agency

1. Scholarships to BPL students pursuing the Engineering / Diploma Course

Promoting Education under Schedule 7 (II)

All India - 29,50,000

Direct Expenses

29,50,000 Schneider Electric India Foundation, Implementing Agency

2. Program to sensitize the school students towards energy and environment conservation under Conserve My Planet Program

Promoting Education under Schedule 7 (II)

NCR Region, Chandigarh, Kolkata, Mumbai, Pune, Jaipur, Goa, Bangalore, Chennai, Hyderabad

- 546,943

Direct Expenses

5,46,943 Schneider Electric India Foundation, Implementing Agency

3. Administrative Expenses including Employee Cost

184,000 184,000 Schneider Electric India Foundation, Implementing Agency

TOTAL 36,80,943 36,80,943


ANNEXURE II

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31st MARCH 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members, Schneider Electric President Systems Limited5C/1, KIADB Industrial Area,Attibele, Bangalore -562107

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Schneider Electric President Systems Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Basedonour verificationof theCompany’s books, papers,minutebooks, formsand returns filedandother recordsmaintainedby theCompanyandalso the information providedby theCompany, its officers, agents andauthorized representatives during the conduct ofsecretarialaudit,Weherebyreportthatinouropinion,theCompanyhas,duringtheauditperiodcoveringthefinancialyearendedonMarch31, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

Wehaveexaminedthebooks,papers,minutebooks,formsandreturnsfiledandotherrecordsmaintainedbytheCompanyforthefinancialyear ended on March 31, 2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder to the extent of Regulation 76; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment,

Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): Not

applicable as the Company is an Unlisted Public Company.(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (d)TheSecuritiesandExchangeBoardofIndia(ShareBasedEmployeeBenefits)Regulations,2014;(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding

the Companies Act and dealing with client to the extent of securities issued; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (h) The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018;

(vi) Theotherlaws,asinformedandcertifiedbythemanagementoftheCompanywhicharespecificallyapplicabletotheCompanybased on the sectors/ Industry are:a) Electricity Act, 2003 and the Rules made thereunder.b) Hazardous Wastes (Management and Handling) Rules, 1989.

We have also examined compliance with the applicable clauses/regulations of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations,

Guidelines, Standards, etc. mentioned above and:i. Mr. Shravan Vijaykumar Sharma and Mr. Vishar Subramanian Vasudevan, Independent Directors of the Company retired effective

closure of the Annual General Meeting (AGM) held on September 19, 2018 and the new independent directors were appointed effective November 20, 2018 and December 17, 2018 respectively. Post the retirement of the Independent Directors, the next board meeting of the Company was held on November 20, 2018 in which re-constitution of the Board, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholder’s and Relationship Committee and Finance Committee were made.

ii. The transactions with related parties were approved by the audit committee; the amount of few transactions exceeds the approved limits,whichwereratifiedbytheauditcommitteelateron.


We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors subject to as mentioned above. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent least seven days in advance except in cases where meetings were convened at a shorter notice. The Company has complied with the provision of Act for conveningthemeetingatshorternotice.Asystemexistsforseekingandobtainingfurtherinformationandclarificationsontheagendaitemsbefore the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Wefurtherreportthatduringtheauditperiod,therearenospecificevents/actionsinpursuanceoftheabovereferredlaws,rules,regulationsguidelines etc., having a major bearing on the Company’s affairs:

For Chandrasekaran AssociatesCompany Secretaries

Shashikant Tiwari(Partner)

Membership No. ACS 28994CertificateofPracticeNo.13050

Date: July 16, 2019Place: Delhi

Note: This report is to be read with our letter of even date which is annexed as Annexure-A and forms an integral part of this report.


Annexure-A

To,The Members, Schneider Electric President Systems Limited5C/1, KIADB Industrial Area,Attibele, Bangalore -562107

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of thecontentsofthesecretarialrecords.Theverificationwasdoneontherandomtestbasistoensurethatcorrectfactsarereflectedin secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. WehavenotverifiedthecorrectnessandappropriatenessoffinancialrecordsandBooksofAccountsoftheCompany.4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and

happening of events etc.5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of

management.Ourexaminationwaslimitedtotheverificationofproceduresonrandomtestbasis.6. TheSecretarialAuditreportisneitheranassuranceastothefutureviabilityoftheCompanynoroftheefficacyoreffectivenesswith

which the management has conducted the affairs of the Company.

For Chandrasekaran AssociatesCompany Secretaries

Shashikant TiwariPartner

Membership No. ACS 28994CertificateofPracticeNo.13050

Date: July 16, 2019Place: Delhi


ANNEXURE III

Conservation of Energy:

1. The Company production activity is not energy intensive. Adequate measures have been taken to optimize energy usage. Actions takeninthisregardareLowpowerconsumptionhighspeedmachines,gailgas,energyefficientmotors,starratedequipment’s,conversion of old utility equipment’s to VFD etc.

2. Following are the project in pipe line for execution to reduce energy consumption:o Gail Gas: - From traditional gas bank, changeover to piped gas, this will allow in reduction of wastages and optimize the

consumption of energy. Agreement signed in 2017 with GAIL. (Gas Authority of India)o New High-Speed Punching machine (technology and speed): Existing hydraulic machines are old and consume high power,

new highspeed servo controlled machines will save energy and cost and will also improve productivity and proposed Investment is Rs. 175,00,000/-.

o Conversion of existing Utility compressors to VDF controlled drive - Investment of Rs. 700000.o ConversiononetransformerrectifiertoIGBTrectifierinPlatingPlant-InvestmentofRs.1500000.o Maintain the power factor at 0.95 to 0.99 o Proposed for 350 KW solar power plant installation at Attibele in 2020- Investment of Rs. 25000000

3. Total energy consumption is 3441488 KWH. Consumption per unit data cannot be provided as the product are not of a standardized in nature.

B. Technology Absorption

I. Research & Development

1. SpecificareasinwhichR&DcarriedoutbytheCompany This is ongoing process in the Company to cater to market needs2. BenefitsderivedoutofaboveR&D New products developed which are reliable and energy efficient

meeting the requirements of various Segments3. Future of action Development of new product range to improve product application and

to cater to newer demands and markets.4. Expenditure on R & D

a) Capitalb) Recurring

Development work on products and applications is continuous in natureandisdebitedtoprofitandlossaccountunderrespectivehead

II. Technology Absorption

1. Efforts made towards technology absorption The Company has in-house R&D Facility, in which new products development and continual improvement in products, processes are carried out on continual basis.

2. Benefitsderivedduetoabove All products are designed in house, Proto types are then developed and tested, these products are introduced into manufacturing, adopting best process of manufacturing. There by creating values and features.

2. Details on the new product developed during the year FY 2018-19: o Designed and developed new range of enclosures and complete solution for EDGE computing and low cost data center.o New range of Out Door Enclosure: Developed enclosures for Telecom application with IP55 Capability and thermal management,

with remote monitoring that are integrated with special quality wiring harness and important accessorieso New range of enclosures for data center application was developed and is under mass production.

C. Foreign Exchange Earnings & Outgo:

Sr. No. Particulars 31.03.2019 (Rs.) 31.03.2018 (Rs.)1. Foreign Exchange earned:

a) Export of goods on FOB basis 482,297,778 378,504,176

2. Foreign Exchange outgo:a) Import of Capital Goods 2,311,593 8,339,283

b) Import of Raw Materials & Components 169,558,143 182,856,388

c) Import of Traded Goods 41,689,620 41,200,345

d) Legal and Professional fees 57,844,198 30,544,459

e) Staff Welfare Expenses 11,239,850 5,215,500

f) Freight and forwarding charges - -

g) Consumables 417,669 650,151


ANNEXURE IV

Form No. MGT-9 EXTRACT OF ANNUAL RETURN

as on the Financial Year ended on March 31, 2019

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I REGISTRATION AND OTHER DETAILS:

(i) CIN: U32109KA1984PLC079103(ii) Name of the Company: Schneider Electric President Systems Limited(iii) Category / Sub-Category of the Company: Company Limited by shares/Indian Non-Government Company(iv) Address of the Registered office and contact details: 5C/1, KIADB Industrial Area, Attibele, Bengaluru - 562107, Karnataka. Tel.

No. 91 080-67888300, Email: [email protected](v) Whether Listed Company: No(vi) Name, Address and Contact details of Registrar and Transfer Agent, if any: Universal Capital Securities Private Limited, 21,

Shakil Nivas, Mahakali Caves Road, Andheri (E) Mumbai 400 093, Telephone: +91-22-28207203-05, Fax: +91- 22-28207207, E-mail: [email protected], Contact Person: Mr. Rajesh Karlekar/ Mr. Ravi Utekar.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

SI. No.

Name and Description of main products/ services NIC Code of the Product/ service % to total turnover of the Company

1. Manufacture of other structural metal products C25119 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sl. No. Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate

% of shares held

Applicable Section

1 Schneider Electric South East Asia (HQ) Pte. Ltd., 50, Kallang Ave, Singapore 339505 NA Holding Company 80.49% 2(46)

IV. SHARE HOLDING PATTERNShareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

i) Category - wise Share Holding

Equity Share Capital Breakup as percentage of Total Equity

Category code

Category of Shareholder

No. of shares held at the beginning of the year No. of shares held at the end of the year

% change during

the yearDemat Physical Total% of Total

SharesDemat Physical Total

% of Total

Shares(A) Promoters1 Indian

(a) Individuals/ Hindu Undivided Family 0 0 0 0.00 0 0 0 0.00 0.00

(b) Central Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00(c) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00(d) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00(e) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00

(f) Any Others (Specify)

Sub Total(A)(1) 0 0 0 0.00 0 0 0 0.00 0.00


Category code



% change during



% of Total

Shares2 Foreign

a NRIs - Individuals 0 0.00 0 0.00 0.00

b Other Individuals 0 0.00 0 0.00 0.00

c Bodies Corporate 4839684 7943 4847627 80.15 4867933 0 4867933 80.49 0.34

d Banks / FI 0 0.00 0 0.00 0.00

e Any Others (Specify)

Sub Total(A)(2) 4839684 7943 4847627 80.15 4867933 0 4867933 80.49 0.34

Total Shareholding of Promoter (A)= (A)(1) + (A)(2)

4839684 7943 4847627 80.15 4867933 0 4867933 80.49 0.34

(B) Public shareholding

1 Institutions

(a) Mutual Funds 0 0 0 0.00 0 0 0.00 0.00

(b) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00

(c) Central Govt(s) 0 0.00 0 0 0.00 0.00

(d) State Govt(s) 0 0.00 0 0 0.00 0.00

(e) Venture Capital Funds 0 0.00 0 0 0.00 0.00

(f) Insurance Companies 0 0.00 0 0 0.00 0.00

(g) FIIs 0 0 0 0.00 0 0 0.00 0.00

(h) Foreign Venture Capital Funds 0 0.00 0 0.00 0.00

(i) Any Other (specify)

Sub-Total (B)(1) 0 0 0 0.00 0 0 0 0.00 0.00B 2 Non-institutions(a) Bodies Corporate(i) Indian 79721 600 80321 1.33 77311 600 77911 1.29 -0.04

(ii) Overseas 0 0.00 0 0.00 0.00

(b) Individuals

(i)

Individual shareholders holding nominal share capital up to Rs 1 lakh

537978 47075 585053 9.67 515235 46629 561864 9.29 -0.38

(ii)

Individual shareholders holding nominal share capital in excess of Rs. 1 lakh.

483182 0 483182 7.99 512358 0 512358 8.47 0.48


Category code



% change during



% of Total

Shares

(c) Others (specify)

(i) Clearing Members 4789 0 4789 0.08 4989 0 4989 0.08 0.00(ii) Trusts 0 0.00 0 0.00 0.00(iii) NRI / OCBs 5964 0 5964 0.10 2187 0 2187 0.04 -0.06

(iv) Exit offer - ESCROW A/C 20306 20306 0.34 0 0 0.00 -0.34

(v) IEPF A/C unclaimed dividend 20758 20758 0.34 20758 20758 0.34 0.00

Sub-Total (B)(2) 1152698 47675 1200373 19.85 1132838 47229 1180067 19.51 -0.34

(B)Total Public Shareholding (B)= (B)(1) + (B)(2)

1152698 47675 1200373 19.85 1132838 47229 1180067 19.51 -0.34

TOTAL (A)+(B) 5992382 55618 6048000 100.00 6000771 47229 6048000 100.00 0.00

(C)Shares held by Custodians for GDRs & ADRs

0.00 0.00

GRAND TOTAL (A)+(B)+(C) 5992382 55618 6048000 100.00 6000771 47229 6048000 100.00 0.00

(ii) Shareholding of Promoters:

Sl.No.

Shareholder's Name Shareholding at the beginning of the year Shareholding at the end of the year

% change in share holding

during the year

No. of Shares

% of total Shares of

the company

% of Shares Pledged /

encumbered to total Shares

No. of Shares

% of total Shares of the

company

% of Shares Pledged /

encumbered to total Shares

1.Schneider Electric South East Asia (HQ) Pte. Ltd.,

4847627 80.15 0.00 4867933 80.49 0.00 0.34

Total 4847627 80.15 0.00 4867933 80.49 0.00 0.34

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. No. Name of the promoter Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company

1 Schneider Electric South East Asia (HQ) Pte. Ltd.,

At the beginning / end of the year 4847627 80.15

13-04-2018 Transfer 20306 0.34 4867933 80.49

(iv) Shareholding Pattern of top Ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

Sl. No Name of the Shareholders Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

1 HITESH SATISHCHANDRA DOSHI 174206 2.88

06-04-2018 Transfer 15550 0.26 189756 3.14

2 BHANU SATISHCHANDRA DOSHI 40636 0.67 40636 0.67

3 DHEERAJ KUMAR LOHIA 34656 0.57 34656 0.57

4 KETAN DEDHIA 30038 0.50 30038 0.50


5 GLOBE CAPITAL MARKET LTD 30000 0.50 30000 0.50

6 RAHUL KANTILAL VARDHAN 25845 0.43 25845 0.43

7 SUNITA KANTILAL VARDHAN 25672 0.42 25672 0.42

8 S BRINDA 21959 0.36 21959 0.36

9 ANJU GOEL 21840 0.36

06-04-2018 Transfer -21840 -0.36 0 0.00

10 INVESTOR EDUCATION AND PROTECTION FUND 20758 0.34 20758 0.34

11 PRATIKSHA SATISHCHANDRA DOSHI 2502 0.04

06-04-2018 Transfer 22790 0.38 25292 0.42

13-042018 Transfer 1410 0.02 26702 0.44

20-04-2018 Transfer 1042 0.02 27744 0.46

27-04-2018 Transfer 1142 0.02 28886 0.48

04-05-2018 Transfer 1000 0.02 29886 0.49

11-05-2018 Transfer 3200 0.05 33086 0.55

11-01-2019 Transfer 3626 0.06 36712 0.61

12 GIRISH SARAF 14230 0.24 14230 0.24

(v) Shareholding of Directors and Key Managerial Personnel: None of the Directors/Key Managerial Personnel holds any equity shares atthebeginningoffinancialyear2018-19noracquiredanyequitysharesduringthefinancialyear2018-19.

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment:

Description Secured Loans excluding deposits (In Rs.)

Unsecured Loans(In Rs.)

Deposits (In Rs.)

Total Indebtedness (In Rs.)

Indebtednessatthebeginningofthefinancialyear

(i) Principal Amount 2,699,008 199,935,461 - 202,634,469(ii) Interest due but not paid Nil Nil - Nil(iii) Interest accrued but not due Nil 2,062,379 - 2,062,379

Total (i+ii+iii) 2,699,008 20,1997,840 - 204,696,848ChangeinIndebtednessduringthefinancialyear

-1,319,911 -20,000,000 - -21,319,911

• Addition Nil Nil - -

• Reduction Nil Nil - -Net Change -1,319,911 -20,000,000 - -21,319,911Indebtednessattheendofthefinancialyear

i) Principal Amount 1,379,097 179,935,461 - 181,314,558ii) Interest due but not paid Nil Nil - Niliii) Interest accrued but not due Nil 2,957,924 - 2,957,924Total i+ii+iii 1,379,097 182,893,385 - 184,272,482


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELS:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: NOT APPLICABLE FOR THE FINANCIAL YEAR UNDER REVIEW

SI. No. Particulars of Remuneration Name of MD/WTD/ Manager (Rs.) Total Amount (Rs.)

1. Gross Salary

Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961Value of perquisites u/s 17(2) Income-tax Act, 1961Profitsinlieuofsalaryundersection17(3)Income-taxAct, 1961

2. Stock Option

3. Sweat Equity4. Commission (Performance Incentive)

5. Others - Relocation AllowanceTotal

B. Remuneration to Other Directors: Details of the Sitting Fees paid to the Independent Directors in the FY 2018-19 as appended below:

Particulars of Remuneration Name of Independent Directors

Independent Directors

Mr. Shravan VijaykumarSharma (In Rs.)

(up to Sep 19, 2018)

Mr. Vishar Subramanian

Vasudevan (In Rs.)(up to Sep 19, 2018)

Mr. Ramakrishna Rajasekharan

Nair (In Rs)(Appointed

effective Nov 20, 2018)

Mr. Ranjan Pant (In Rs)

(Appointed effective Dec 17,

2018)

Total Amount (In Rs.)

Fee for attending Board and

Committee MeetingsCommission

Others, please specify

130,000 95,000 60,000 80,000 365,000

Total (1) 130,000 95,000 60,000 80,000 365,000

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

Sl. No. Particulars of Remuneration Key Managerial PersonnelPriyanka Gupta

(Company Secretary) (Amount in Rs.)

Damodar Kalavala (CFO) (Amount in

Rs.)

Total (Amount in Rs.)

1. Gross Salary

Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

Value of perquisites u/s 17(2) Income-tax Act, 1961 Income-tax Act, 1961

Profitsinlieuofsalaryundersection17(3)Income-taxAct,1961

1,212,447

155,081

0

3,295,264

161,664

0

4,507,711

316,745

0

2. Stock Option 0 0 03. Sweat Equity 0 0 0

4. Commission as % of profit 0 0 05. Others, please specify 0 0 0

Total 1,367,528 3,456,928 4,824,456

N I L


VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL

Type Section of the Companies Act

Brief Description

Details of Penalty/ Punishment/

Compounding fees imposed

Authority [RD/NCLT/ COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

N I L


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ANNEXURE VI

The Board of DirectorsSchneider Electric President Systems Limited5C/1, KIADB Industrial Area Attibele BangaloreKarnataka-562107

Subject: Reconciliation of Share Capital Audit for the half-yearly ended March 31, 2019

Dear Sirs,

To the best of our knowledge and according to the information and explanations given to us and as per records provided to us, we hereby certify that:

1 For the half yearly ended 31.03.2019(01.10.2018 to 31.03.2019)

2 ISIN INE155D010183 Face Value of Share Rs. 10/- each4 Name of Company Schneider Electric President Systems Limited5 RegisteredOfficeoftheCompany 5C/1, KIADB Industrial Area Attibele Bangalore, Karnataka-562107

6 Correspondence Address 9th and 10th Floor, DLF Building No 10, Tower C, DLF Cyber City, Phase – II, Gurgaon, India

7 Telephone No. 80678883008 E-mail ID [email protected]

9 Names of Exchanges where Securities of the Company are Listed Not Applicable

10

Capital StructureIssued Capital

No. of Shares Total issued Share capital (in Rupees)

% of total issued capital

60,48,000 equity shares of Rs. 10 each 6,04,80,000 100%

Total issued capital 6,04,80,000 100%

Paid Up Capital60,48,000 equity shares of Rs. 10 each 6,04,80,000 100%

Total paid up capital 6,04,80,000 100%

11 Listed Capital (Exchange wise), as per Company records:

No. of Equity Shares % of total issued equity capital

Not Applicable Not Applicable

12 Shares Held in Dematerialised Form with CDSLNo. of Equity Shares % of total issued equity capital3,68,395 6.09%

13 Shares Held in Dematerialised Form with NSDLNo. of Equity Shares % of total issued equity capital

56,32,376 93.13%

14 Shares held in Physical modeNo. of Equity Shares % of total issued equity capital47,229 0.78%

15 Total No. of Shares (12+13+14)No. of Equity Shares % of total issued equity capital60,48,000 100%

16 Reasons for Differences (if any 10 & 11 & 15) There is Difference among point 10&11&15 because the company is not a listed company.

17 Certifying the details of change in the share capital during the half yearly under consideration as per details below:

S No Particulars Number of shares

Applied for / not applied for listing

Listed on stock exchange

Whether intimated to CDSL

Whether intimated to NSDL

In principal approval pending from stock exchanges (If any)

Not Applicable

18 Register of members is updated or not, If updated, up to which date? Yes, updated up to 31.03.2019

19 Reference of previous half yearly with regard to excess dematerialization, if any NIL

20Has the Company resolved the matter mentioned in pt. 19 in the current half yearly? If not reason why?

Not Applicable

21 Mentionedbelowtotalnoofrequests,ifany,confirmedafter21daysandthetotalno.ofrequestspendingbeyond21dayswiththe reasons of delay.

Total no of Demat Requests No. of requests No. of Shares Reasons for delay/rejectionConfirmedafter21days NIL NIL NIL


Pending for more than 21 days NIL NIL NIL

22 Name, Address, Telephone & Fax nos. of the ComplianceOfficeroftheCompany

Ms. Priyanka GuptaCompany Secretary9th and 10th Floor, DLF Building No 10, Tower C, DLFCyber City, Phase – II, Gurgaon, IndiaPhone: +91-0124-3849187Fax: +91-124-422 2036

23 Name, Address, Telephone, Fax No, Reg. No. of the Auditor

Mohd. Nazim Khan (FCS-6529; CP-8245)MNK & Associates LLPCompany SecretariesG-41, Ground Floor, West Patel NagarNew Delhi - 110008Phone: +91-11-45095230Mobile: +91-9818156340

24 Appointment of common Agency for share registry, work, If yes (Name & Address)

Universal Capital Securities Private Limited(Formerly Known as Mondkar Computers Private Limited)21, Shakil Niwas, Opp. Satya Saibaba Temple, Mahakali Caves Road, Andheri (East), Mumbai-400093 Phone: +91-22-2820 7203-05/28257641Fax: +91-22-2820 7207

25

Any other detail that the Auditor may like to provide.(e.g., BIFR Company, De-listing from stock exchange, Company change its Name etc.)

NIL

For MNK & Associates LLPCompany Secretaries

Mohd Nazim Khan(Designated Partner)FCS-6529, CP-8245

Date: 15.04.2019Place: New Delhi


INDEPENDENT AUDITOR’S REPORT

To the Members of Schneider Electric President Systems Limited

Report on the Audit of the Financial Statements

Opinion

WehaveauditedtheaccompanyingfinancialstatementsofSchneiderElectricPresidentSystemsLimited(“theCompany”),whichcomprisetheBalancesheetasatMarch312019,theStatementofProfitandLoss,theCashFlowStatementfortheyearthenended,andnotestothefinancialstatements,includingasummaryofsignificantaccountingpoliciesandotherexplanatoryinformation.

Inouropinionandtothebestofourinformationandaccordingtotheexplanationsgiventous,theaforesaidfinancialstatementsgivetheinformation required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity withtheaccountingprinciplesgenerallyacceptedinIndia,ofthestateofaffairsoftheCompanyasatMarch31,2019,itsprofitanditscashflowsfortheyearendedonthatdate.

Basis for Opinion

WeconductedourauditofthefinancialstatementsinaccordancewiththeStandardsonAuditing(SAs),asspecifiedundersection143(10)of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Financial Statements’ section of our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of CharteredAccountantsofIndiatogetherwiththeethicalrequirementsthatarerelevanttoourauditofthefinancialstatementsundertheprovisionsoftheActandtheRulesthereunder,andwehavefulfilledourotherethicalresponsibilitiesinaccordancewiththeserequirementsandtheCodeofEthics.Webelievethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforourauditopiniononthefinancialstatements.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Director’sreport,butdoesnotincludethefinancialstatementsandourauditor’sreportthereon.

Ouropinionon thefinancialstatementsdoesnotcover theother informationandwedonotexpressany formofassuranceconclusionthereon.

Inconnectionwithourauditofthefinancialstatements,ourresponsibilityistoreadtheotherinformationand,indoingso,considerwhethersuchotherinformationismateriallyinconsistentwiththefinancialstatementsorourknowledgeobtainedintheauditorotherwiseappearstobe materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financialstatementsthatgiveatrueandfairviewofthefinancialposition,financialperformanceincludingothercomprehensiveincome,cashflowsandchangesinequityoftheCompanyinaccordancewiththeaccountingprinciplesgenerallyacceptedinIndia,includingtheCompanies(AccountingStandards)Rules,2006(asamended)specifiedundersection133oftheAct,readwiththeCompanies(Accounts)Rules,2014(as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, thatwere operating effectively for ensuring the accuracy and completeness of theaccountingrecords,relevanttothepreparationandpresentationofthefinancialstatementsthatgiveatrueandfairviewandarefreefrommaterial misstatement, whether due to fraud or error.

In preparing the financial statements,management is responsible for assessing theCompany’s ability to continue as a going concern,disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

ThosechargedwithgovernancearealsoresponsibleforoverseeingtheCompany’sfinancialreportingprocess.

Auditor’s Responsibilities for the Audit of the Financial Statements

Ourobjectivesaretoobtainreasonableassuranceaboutwhetherthefinancialstatementsasawholearefreefrommaterialmisstatement,whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements canarisefromfraudorerrorandareconsideredmaterialif,individuallyorintheaggregate,theycouldreasonablybeexpectedtoinfluencetheeconomicdecisionsofuserstakenonthebasisofthesefinancialstatements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identifyandassesstherisksofmaterialmisstatementofthefinancialstatements,whetherduetofraudorerror,designandperformauditproceduresresponsivetothoserisks,andobtainauditevidencethatissufficientandappropriatetoprovideabasisforour


opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtainanunderstandingof internalcontrol relevant to theaudit inorder todesignauditprocedures thatareappropriate in thecircumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequateinternalfinancialcontrolssysteminplaceandtheoperatingeffectivenessofsuchcontrols.

• Evaluatetheappropriatenessofaccountingpoliciesusedandthereasonablenessofaccountingestimatesandrelateddisclosuresmade by management.

• Concludeontheappropriatenessofmanagement’suseofthegoingconcernbasisofaccountingand,basedontheauditevidenceobtained,whetheramaterialuncertaintyexistsrelatedtoeventsorconditionsthatmaycastsignificantdoubtontheCompany’sability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the relateddisclosures in the financial statementsor, if suchdisclosuresare inadequate, tomodify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate theoverallpresentation,structureandcontentof thefinancialstatements, including thedisclosures,andwhether thefinancialstatementsrepresenttheunderlyingtransactionsandeventsinamannerthatachievesfairpresentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significantauditfindings,includinganysignificantdeficienciesininternalcontrolthatweidentifyduringouraudit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section(11)ofsection143oftheAct,wegiveinthe“Annexure1”astatementonthemattersspecifiedinparagraphs3and4of the Order.

2. As required by Section 143(3) of the Act, we report that:(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary

for the purposes of our audit;(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination

of those books;(c) TheBalanceSheet,theStatementofProfitandLossandtheCashFlowStatementdealtwithbythisReportareinagreementwith

the books of account;(d) Inouropinion,theaforesaidfinancialstatementscomplywiththeCompanies(AccountingStandards)Rules,2006(asamended)

specifiedundersection133oftheAct,readwiththeCompanies(Accounts)Rules,2014(asamended);(e) On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of

Directors,noneofthedirectorsisdisqualifiedasonMarch31,2019frombeingappointedasadirectorintermsofSection164(2)of the Act;

(f) With respect to theadequacyof the internalfinancialcontrolsoverfinancial reportingof theCompanywith reference to thesefinancialstatementsandtheoperatingeffectivenessofsuchcontrols,refertoourseparateReportin“Annexure2”tothisreport;

(g) In our opinion, the managerial remuneration for the year ended March 31, 2019 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:i. TheCompanyhasdisclosedtheimpactofpendinglitigationsonitsfinancialpositioninitsfinancialstatements–ReferNote29

(a)to(e)tothefinancialstatements;ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable

losses;iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For S.R. Batliboi & Associates LLP Chartered AccountantsICAI Firm Registration Number: 101049W/E300004

per Mahendra JainPartnerMembership Number: 205839UDIN No.: 19205839AAAAAG3809

Place: Bengaluru Date: July 16, 2019


THE ANNEXURE 1 REFERRED TO IN OUR REPORT TO THE MEMBERS OF SCHNEIDER ELECTRIC PRESIDENT SYSTEMS LIMITED (“THE COMPANY”) FOR THE YEAR ENDED MARCH 31, 2019. WE REPORT THAT:

(i) (a) The Company hasmaintained proper records showing full particulars, including quantitative details and situation of fixed assets.(b)All fixedassetshavenotbeenphysicallyverifiedby themanagementduring theyearbut there isa regularprogrammeof

verificationwhich, inouropinion, is reasonablehaving regard to thesizeof theCompanyand thenatureof itsassets.Nomaterialdiscrepancieswerenoticedonsuchverification.

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in fixedassetsareheldinthenameoftheCompany.

(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no materialdiscrepancieswerenoticedonsuchphysicalverification.Inventorieslyingwiththirdpartieshavebeenconfirmedbythemasattheyearendandnomaterialdiscrepancieswerenoticedinrespectofsuchconfirmations.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of theCompanies Act, 2013. Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities granted in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable and hence not commented upon.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture of Enclosures and relatedaccessoriesincludingelectricalequipmentsandmechanicalappliancesandareoftheopinionthatprimafacie,thespecifiedaccounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) The Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including tax deducted at source, employees’ state insurance, customs duty, professional tax, provident fund, tax collected at source, goods and services tax, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, customs duty, goods and services tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, the dues outstanding of income tax, sales tax, service tax, goods and services tax, customs duty, excise duty, value added tax and cess on account of any dispute, are as follows:

Name of the Statute Nature of dues Amount (Rs) Amount paid under protest (Rs)

Period to which it relates

Forum where the dispute is pending

The Karnataka Value Added Tax Act 2003

Value Added Tax

1,327,595 1,327,595 FY 2010-11

Deputy Commissioner of Commercial tax, Karnataka

1,789,270 1,789,270 FY 2011-12

2,802,521 2,802,521 FY 2012-13

12,159,890 FY 2013-14

19,632,503 FY 2014-15

The Maharashtra Value Added Tax Act 2002

2,412,642 - FY 2009-10

Deputy Commissioner of Commercial tax,

Maharashtra

10,778,613 4,994,326 FY 2007-08, FY 2010-11

5,183,529 2,408,143 FY 2011-12

2,626,574 1,433,328 FY 2013-14

The Customs Act, 1962 Customs Duty 2,651,825 - FY 2011-12,

2012-13Deputy Commissioner of

Customs, Bangalore

The Finance Act, 1994 ServiceTax 387,972 - FY 2010-11 Assistant Commissioner

Central Excise, Pune

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repaymentofloansorborrowingtoafinancialinstitution,bankorgovernmentorduestodebentureholders.

(ix) According to the information and explanations given by the management, the Company has not raised any money by way of initial public offer / further public offer / debt instruments and term loans hence, reporting under clause 3(ix) of the Order is not applicable to the Company and hence not commented upon.

(x) Basedupon theauditproceduresperformedfor thepurposeof reporting the trueand fairviewof thefinancialstatementsand


according to the information and explanations given by the management, we report that no fraud by the Company or no fraud on theCompanybytheofficersandemployeesoftheCompanyhasbeennoticedorreportedduringtheyear.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a Nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance withsection177and188oftheActwhereapplicableandthedetailshavebeendisclosedinthenotestothefinancialstatements,as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the company and, not commented upon.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of the Act.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.




ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF SCHNEIDER ELECTRIC PRESIDENT SYSTEMS LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

WehaveauditedtheinternalfinancialcontrolsoverfinancialreportingofSchneiderElectricPresidentSystemsLimited(“theCompany”)asofMarch31,2019inconjunctionwithourauditofthefinancialstatementsoftheCompanyfortheyearendedonthatdate.

Management’s Responsibility for Internal Financial Controls

TheCompany’sManagementisresponsibleforestablishingandmaintaininginternalfinancialcontrolsbasedontheinternalcontroloverfinancial reporting criteria establishedby theCompany considering theessential componentsof internal control stated in theGuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilitiesincludethedesign,implementationandmaintenanceofadequateinternalfinancialcontrolsthatwereoperatingeffectivelyforensuringtheorderlyandefficientconductofitsbusiness,includingadherencetotheCompany’spolicies,thesafeguardingofitsassets,the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliablefinancialinformation,asrequiredundertheAct.

Auditor’s Responsibility

Our responsibility is to express an opinion on theCompany's internal financial controls over financial reportingwith reference to thesefinancialstatementsbasedonouraudit.WeconductedourauditinaccordancewiththeGuidanceNoteonAuditofInternalFinancialControlsOverFinancialReporting(the“GuidanceNote”)andtheStandardsonAuditingasspecifiedundersection143(10)oftheAct,totheextentapplicable toanauditof internalfinancialcontrolsand,both issuedby the InstituteofCharteredAccountantsof India.ThoseStandardsand the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhetheradequateinternalfinancialcontrolsoverfinancialreportingwithreferencetothesefinancialstatementswasestablishedandmaintained and if such controls operated effectively in all material respects.

Ourauditinvolvesperformingprocedurestoobtainauditevidenceabouttheadequacyoftheinternalfinancialcontrolsoverfinancialreportingwithreferencetothesefinancialstatementsandtheiroperatingeffectiveness.Ourauditofinternalfinancialcontrolsoverfinancialreportingincluded obtaining an understanding of internal financial controls over financial reporting with reference to these financial statements,assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control


based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatementofthefinancialstatements,whetherduetofraudorerror.

Webelievethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforourqualifiedauditopinionontheinternalfinancialcontrolsoverfinancialreporting.

Meaning of Internal Financial Controls Over Financial Reporting With Reference to these Financial Statements

Acompany'sinternalfinancialcontroloverfinancialreportingwithreferencetothesefinancialstatementsisaprocessdesignedtoprovidereasonableassurance regarding the reliability of financial reportingand thepreparationof financial statements for external purposes inaccordancewithgenerallyacceptedaccountingprinciples.Acompany'sinternalfinancialcontroloverfinancialreportingwithreferencetothesefinancialstatementsincludesthosepoliciesandproceduresthat(1)pertaintothemaintenanceofrecordsthat,inreasonabledetail,accuratelyandfairlyreflectthetransactionsanddispositionsoftheassetsofthecompany;(2)providereasonableassurancethattransactionsarerecordedasnecessarytopermitpreparationoffinancialstatementsinaccordancewithgenerallyacceptedaccountingprinciples,andthat receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of thecompany'sassetsthatcouldhaveamaterialeffectonthefinancialstatements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting With Reference to these Financial Statements

Becauseoftheinherentlimitationsofinternalfinancialcontrolsoverfinancialreportingwithreferencetothesefinancialstatements,includingthe possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not bedetected.Also,projectionsofanyevaluationof the internalfinancialcontrolsoverfinancial reportingwithreference to thesefinancialstatementstofutureperiodsaresubjecttotheriskthattheinternalfinancialcontroloverfinancialreportingwithreferencetothesefinancialstatements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Qualified Opinion

Accordingtotheinformationandexplanationsgiventousandbasedonouraudit,thefollowingmaterialweaknesshavebeenidentifiedasat March 31, 2019:

(a) The Company’s internal controls system for manage change, manage access and manage operations for its IT systems and processesasattheyear-endwasnotoperatingeffectively,whichmayresultinmaterialmisstatementinthefinancialstatements.

(b) TheCompany’sinternalcontrolssystemwithregardtofinancialstatementcloseprocesswithrespecttoreviewofadequacyofaccrual of certain liabilities as at the year-end needs to be strengthened to operate effectively.

Thematter inparagraph (a)abovewas identifiedasamaterialweakness inoperatingeffectivenessof theCompany’s internalfinancialcontrolsoverfinancialreportingasatMarch31,2018.

A‘materialweakness’isadeficiency,oracombinationofdeficiencies,ininternalfinancialcontroloverfinancialreporting,suchthatthereisareasonablepossibilitythatamaterialmisstatementofthecompany'sannualorinterimfinancialstatementswillnotbepreventedordetectedon a timely basis.

Inouropinion,theCompanyhas,inallmaterialrespects,maintainedadequateinternalfinancialcontrolsoverfinancialreportingasofMarch31,2019,basedontheinternalcontroloverfinancialreportingcriteriaestablishedbytheCompanyconsideringtheessentialcomponentsofinternal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India, and except for the possible effects of the material weakness described above on the achievement of the objectives of the controlcriteria,theCompany’sinternalfinancialcontrolsoverfinancialreportingwereoperatingeffectivelyasofMarch31,2019.

Explanatory paragraph

Wealsohaveaudited,inaccordancewiththeStandardsonAuditingissuedbytheInstituteofCharteredAccountantsofIndia,asspecifiedunderSection143(10)of theAct, thefinancialstatementsofSchneiderElectricPresidentSystemsLimited,whichcomprisetheBalanceSheetasatMarch31,2019,andtherelatedStatementofProfitandLossandCashFlowStatementfortheyearthenended,andasummaryofsignificantaccountingpoliciesandotherexplanatoryinformation.Thismaterialweaknesswasconsideredindeterminingthenature,timing,andextentofaudittestsappliedinourauditoftheMarch31,2019financialstatementsofSchneiderElectricPresidentSystemsLimitedandthisreportdoesnotaffectourreportdatedJuly16,2019,whichexpressedanunqualifiedopiniononthosefinancialstatements.





Balance sheet as at 31 March 2019All amounts in Indian Rupees, unless otherwise stated

Notes 31-Mar-19 31-Mar-18Equity and liabilitiesShareholders’ fundsShare capital 3 60,480,000 60,480,000 Reserves and surplus 4 698,466,039 581,014,431

758,946,039 641,494,431 Non-current liabilitiesLong-term borrowings 5 1,066,552 2,136,767 Long-term provisions 6 26,816,658 33,580,761

27,883,210 35,717,528 Current liabilitiesShort-term borrowings 7 179,935,461 - Trade payables - total outstanding dues of micro enterprises and small enterprises 8 76,995,955 206,496,409 - total outstanding dues of creditors other than micro enterprises and small enterprises 8 512,002,171 754,984,306

Other current liabilities 8 49,494,328 245,620,892 Short-term provisions 6 32,088,805 42,091,741

850,516,720 1,249,193,348 TOTAL 1,637,345,969 1,926,405,307

AssetsNon-current assetsProperty, plant and equipment (net) 9(a) 350,073,407 352,391,782 Intangible assets (net) 9(b) 3,660,188 4,609,620 Capital work-in-progress 550,871 3,326,609 Deferred tax asset (net) 10 42,180,260 30,038,664 Long-term loans and advances 11 95,376,415 43,961,441

491,841,141 434,328,116 Current assetsInventories 12 177,751,378 322,180,222 Trade receivables 13 820,571,083 929,580,361 Cash and bank balances 14 97,155,291 157,556,177 Short-term loans and advances 11 47,366,555 80,400,839 Other current assets 15 2,660,521 2,359,592

1,145,504,828 1,492,077,191 TOTAL 1,637,345,969 1,926,405,307

Summaryofsignificantaccountingpolicies. 2.1Theaccompanyingnotesareanintegralpartofthefinancialstatements.As per our report of even date.

For S.R.Batliboi & Associates LLP For and on behalf of the Board of Directors ofChartered Accountants Schneider Electric President Systems LimitedICAI Firm Registration Number: 101049W/E300004 Swaminathan Venkatraman Sugata Sircar Director Director DIN: 03139440 DIN: 01119161

per Mahendra Jain Priyanka Gupta Damodar Kalavala Partner CompanySecretary ChiefFinancialOfficer Membership Number: 205839 Membership No: 9355 PAN No: ADUPD4195J Place: Bengaluru Place: GurugramDate: 16 July 2019 Date: 16 July 2019


Statement of profit and loss for the year ended 31 March 2019All amounts in Indian Rupees, unless otherwise stated

Notes 31-Mar-19 31-Mar-18IncomeRevenue from operations (gross) 16 3,057,840,317 3,310,327,956 Less - excise duty - (72,518,529)Revenue from operations (net) 3,057,840,317 3,237,809,427 Other income 17 6,254,220 7,114,742 Total revenue (i) 3,064,094,537 3,244,924,169

ExpensesCost of materials and components consumed 18 1,948,565,680 2,199,557,673 Purchase of traded goods 19 78,334,341 98,039,035 (Increase)/decreaseininventoriesoffinishedgoods,work-in-progress and traded goods 19 83,441,115 (3411,024)

Employeebenefitsexpenses 20 277,343,819 265,735,154 Depreciation and amortization expense 21 52,369,644 51,617,301 Finance costs 22 20,637,987 20,196,192 Other expenses 23 416,343,235 424,220,127 Total expenses (ii) 2,877,035,821 3,055,954,458

Profit before tax (i - ii) 187,058,716 188,969,711 6.10% 5.82%

Tax expenses Current tax-Pertainingtoprofitforthecurrentyear 81,748,703 85,163,155 - Adjustment of tax relating to earlier years - (7,827,507)Deferred tax expense / (credit) (12,141,595) (19,487,434)Total tax expenses 69,607,108 57,848,214 Profit after tax 117,451,608 131,121,497

3.83% 4.04%Earnings per equity share [nominal value of share Rs. 10 (31 March 2018: Rs. 10)]Basic 19.42 21.68 Diluted 19.42 21.68

Number of shares used in computing earning per shareBasic 6,048,000 6,048,000 Diluted 6,048,000 6,048,000

Summaryofsignificantaccountingpolicies. 2.1

Theaccompanyingnotesareanintegralpartofthefinancialstatements.As per our report of even date.

For S.R.Batliboi & Associates LLP For and on behalf of the Board of Directors ofChartered Accountants Schneider Electric President Systems LimitedICAI Firm Registration Number: 101049W/E300004

Swaminathan Venkatraman Sugata Sircar Director Director DIN: 03139440 DIN: 01119161

per Mahendra Jain Priyanka Gupta Damodar KalavalaPartner CompanySecretary ChiefFinancialOfficerMembership Number: 205839 Membership No: 9355 PAN No: ADUPD4195J

Place: Bengaluru Place: GurugramDate: 16 July 2019 Date: 16 July 2019


Cash flow statement for the year ended 31 March 2019All amounts in Indian Rupees, unless otherwise stated

31-Mar-19 31-Mar-18A. CASH FLOW FROM OPERATING ACTIVITIES Note

Netprofitbeforetax 187,058,716 188,969,711 Adjustments for:Depreciation and amortisation 52,369,644 51,617,301 Loss/Gainonsale/disposaloffixedassets(net) (557,150) 3,446,332 Bad debts / advances written off - 5,735,984 Provision for doubtful debts/advances (net) 29,601,038 56,127,885 Unrealised foreign exchange (gain)/ loss (net) 1,576,090 (854,181)Interest expense 17,536,129 17,283,566 Interest income (394,270) (861,464)Operating profit before working capital changes 287,190,197 321,465,134 Movements in working capital:(Increase) / decrease in trade receivables 73,885,222 (261,084,460)(Increase) / decrease in other current assets (282,189) (2,359,592)(Increase) / decrease in loans and advances (12,643,656) 4,386,907 (Increase) / decrease in inventories 144,428,844 (3,702,779)Increase / (decrease) in trade payables (371,463,052) 199,659,349 Increase / (decrease) in other liabilities and provisions (5,116,027) 18,637,388 Cash generated from operations 115,999,339 277,001,947Direct taxes paid (net of refunds) (91,775,692) (82,338,763)NET CASH GENERATED FROM / (USED IN) OPERATING ACTIVITIES (A) 24,223,647 194,663,184

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of property, plant and equipment and intangible assets (including capital work in progress and capital advances) (48,049,650) (42,046,521)

Proceeds from sale/discard of property, plant and equipment 2,280,702 3,415,770 Maturity of bank deposits (having original maturity of more than three months) - 165,000 Interest received 375,530 906,438 NET CASH USED IN INVESTING ACTIVITIES (B) (45,393,418) (37,559,313)

C. CASH FLOW FROM FINANCING ACTIVITIESRepayments of short term borrowings (20,000,000) (42,350,964)Proceeds from short term borrowings - 32,350,964 Repayment of long term borrowings including lease obligations (1,319,911) (340,753)Interest paid (16,823,452) (16,396,121)NET CASH (USED IN) / GENERATED FROM FINANCING ACTIVITIES (C) (38,143,363) (26,736,874)

Net increase in cash and cash equivalents (A+B+C) (59,313,134) 130,366,997 Cash and cash equivalents at the beginning of the year 157,556,177 27,380,423 Effects of changes in exchange rates on cash and cash equivalents (1,087,752) (191,243)Cash and cash equivalents at the end of the year 97,155,291 157,556,177

Components of cash and cash equivalents (note 14)Balance with scheduled banks in deposit accounts– In current accounts 21,378,863 143,363,876 – In deposit accounts 40,000,000 - – In Exchange Earners Foreign Currency (EEFC) accounts 35,776,428 14,192,301

97,155,291 157,556,177

Summaryofsignificantaccountingpolicies. 2.1Theaccompanyingnotesareanintegralpartofthefinancialstatements.As per our report of even date.

For S.R.Batliboi & Associates LLP For and on behalf of the Board of Directors of Chartered Accountants Schneider Electric President Systems Limited ICAI Firm Registration Number: 101049W/E300004 Swaminathan Venkatraman Sugata Sircar Director Director DIN: 03139440 DIN: 01119161per Mahendra Jain Priyanka Gupta Damodar KalavalaPartner CompanySecretary ChiefFinancialOfficerMembership Number: 205839 Membership No: 9355 PAN No: ADUPD4195J

Place: Bengaluru Place: Gurugram Date: 16 July 2019 Date: 16 July 2019


Notes to financial statements for the year ended 31 March 2019

1. Corporate InformationSchneider Electric President Systems Limited (‘SEPSL’ or ‘the Company’) is a designer, manufacturer and supplier of standard and customized enclosure systems for over 30 years in 19-inch enclosures for IT and Telecom infrastructure, systems management and operations.

The Company’s operations predominantly relate to manufacture of enclosures, card frames, components and accessories and trading of electrical equipments. The Company is a manufacturer in India offering standard and customized enclosure solutions, including card frames and components, with a focus on the IT/Networking and ITES, Telecom, General and Industrial Electronics sectors.

TheCompanyalsohasanationwidenetworkofsalesoffices,representativesanddistributorstosupportcustomerswherevertheymayneed assistance for installation, commissioning and on-going services.

2. Basis of preparationThefinancialstatementsoftheCompanyhavebeenpreparedinaccordancewiththegenerallyacceptedaccountingprinciplesinIndia(IndianGAAP).TheCompanyhaspreparedthesefinancialstatementstocomplyinallmaterialrespectswiththeaccountingstandardsspecifiedundersection133oftheCompaniesAct2013includingtheCompanies(AccountingStandards)AmendmentRules,2006(asamended from time to time), read with Companies (Accounts) Rules, 2014 (as amended).

Thefinancialstatementshavebeenpreparedonanaccrualbasisandunderthehistoricalcostconventionunlessstatedotherwise.Theaccountingpoliciesadoptedinthepreparationoffinancialstatementsareconsistentwiththoseofpreviousyear.

2.1. Summary of significant accounting policiesa. Use of estimates

ThepreparationoffinancialstatementsinconformitywithIndianGAAPrequiresthemanagementtomakejudgments,estimatesandassumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based on the management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

b. Property, Plant and Equipment

Property, Plant and Equipment, capital work in progress are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.

Subsequentexpenditurerelatedtoanitemoffixedassetisaddedtoitsbookvalueonlyifitincreasesthefuturebenefitsfromtheexistingassetbeyonditspreviouslyassessedstandardofperformance.Allotherexpensesonexistingfixedassets,includingday-to-dayrepairandmaintenanceexpenditureandcostofreplacingparts,arechargedtothestatementofprofitandlossfortheperiodduringwhichsuch expenses are incurred.

Itemsofstoresandsparesthatmeetthedefinitionofproperty,plantandequipmentarecapitalizedatcostanddepreciatedovertheirusefullife.Otherwise,suchitemsareclassifiedasinventories.

Gainsorlossesarisingfromderecognitionoffixedassetsaremeasuredasthedifferencebetweenthenetdisposalproceedsandthecarryingamountoftheassetandarerecognizedinthestatementofprofitandlosswhentheassetisderecognized.

TheCompanyidentifiesanddeterminescostofeachcomponent/partoftheassetseparately,ifthecomponent/parthasacostwhichissignificanttothetotalcostoftheassetandhasusefullifethatismateriallydifferentfromthatoftheremainingasset.

Advancespaidtowardstheacquisitionoffixedassetsaredisclosedas“Capitaladvances”underLoansandAdvancesandthecostofassets not ready to be put to use as at the balance sheet date are disclosed as ‘Capital work-in-progress’.

c. Depreciation on property, plant and equipment

Depreciationonfixedassetsiscalculatedonastraight-linebasisusingtheratesarrivedatbasedontheusefullivesestimatedbythemanagement.TheCompanyhasusedthefollowingratestoprovidedepreciationonitsfixedassets.

Useful lives estimated by the management (years)

Factory buildings* 3-30

Officebuildings 30

Plant and equipment 15

Computer hardware* 1-3

Furnitureandfixtures 10

Vehicles 5

Tools, dies and jigs* 1-15

Officeequipment 5



*For these classes of assets, where the estimated useful lives are different from lives prescribed under Schedule II, management has estimated these useful lives after taking into consideration technical assessment, prior asset usage experience and the risk of technological obsolescence.

Leasehold land is amortized on a straight line basis over the period of lease.

Depreciation is provided on pro-rata basis from/up to the date of purchase or disposal, for asset purchased or sold during the year.

d. Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any.

Intangible assets are amortized on a straight line basis over the estimated useful economic life. Patents and trademarks, computer softwareanddesignsandcopyrightsareamortizedoveraperiodofnineyears,sixyearsandfiveyearsrespectively,fromthedateavailable for use. All other intangible assets are assessed for impairment whenever there is an indication that the intangible asset may be impaired.

Theamortizationperiodandtheamortizationmethodarereviewedatleastateachfinancialyearend.Iftheexpectedusefullifeoftheassetissignificantlydifferentfrompreviousestimates,theamortizationperiodischangedaccordingly.Iftherehasbeenasignificantchangeintheexpectedpatternofeconomicbenefitsfromtheasset,theamortizationmethodischangedtoreflectthechangedpattern.SuchchangesareaccountedforinaccordancewithAS5NetProfitorLossforthePeriod,PriorPeriodItemsandChangesinAccountingPolicies.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and thecarryingamountoftheassetandarerecognizedinthestatementofprofitandlosswhentheassetisderecognized.

e. Leases

Financeleases,whicheffectivelytransfertotheCompanysubstantiallyalltherisksandbenefitsincidentaltoownershipoftheleaseditem, are capitalized at the inception of the lease term at the lower of the fair value of the leased property and present value of minimum leasepayments.Leasepaymentsareapportionedbetweenthefinancechargesandreductionoftheleaseliabilitysoastoachieveaconstantrateofinterestontheremainingbalanceoftheliability.Financechargesarerecognizedasfinancecostsinthestatementofprofitandloss.Leasemanagementfees,legalchargesandotherinitialdirectcostsofleasearecapitalized.

A leased asset is depreciated on a straight-line basis over the useful life of the asset. However, if there is no reasonable certainty that the Company will obtain the ownership by the end of the lease term, the capitalized asset is depreciated on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term.

Leases,wherethelessoreffectivelyretainssubstantiallyall therisksandbenefitsofownershipoftheleaseditem,areclassifiedasoperatingleases.Operatingleasepaymentsarerecognizedasanexpenseinthestatementofprofitandlossonastraight-linebasisover the lease term.

f. Borrowing costs

Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur.

g. Impairment of property, plant and equipment and intangible assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating units (CGU) net selling price and its value in use. The recoverable amount is determinedforanindividualasset,unlesstheassetdoesnotgeneratecashinflowsthatarelargelyindependentofthosefromotherassets or groups of assets.

Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down toitsrecoverableamount.Inassessingvalueinuse,theestimatedfuturecashflowsarediscountedtotheirpresentvalueusingapre-taxdiscountratethatreflectscurrentmarketassessmentsofthetimevalueofmoneyandtherisksspecifictotheasset.Indeterminingnetsellingprice,recentmarkettransactionsaretakenintoaccount,ifavailable.Ifnosuchtransactionscanbeidentified,anappropriatevaluation model is used.

The Company bases its impairment calculation on detailed budgets and forecast calculations which are prepared separately for each of the Company’s cash-generating units to which the individual assets are allocated. These budgets and forecast calculations are generally coveringaperiodoffiveyears.Forlongerperiods,alongtermgrowthrateiscalculatedandappliedtoprojectfuturecashflowsafterthefifthyear.

Impairmentlossesofcontinuingoperations,includingimpairmentoninventories,arerecognizedinthestatementofprofitandloss.

After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.



h. Inventories

Raw materials, components, stores and spares are valued at lower of cost and net realizable value. However, materials and other items heldforuseintheproductionofinventoriesarenotwrittendownbelowcostifthefinishedproductsinwhichtheywillbeincorporatedareexpectedtobesoldatorabovecost.Costofrawmaterials,componentsandstoresandsparesisdeterminedonfirst-in-first-outbasis.

Work-in-progressandfinishedgoodsarevaluedatlowerofcostandnetrealizablevalue.Costincludesdirectmaterialsandlabourandaproportionofmanufacturingoverheadsbasedonnormaloperatingcapacity.Costofworkinprogressandfinishedgoods(includingexciseduty)isdeterminedonfirst-in-first-outbasis.

Traded goods are valued at lower of cost and net realizable value. Cost includes cost of purchase and other costs incurred in bringing theinventoriestotheirpresentlocationandcondition.Costisdeterminedonfirst-in-first-outbasis.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.

Provision for inventory obsolescence is assessed and adjusted from the gross value of the inventory.

i. Revenue recognition

Revenueisrecognizedtotheextentthatit isprobablethattheeconomicbenefitswillflowtotheCompanyandtherevenuecanbereliablymeasured.Thefollowingspecificrecognitioncriteriamustalsobemetbeforerevenueisrecognized:

Sale of goods

Revenuefromsaleofgoodsisrecognizedwhenallthesignificantrisksandrewardsofownershipofthegoodshavebeenpassedtothebuyer, usually on delivery of the goods. The Company collects sales taxes, value added taxes (VAT) and goods and service tax (GST) onbehalfofthegovernmentand,therefore,thesearenoteconomicbenefitsflowingtotheCompany.Hence,theyareexcludedfromrevenue. Excise duty deducted from revenue (gross) is the amount that is included in the revenue (gross) and not the entire amount of liability arising during the year.

The amount recognized as sale is exclusive of trade discounts.

Income from services

Service income primarily comprises income from commissioning and installation, service charges, processing charges and commission income and is recognized on accrual basis as per the terms and over the period of the contract with the customers, as and when the servicesarerendered.TheCompanycollectsservicetaxonbehalfofthegovernmentandtherefore,itisnotaneconomicbenefitflowingto the Company. Hence it is excluded from revenue.

Interest Income

Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate.

Other Income

Export incentives are recognized as income when the right to receive credit as per the terms of the scheme is established in respect of theexportsmadeandwherethereisnosignificantuncertaintyregardingtheultimatecollectionoftherelevantexportproceeds.

j. Foreign currency translation

Foreign currency transactions and balances

Initial recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

Conversion

Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date. Non-monetary items, measured in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the transaction.

Exchange differences

The Company accounts for exchange differences arising on translation/settlement of foreign currency monetary items as income or as expenses in the period in which they arise.

k. Retirement and other employee benefits

Retirementbenefitintheformofprovidentfundisadefinedcontributionscheme.Thecontributionstotheprovidentfundarechargedtothestatementofprofitandlossfortheyearasanexpenditure,whenanemployeerenderstherelatedservice.TheCompanyhasnoobligation, other than the contribution payable to the provident fund.



TheCompanyoperatesdefinedbenefitplanforitsemployees,viz.gratuity.Thecostsofprovidingbenefitsundertheplanaredeterminedon the basis of actuarial valuation at each year-end. Actuarial valuation is carried out for the plan using the projected unit credit method. Actuarialgainsandlossesfordefinedbenefitplanarerecognizedinfullintheperiodinwhichtheyoccurinthestatementofprofitandloss.

Accumulatedleave,whichisexpectedtobeutilizedwithinthenext12months,istreatedasshort-termemployeebenefit.TheCompanymeasures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.

TheCompany treats accumulated leaveexpected to be carried forwardbeyond twelvemonths, as long-termemployeebenefit formeasurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unitcreditmethodattheyear-end.Actuarialgains/lossesareimmediatelytakentothestatementofprofitandlossandarenotdeferred.The Company presents the entire leave as a current liability in the balance sheet, since it does not have an unconditional right to defer its settlement for 12 months after the reporting date.

TheCompanyrecognizesterminationbenefitasaliabilityandanexpensewhentheCompanyhasapresentobligationasaresultofpastevent,itisprobablethatanoutflowofresourcesembodyingeconomicbenefitswillberequiredtosettletheobligationandareliableestimatecanbemadeoftheamountoftheobligation.Iftheterminationbenefitsfallduemorethan12monthsafterthebalancesheetdate,theyaremeasuredatpresentvalueoffuturecashflowsusingthediscountratedeterminedbyreferencetomarketyieldsatthebalance sheet date on government bonds.

l. Income taxes

Tax expense comprises current and deferred tax. Current income-tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax jurisdictions where the Company operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognized directly in equity is recognized in equity and not in the statement of profitandloss.

Deferredincometaxesreflecttheimpactoftimingdifferencesbetweentaxableincomeandaccountingincomeoriginatingduringthecurrent year and reversal of timing differences for the earlier years. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted at the reporting date. Deferred income tax relating to items recognized directly in equity is recognized in equity andnotinthestatementofprofitandloss.

Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are recognized for deductible timing differencesonlytotheextentthatthereisreasonablecertaintythatsufficientfuturetaxableincomewillbeavailableagainstwhichsuchdeferred tax assets can be realized. In situations where the Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against futuretaxableprofits.

At each reporting date, the Company re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred tax asset to theextentthatithasbecomereasonablycertainorvirtuallycertain,asthecasemaybe,thatsufficientfuturetaxableincomewillbeavailable against which such deferred tax assets can be realized.

The carrying amount of deferred tax assets are reviewed at each reporting date. The Company writes-down the carrying amount of deferredtaxassettotheextentthatitisnolongerreasonablycertainorvirtuallycertain,asthecasemaybe,thatsufficientfuturetaxableincome will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonablycertainorvirtuallycertain,asthecasemaybe,thatsufficientfuturetaxableincomewillbeavailable.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set-off current tax assets against current tax liabilities and the deferred tax assets and deferred taxes relate to the same taxable entity and the same taxation authority.

MinimumAlternateTax(MAT)paidinayearischargedtothestatementofprofitandlossascurrenttax.TheCompanyrecognizesMATcredit available as an asset only to the extent that there is convincing evidence that the Company will pay normal income tax during thespecifiedperiod,i.e.,theperiodforwhichMATcreditisallowedtobecarriedforward.IntheyearinwhichtheCompanyrecognizesMAT credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax undertheIncome-taxAct,1961,thesaidassetiscreatedbywayofcredittothestatementofprofitandlossandshownas“MATCreditEntitlement.” The Company reviews the “MAT credit entitlement” asset at each reporting date and writes down the asset to the extent the Companydoesnothaveconvincingevidencethatitwillpaynormaltaxduringthespecifiedperiod.

m. Segment reporting

Identification of segments

The Company’s operating businesses are organized and managed separately according to the nature of products and services provided; with each segment representing a strategic business unit that offers different products and serves different markets. The analysis of geographical segments is based on the areas in which major operating divisions of the Company operate.

Inter-segment transfers

The Company generally accounts for intersegment sales and transfers at cost plus appropriate margins.



Allocation of common costs

Common allocable costs are allocated to each segment according to the relative contribution of each segment to the total common costs.

Unallocated items

Unallocated items include general corporate income and expense items which are not allocated to any business segment.

Segment accounting policies

The Company prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financialstatementsoftheCompanyasawhole.

n. Earnings Per Share

Basicearningspersharearecalculatedbydividingthenetprofitorlossfortheperiodattributabletoequityshareholdersbytheweightedaverage number of equity shares outstanding during the period.

Forthepurposeofcalculatingdilutedearningspershare,thenetprofitorlossfortheperiodattributabletoequityshareholdersandtheweighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. The effects of anti-dilutive potential equity shares are not considered in calculating dilutive earnings per share.

As at the balance sheet date, the Company does not have any dilutive potential equity shares.

o. Provisions

AprovisionisrecognizedwhentheCompanyhasapresentobligationasaresultofpastevent,itisprobablethatanoutflowofresourcesembodyingeconomicbenefitswillberequiredtosettletheobligationandareliableestimatecanbemadeoftheamountoftheobligation.Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at thereportingdate.Theseestimatesarereviewedateachreportingdateandadjustedtoreflectthecurrentbestestimates.

Where the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented inthestatementofprofitandlossnetofanyreimbursement.

Warranty Provisions:

Provisions for warranty-related costs are recognized when the product is sold or service is provided. Provision is based on historical experience. The estimate of such warranty related costs is revised at each reporting date.

p. Contingent liabilities

Acontingentliabilityisapossibleobligationthatarisesfrompasteventswhoseexistencewillbeconfirmedbytheoccurrenceornon-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflowof resourceswill be required to settle the obligation.A contingent liability also arises inextremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognizeacontingentliabilitybutdisclosesitsexistenceinthefinancialstatements.

q. Cash and cash equivalents

Cashandcashequivalentsforthepurposesofcashflowstatementcomprisecashatbankandonhand,demanddepositsandshort-term investments with an original maturity of three months or less.


Notes to financial statements for the year ended 31 March 2019All amounts in Indian Rupees, unless otherwise stated

3 Share capital 31-Mar-19 31-Mar-18Authorized shares12,000,000 (31 March 2018: 12,000,000) equity shares of Rs 10 each 120,000,000 120,000,000

Issued, subscribed and fully paid-up shares 6,048,000 (31 March 2018: 6,048,000) equity shares of Rs 10 each fully paid up (note 39)

60,480,000 60,480,000

(includes 1,243,500 (31 March 2018: 1,243,500) bonus shares issued by capitalisation of reserves and securities premium)

Total issued, subscribed and fully paid-up share capital 60,480,000 60,480,000

(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Equity Shares 31-Mar-19 31-Mar-18No. Amount No. Amount

At the beginning of the period 6,048,000 60,480,000 6,048,000 60,480,000 Outstanding at the end of the period 6,048,000 60,480,000 6,048,000 60,480,000

(b) Terms/ rights attached to equity sharesThe Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity is entitled to one vote per share. The Company declares and pays dividend in Indian rupees.

In event of liquidation of the Company, the holders of equity shares would be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(c) Shares held by ultimate holding company and subsidiaries and associates of holding company and ultimate holding companyOut of equity shares issued by the Company, shares held by its Holding Company are as below:

31-Mar-19 31-Mar-18Schneider Electric South East Asia (HQ) Pte Limited4,867,933 (31 March 2018: 4,847,627) equity shares of Rs. 10 each fully paid up (note 39)

48,679,330 48,476,270

(d) Details of shareholders holding more than 5% shares in the Company

31-Mar-19 31-Mar-18

No. % holding No. % holdingEquity shares of Rs. 10 each fully paidSchneider Electric South East Asia (HQ) Pte Limited 4,867,933 80.49% 4,847,627 80.15%

As per records of the Company, including its register of shareholders/ members and other declaration received from shareholders regardingbeneficialinterest,theaboveshareholdingrepresentbothlegalandbeneficialownershipofshares.

4 Reserves and surplus 31-Mar-19 31-Mar-18

Securities premium account 81,695,875 81,695,875 Capital Reserve (represents capital profit on equity shares forfeited) 166,000 166,000 General reserve 44,000,000 44,000,000

Surplus in the statement of profit and lossBalanceasperlastfinancialstatements 455,152,556 324,031,059 Profitfortheyear 117,451,608 131,121,497 Net surplus in the statement of profit and loss 572,604,164 455,152,556 Total reserves and surplus 698,466,039 581,014,431


5 Long-term borrowings Non-current portion Current maturities31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18

Other loans and advancesFinance lease obligation (secured) (i) 1,066,552 2,136,767 312,545 562,241 Loans from fellow subsidiaries (unsecured) (ii) (note 27) - - - 199,935,461

1,066,552 2,136,767 312,545 200,497,702 The above amount includesSecured borrowings 1,066,552 2,136,767 312,545 562,241 Unsecured borrowings - - - 199,935,461 Amount disclosed under the head “other current liabilities” (note 8) - - (312,545) (200,497,702)Net amount 1,066,552 2,136,767 - -

i) Finance lease obligation is secured by hypothecation of vehicles taken on lease. The same is payable in 48 monthly instalments each carrying an effective interest rate of 7.33% p.a.

ii) Loans from a fellow subsidiary amounting to Rs. 129,935,461 (31 March 2018: Rs. 149,935,461) carry interest @ 6% p.a. The loan was repayable on 31 October 2018, although the Company had an option to prepay the aforesaid borrowing at its own discretion. During the current year, the tenure of such loan is extended up to 31 October 2019, basis addendums to the agreement entered into by the Company. The interest rate is revised to 7.15% effective 1 November 2018. The Company has re-paid Rs. 20,000,000 of the aforesaid loan during the year.

During earlier years, the Company had borrowed Rs. 50,000,000 from its fellow subsidiary, primarily to facilitate its working capital requirements. Basis subsequent addendums, the repayment period was extended upto 25 July 2018. During the current year, the tenure of such loan has been further extended upto 25 July 2019 and the interest rate has been revised from 6.12 % to 6.85 %.

Astenureoftheaboveloanshasbeenextendedforaperiodoflessthanoneyear,thesehavebeenclassifiedasshorttermborrowings.Refer note 7.

6 Provisions Long-term Short-term31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18

Provision for employee benefitsProvision for gratuity (note 24) 21,833,715 26,555,076 8,071,516 8,395,494 Provisionforleavebenefits - - 13,325,539 12,282,917

Other provisionsProvision for warranty (i) 4,982,943 7,025,685 4,076,208 5,584,419 Provision for income tax (net) - - 6,615,542 15,828,911

26,816,658 33,580,761 32,088,805 42,091,741

i) Provision for warranty

TheCompanyhasadefinedwarrantypolicyformanufacturedgoodssold.TheCompanyisprimarilyinthebusinessofmanufacturingof enclosures and in certain cases these enclosures are assembled with third party bought-out items. Accordingly, the management creates provisions on such products covered under warranty, basis the past failure rates of these items. Assumptions used to calculate the provision for warranty are based on current sales levels and current information available about the expected returns based on the warranty period for all products sold. The table below gives information about movement in warranty provision.

At the beginning of the year 12,610,104 13,743,563 Arising during the year, net of reversals (3,201,310) (1,030,107)Utilized during the year (349,643) (103,352)As at the end of the year 9,059,151 12,610,104

31-Mar-19 31-Mar-187 Short-term borrowings

Loans from fellow subsidiary (unsecured) (note 27 and note 5) 179,935,461 - 179,935,461 -



8 Trade payables and other liabilities (including acceptances) Current31-Mar-19 31-Mar-18

Trade payables*

- total outstanding dues of micro enterprises and small enterprises (note 31) 76,995,955 206,496,409 - total outstanding dues of creditors other than micro enterprises and small enterprises 512,002,171 754,984,306

588,998,126 961,480,715 Other liabilities

Current maturities of long-term borrowings (note 5)* - 199,935,461

Currentmaturitiesoffinanceleaseobligation(note5) 312,545 562,241

Interest accrued and due on borrowings* 2,957,924 2,062,379

Interest accrued and due on payables to micro and small enterprises (note 31)

10,586,204 9,047,180

Security deposit payable 1,405,022 1,405,022

Advance from customers 2,246,909 2,722,287

Employees payable 20,781,320 24,054,808

Statutory dues payable 11,204,404 5,831,514

49,494,328 245,620,892

638,492,454 1,207,101,607

* Refer note 27 for payables to related parties.



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a.Building–Office,includesRs500(31March2018:Rs500)representingcostofunquotedfullypaidsharesinco-operativehousingsociety.

b.Building–Factory,includesthoseconstructedonleaseholdlandandVehicleincludescarstakenonfinanceleaseasrepresentedintable1below:


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10 Deferred tax asset (net) 31-Mar-19 31-Mar-18Deferred tax liabilityFixed assets: Impact of difference between tax depreciation and depreciation/amortizationchargedforthefinancialreporting

24,517,708 26,864,272

Deferred tax assetImpactofexpenditurechargedtothestatementofprofitandlossinthecurrent year but allowed for tax purposes in subsequent years

66,697,968 56,902,936

Net deferred tax asset 42,180,260 30,038,664

11 Loans and advances Non-current Current31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18

Unsecured, considered doubtfulDues from statutory authorities 22,191,912 18,871,589 25,786,060 43,588,819 Unsecured, considered goodDues from statutory authorities 86,092,961 34,339,875 25,775,972 61,814,584 Security deposit 4,852,893 4,585,315 - - Advance to suppliers - - 4,499,030 8,827,407 Advance income-tax (net) 4,430,561 4,430,561 - - Prepaid expenses - 605,690 12,229,415 7,355,759 Dues from employees - - 4,862,138 1,225,394 Others - - - 1,177,695

117,568,327 62,833,030 73,152,615 123,989,658 Less: provision for doubtful advances (22,191,912) (18,871,589) (25,786,060) (43,588,819)

95,376,415 43,961,441 47,366,555 80,400,839 12 Inventories (valued at lower of cost and net realizable value)

Raw materials and components (includes in transit Rs.11,294,441 (31 March 2018: Rs.12,951,660)) (note 18)

111,813,702 172,801,431

Work-in-progress (note 19) 30,081,894 60,402,307 Finished goods (including stock-in-transit Rs.8,395,543 (31 March 2018: Rs.62,393,917)) (note 19)

35,182,248 83,386,464

Traded goods (including stock-in-transit Rs. Nil (31 March 2018: Rs.4,277,768)) (note 19)

673,534 5,590,020

177,751,378 322,180,222 13 Trade receivable *

Outstanding for a period exceeding six months from the date they are due for paymentUnsecured, considered good 74,068,761 49,528,976 Doubtful 96,329,379 63,491,208

170398,140 113,020,184 Provision for doubtful trade receivables (96,329,379) (63,491,208)

74,068,761 49,528,976 Other receivablesUnsecured, considered good 746,502,322 880,051,385 Doubtful 3,526,186 2,748,177

750,028,508 882,799,562 Provision for doubtful trade receivables (3,526,186) (2,748,177)

746,502,322 880,051,385 820,571,083 929,580,361

* Refer note 27 for receivable from related parties.

14 Cash and bank balancesCash and cash equivalentsBalances with banks:– On current accounts 21,378,863 143,363,876 – Deposits with original maturity of less than three months 40,000,000 - – On Exchange Earners Foreign Currency (EEFC) accounts 35,776,428 14,192,301

97,155,291 157,556,177


16 Revenue from operations 31-Mar-19 31-Mar-18Sale of productsManufacturing 2,838,533,818 3,092,366,557 Trading 110,674,150 125,771,430

2,949,207,968 3,218,137,987

Sale of services 82,115,909 65,671,779

Other operating revenueSale of scrap 8,550,491 6,150,254

Exportbenefits(includesRs.Nil(31March2018:Rs.7,865,751)pertainingtoearlieryears) 17,965,949 20,367,936

26,516,440 26,518,190 Revenue from operations (gross) 3,057,840,317 3,310,327,956

Less - Excise duty # - (72,518,529)

Revenue from operations (net) 3,057,840,317 3,237,809,427

#ExcisedutyonsalesamountingtoRs.Nil(31March2018:Rs.72,518,529)hasbeenreducedfromsalesinthestatementofprofitand loss and excise duty on (increase)/decrease in stock amounting to Rs. Nil (31 March 2018: Rs. 1,900,034) has been considered asexpenseinnote19ofthefinancialstatements.Revenue from operations for the year ended 31 March 2018 includes excise duty for periods up to 30 June 2017. From 1 July 2017 onwards the excise duty and most indirect taxes in India have been replaced Goods and Services Tax (GST). The group collects GST on behalf of the Government. Hence, GST is not included in Revenue from operations. In view of the aforesaid change in indirect taxes, Revenue from operations for the year ended 31 March 2019 is not comparable with 31 March 2018.

Details of products soldEnclosures 1,926,819,198 2,234,934,301 Card frames 49,894,162 48,830,214 Components and accessories * 861,820,458 736,083,513

2,838,533,818 3,019,848,028

* There are no items, which in value account for 10% or more of the total value of products sold to be shown as separate items.

Traded goods soldElectrical equipments 110,674,150 125,771,430

Details of services renderedProcessing charges 63,527,079 62,291,018 Commissioning and installation 18,588,830 165,298 Consulting engineering - 2,809,854 Service charges - 405,609

82,115,909 65,671,779 17 Other income

Interest income onBank deposits 394,270 861,464 Gainonsaleoffixedassets(net) 557,150 - Gainonaccountofforeignexchangefluctuations(net) 1,396,596 - Miscellaneous income 3,906,204 6,253,278

6,254,220 7,114,742

15 Other assets Unsecured, considered goodDues from related parties (note 27) 2,641,781 2,359,592 Interestaccruedonfixeddeposits 18,740 -

2,660,521 2,359,592


18 Cost of material and components consumed 31-Mar-19 31-Mar-18Inventory at the beginning of the year 172,801,431 172,509,676 Add - Purchases 1,887,577,951 2,199,849,428 Less - inventory at the end of the year (111,813,702) (172,801,431)Cost of raw material and components consumed * 1,948,565,680 2,199,557,673

* Includes reversal of provision towards doubtful advances Rs. 13,680,094 (31 March 2018: Rs. Nil).

Details of raw materials and components consumedCRCA sheets 244,159,029 235,854,105 Aluminium sheets 7,586,169 5,662,605 Aluminium sections 18,695,904 13,588,503 Components and accessories * 1,678,124,578 1,944,452,460

1,948,565,680 2,199,557,673 Details of inventoryCRCA sheets 12,264,414 16,345,125 Aluminium sheets 831,792 1,239,745 Aluminium sections 1,730,473 1,718,052 Components and accessories * 96,987,023 153,498,509

111,813,702 172,801,431

* There are no items, which in value account for 10% or more of the total value of raw materials consumed to be shown as separate items.

19 (Increase)/ decrease in inventories of finished goods, work in progress and traded goods

31-Mar-19 31-Mar-18 (Increase)/ decrease

Inventories at the end of the yearFinished goods 35,182,248 83,386,464 48,204,216 Work-in-progress 30,081,894 60,402,307 30,320,413 Traded goods 673,534 5,590,020 4,916,486

65,937,676 149,378,791 83,441,115 Inventories at the beginning of the yearFinished goods 83,386,464 66,131,581 (17,254,883)Work-in-progress 60,402,307 75,176,186 14,773,879 Traded goods 5,590,020 4,660,000 (930,020)

149,378,791 145,967,767 (3,411,024)(Increase) / decrease in inventories 83,441,115 (3,411,024)

Details of purchase of traded goods 31-Mar-19 31-Mar-18Electrical equipments 78,334,341 98,039,035

Details of inventory Work-in-progressEnclosures 152,222 36,899 Card frames - 1,369 Others (including components and accessories)* 29,929,672 60,364,039

30,081,894 60,402,307 Finished goodsEnclosures 20,483,703 73,426,743 Others (including components and accessories)* 14,698,545 9,959,721

35,182,248 83,386,464 Traded goodsElectrical equipments 673,534 5,590,020 * There are no items, which in value account for 10% or more of the total value of inventories to be shown as separate items.


20 Employee benefits expenses 31-Mar-19 31-Mar-18Salaries, wages and bonus 220,386,513 210,925,496 Contribution to provident and other funds 11,302,666 10,962,505 Staff welfare expenses 36,762,596 34,081,593 Gratuity expenses (note 24) 8,892,044 9,765,560

277,343,819 265,735,154

21 Depreciation and amortization expenseDepreciation of property, plant and equipment 51,171,195 47,880,979 Amortization of intangible assets 1,198,449 3,736,322

52,369,644 51,617,301

22 Finance costsInterest on Borrowings 14,724,306 12,779,689 Delay in payment of income tax 813,619 1,745,215 Interest on delay in payments to micro and small enterprises 1,539,024 1,441,118 Others 459,180 1,317,544 Bank charges 3,101,858 2,912,626

20,637,987 20,196,192

23 Other expensesFreight and forwarding charges 4,864,725 13,373,083 Casual labour 101,228,891 95,358,850 Consumables 9,831,053 14,379,762 Power and fuel 57,801,686 47,436,688 Insurance 5,938,779 4,748,680 Repairs and maintenanceBuildings 7,379,375 7,973,283 Plant and machinery 24,996,383 27,665,378 Others 15,083,438 16,922,071 Rent 7,830,491 6,528,008 Rates and taxes 2,603,759 2,302,212 Legal and professional fees (Includes Rs. 9,128,407 (31 March 2018: Nil pertaining to earlier years) 120,735,774 85,680,046

Payments to auditors (i) 3,541,753 3,026,353 Directors’ sitting fees 365,000 480,000 Travelling and conveyance 17,311,756 18,058,252 Advertising and sales promotion 1,594,480 585,485 Bad debts / advances written off - 5,735,984 Lossonsale/discardoffixedassets(net) - 3,446,332 Provision for doubtful debts and advances (net) 29,601,038 56,127,885 Lossonaccountofforeignexchangefluctuations(net) - 3,671,014 Corporate Social Responsibility (CSR) expenditure (note 38) 3,680,943 1,814,632 Miscellaneous expenses 1,953,911 8,906,129

416,343,235 424,220,127 (i) Payments to auditors

Audit fee 2,960,000 2,860,000 Tax Audit fee 400,000 - Reimbursement of expenses 181,753 166,353

3,541,753 3,026,353



24 GratuityTheCompanyhasadefinedbenefitgratuityplan.Underthegratuityplan,everyemployeewhohascompletedatleastfiveyearsofservice gets a gratuity on departure @ 15 days of last drawn salary for each completed year of service, except for workers at Pune factory being eligible for gratuity @ 30 days last drawn salary for each completed year of service. The scheme is funded with insurance companiesintheformofqualifyinginsurancepolicy.Thefollowingtablessummarisethecomponentsofnetbenefit,expenserecognisedinthestatementofprofitandlossandthefundedstatusandamountsrecognisedinthebalancesheetfortheplan.

Statement of profit and loss 31-Mar-19 31-Mar-18Current service cost 3,164,848 3,015,833 Interestcostonbenefitobligation 3,706,529 2,946,467 Expected return on plan assets (1,004,850) (1,102,291)Net actuarial (gain)/losses recognized in the year 3,025,517 4,905,551 Net benefit expense / (reversal) 8,892,044 9,765,560 Actual return on plan assets 962,838 808,445

Balance sheetPlan asset / liabilityPresentvalueofdefinedbenefitobligation (53,229,868) (47,949,927)Fair value of plan assets 23,324,637 12,999,357 Plan asset/ (liability) (29,905,231) (34,950,570)

Changes in the present value of the defined benefit obligation as follows:

Opening defined benefit obligation 47,949,927 39,077,811 Current service cost 3,164,848 3,015,833 Interest cost 3,706,529 2,946,467 Benefitspaid (4,574,941) (1,701,889)Actuarial (gain)/ losses 2,983,505 4,611,705 Closing defined benefit obligation 53,229,868 47,949,927

Changes in the fair value of plan assets are as follows:

Opening fair value of plan assets 12,999,357 13,361,107 Expected return 1,004,850 1,102,291 Contributions by employer 13,937,382 531,694 Benefitspaid (4,574,941) (1,701,889)Actuarial gain/ (losses) (42,011) (293,846)Closing fair value of plan assets 23,324,637 12,999,357

The Company expects to contribute Rs. 8,071,516 to gratuity in the next year (31 March 2018: Rs. 8,395,494)

The major categories of plan assets as a percentage of the fair value of total plan assets are as follows:

Investments with insurer 100% 100%

The principal assumptions used in determining gratuity obligations for the Company's plans are shown below:

Discount rate 7.61% 7.73%Attrition rate

Upto 30 years 2.00% 2.00%31-40 years 2.00% 2.00%Above 40 years 1.00% 1.00%

Expected rate of return on assets 7.61% 7.73%Salary escalation 5.00% 5.00%

Theestimatesof futuresalary increases, considered inactuarial valuation, takeaccountof inflation, seniority,promotionandotherrelevant factors, such as supply and demand in the employment market.


The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled.

Amounts for the current and previous four periods are as follows:31-Mar-19 31-Mar-18 31-Mar-17 31-Mar-16 31-Mar-15

Definedbenefitobligation 53,229,868 47,949,927 39,077,810 39,259,508 33,513,143 Plan assets 23,324,637 12,999,357 13,361,107 13,116,136 10,719,385 Surplus/(deficit) (29,905,231) (34,950,570) (25,716,703) (26,143,372) (22,793,758)Experience adjustments on plan liabilities (2,426,249) (6,590,795) 4,749,574 (2,699,177) 7,624,516 Experience adjustments on plan assets (42,011) (293,846) 284,175 (262,694) 73,998

25 LeasesFinance leaseTheCompanyhasfinanceleasesandhirepurchasecontractsforvehicles.Futureminimumleasepayments(MLP)underfinanceleases together with the present value (PV) of the net MLP are as follows:

31-Mar-19 31-Mar-18MLP PV MLP PV

Within one year 603,300 312,545 847,536 562,241 Afteroneyearbutnotmorethanfiveyears 1,182,903 1,066,552 2,521,650 2,136,767 Total minimum lease payments 1,786,203 1,379,097 3,369,186 2,699,008 Less:Amountrepresentingfinancecharges (407,106) - (670,178) - Present value of minimum lease payments 1,379,097 1,379,097 2,699,008 2,699,008

Lease expense recognised during the year as interest Rs. 451,527 (31 March 2018: Rs. 221,191).

Operating leaseThe Company has entered into commercial leases on certain premises under cancellable operating lease and are renewable by mutual consent. There are no restrictions placed upon the Company by entering into these leases. The rent expense incurred during the year amounts to Rs. 7,830,491 (31 March 2018: Rs. 6,528,008).

26 Segment information

The Company has only one business segment i.e. business relating to enclosure products and accordingly, disclosure requirements as per Accounting Standard - 17 on Segment Reporting are not applicable.

Secondary information is reported geographically.

Geographical segments:TheCompany'ssecondarysegmentsarethegeographicdistributionofactivities.Revenueandreceivablesarespecifiedbylocationofthecustomerswhileothergeographicinformationisspecifiedbylocationoftheassets.Thefollowingtablepresentsrevenue,expenditureand certain asset information regarding the Company's geographical segments:

31-Mar-19 31-Mar-18Segment revenueExport 482,297,778 378,504,176 Domestic 2,575,542,539 2,859,305,251

3,057,840,317 3,237,809,427

Segment assetsExport 95,714,825 106,806,464Domestic 727,498,039 825,133,489 Unallocated 814,133,105 994,465,354

1,637,345,969 1,926,405,307 Note:Fixed assets (including intangible assets and capital work-in-progress) and current assets (other than trade receivables) have not been identifiedtoanyreportablesegmentsastheyareusedinterchangeablybetweensegments.AllfixedassetsarelocatedinIndia.



27 Name of the related parties and related party relationship

Related party where control exists

Ultimate Holding Company Schneider Electric SE, France

Holding Company Schneider Electric South East Asia (HQ) Pte Limited, Singapore

Related parties under AS 18 with whom transactions have taken place during the year

Fellow subsidiaries American Power Conversion Corporation (A.P.C) B.V, PhillipinesLuminous Power Technologies Private Limited, IndiaSarel Appareillage Electrique SAS, FranceSchneider Electric (Australia) Pty Limited, AustraliaSchneider Electric Asia Pte.Ltd (Formerly Schneider Electric Logistic Asia Pte.Ltd ), SingaporeSchneider Electric Alpes, FranceSchneider Electric DC MEA FzCO, U.A.E.Schneider Electric Espana SAU, SpainSchneider Electric India Private Limited, IndiaSchneider Electric Industries SAS, FranceSchneider Electric Infrastructure Limited, IndiaSchneider Electric IT Business India Private Limited, IndiaSchneider Electric IT Corporation, USASchneiderElectricITLogisticsAsiaPacificPteLimited,SingaporeSchneider Electric IT Logistics Europe Ltd, NetherlandsSchneider Electric Manufacturing The Netherlands B.V., NetherlandsSchneider Electric Private Limited, IndiaSchneider Electric Systems India Private Limited, IndiaUniflairSPA,ItalyVeris Industries LLC, USA

Key Managerial Personnel Swaminathan Venkatraman Director

Additional related parties as per Companies Act, 2013 with whom transactions have taken place during the year:

Key Managerial PersonnelDamodar Kalavala ChiefFinancialOfficer(CFO)Priyanka Gupta Company Secretary


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b.Loans taken and repayment thereof Year ended Loans taken Repayment Interest

accruedAmount owed

to related parties

Schneider Electric India Private Limited, India 31-Mar-19 - - - - 31-Mar-18 20,000,000 30,000,000 - -

Schneider Electric IT Business India Private Limited, India 31-Mar-19 - 20,000,000 2,957,924 182,893,385 31-Mar-18 12,350,964 12,350,964 2,062,379 201,997,840

c.Interest expense on loan 31-Mar-19 31-Mar-18Schneider Electric IT Business India Private Limited, India 13,226,652 12,217,981 Schneider Electric India Private Limited, India 1,497,654 561,708

14,724,306 12,779,689

d.The Company has an arrangement with Schneider Electric India Private Limited, India (SEIPL), a fellow subsidiary, for a cash lending limit upto Rs. 350,000,000. Basis such arrangement, the Company’s banker automatically transfers funds from SEIPL to the Company’s bankaccountincaseofshortage/insufficientfundattheendofeachdayuptotheapprovedlimits.Themaximumbalanceoutstandingduring the year basis such arrangement is as below.

Particulars 31-Mar-19 31-Mar-18Maximum balance outstanding during the year 143,425,881 - Closing balance of loan as at year end - -

e.Remuneration to key managerial personnelManagerial remuneration:Swaminathan Venkatraman - 1,613,195 Damodar Kalavala 3,456,928 3,238,123 Priyanka Gupta 1,367,528 1,226,584

4,824,456 6,077,902

Managerial remunerationSalaries and allowances 4,301,335 5,843,063 Contribution to provident fund 206,376 191,136 Perquisites’ 316,745 43,703

4,824,456 6,077,902

Theremunerationtothekeymanagerialpersonneldoesnotincludetheprovisionsmadeforgratuityandleavebenefits,astheyaredetermined on an actuarial basis for the Company as a whole.

28 Capital commitmentsEstimated amount of contracts remaining to be executed on Capital Account (net of advances) 7,813,447 10,221,221

29 Contingent liabilities(a)Claims against the Company not acknowledged as debts (i) 2,661,293 8,119,397 (b)Customs and Excise matters 3,810,526 3,720,042 (c)Sales Tax matters – Non collection of ‘C’ and ‘I’ forms 58,861,198 50,780,705 (d)Outstanding bank guarantees 510,458,523 278,133,240


(i)TheCompanyreconcilesitsoutstandingvendorbalancesbyobtainingconfirmations/accountstatementsreceivedfromsuchvendors.Basis such reconciliations, the Company did not acknowledge vendor (other than group company) claims amounting to Rs. 2,661,293 (31 March 2018: Rs.8,119,397) in absence of adequate documentation evidencing the proof of delivery of the materials to be received fromthevendors.FurtherthemanagementconfirmsthatthematerialsareyettobereceivedbytheCompany.Inabsenceofavailabilityof adequate documentation/supporting evidences that need to be provided by the vendors, the management does not expect any materialadverseeffectonthefinancialpositionandtheresultsofoperationasat31March2019.

(e)The Supreme Court of India in a judgment on Provident Fund (PF) dated 28 February 2019 addressed the principle for determining salary components that form part of Basic Salary for individuals below a prescribed salary threshold. There are numerous interpretative issues relating to the Supreme Court (SC) judgement on PF dated 28 February 2019. As a matter of caution, the Company has evaluated the impact of such order on a prospective basis from the date of the SC order and concluded that the same has no material impact on the Company. The Company will update its provision, on receiving further clarity on the subject.

30 Derivative instruments and unhedged foreign currency exposure

Particulars of unhedged foreign currency exposure as at the reporting date

31-Mar-19 31-Mar-18Currency Fx Amount (Rs) Fx Amount (Rs)

Trade payables USD 865,884 59,894,302 954,052 62,055,475 EUR 326,425 25,363,987 587,236 47,344,313 GBP 332 29,993 332 30,592

Trade receivables (gross of provision) USD 1,125,609 77,859,830 1,417,618 92,207,705 EUR 187,584 14,575,758 151,809 12,239,167 AUD 13,004 637,456 - -

Loans and advances USD 15,644 1,082,116 17,611 1,145,506 EUR 23,446 1,821,811 15,239 1,229,948

Cash and bank balances- Exchange Earners Foreign Currency (EEFC) accounts USD 487,408 33,714,636 190,056 12,361,997

EUR 26,534 2,061,792 22,702 1,830,304

Other assets EUR 33,999 2,641,781 29,267 2,359,592

31 Details of dues to micro and small enterprises as defined under the MSMED Act, 200631-Mar-19 31-Mar-18

The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of each accounting year

Principal amount due to micro and small enterprises 76,995,955 206,496,409 Interest due on above 215,121 180,855

77,211,076 206,677,264

The amount of interest paid by the buyer in terms of section 16 of the MSMED Act, 2006 along with the amounts of the payment made to the supplier beyond the appointed day during each accounting year.

- -

The amount of interest due and payable for the period of delay in making payment (which have been paidbutbeyondtheappointeddayduringtheyear)butwithoutaddingtheinterestspecifiedundertheMSMED Act, 2006

1,323,903 1,260,263

The amount of interest accrued and remaining unpaid at the end of each accounting year 10,586,204 9,047,180

The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the MSMED Act, 2006

10,586,204 9,047,180

32 Value of imports calculated on CIF basisRaw materials and components 169,558,143 182,856,388 Traded goods 41,689,620 41,200,345 Capital goods 2,311,593 8,339,283

213,559,356 232,396,016


33 Expenditure in foreign currency (accrual basis) 31-Mar-19 31-Mar-18

Legal and professional fees 57,844,198 30,544,459 Staff welfare expenses 11,239,850 5,215,500 Consumables 417,669 650,151

69,501,717 36,410,110

34 Imported and indigenous raw materials and components consumed

31-Mar-19 31-Mar-18

% of total consumption

Amount % of total consumption

Amount

Raw materials Imported - - - - Indigenously obtained 100% 270,441,102 100% 255,105,213

100% 270,441,102 100% 255,105,213 Components and accessories * Imported 11% 184,751,447 9% 180,171,771 Indigenously obtained 89% 1,493,373,131 91% 1,764,280,689

100% 1,678,124,578 100% 1,944,452,460 Total cost of raw materials and components consumed 1,948,565,680 2,199,557,673

* There are no items, which in value account for 10% or more of the total value of raw materials consumed to be shown as separate items.

35 Earnings in foreign currency (accrual basis) 31-Mar-19 31-Mar-18Export of goods on FOB basis 482,297,778 378,504,176

36 As a part of Schneider Electric SE (Ultimate holding Company) overall pay policy, Schneider Electric SE, has set up a Worldwide Employee Stock Option Plan (WESOP) scheme to the employees of the group companies under which the employees are granted Stock Options of Schneider Electric SE.

The Institute of Chartered Accountants of India has issued a Guidance Note on Accounting for Employee Share-based payments, which is applicable to employee share based payment plans, the grant date in respect of which falls on or after 1 April 2005. The scheme detailed aboveismanagedandadministeredbytheultimateparentcompanyforitsownbenefitanddonothaveanysettlementobligationsontheCompany.Further,theaforesaidschemepertainstosharesoftheultimateparentcompanyandimpactofcompensationbenefitsinrespect of such scheme is assessed and accounted for in the books of the parent Company. Accordingly, the Company is of the opinion that the same is not required to be accounted for as per the said Guidance Note.

37 The Company is in the process of completing transfer pricing study to ascertain whether international transactions with associated enterprises are in compliance with the transfer pricing norms under the Indian Income-tax Act, 1961. The Management does not anticipate any adjustment with regard to the transactions involved.

38 As per Section 135 of the Companies Act, 2013, a corporate social responsibility (CSR) committee has been formed by the Company. The Company has transferred its CSR allocated fund of Rs 3,680,943 (31 March 2018: Rs 1,814,632) to Schneider Electric India Foundation (SEIF) which aims to contribute to the development of underprivileged people and societies through education, awareness-raising and vocational training related to energy.