Notes to Accounts of Schneider Electric President Systems Ltd.
p. Provisions, contingent liabilities and contingent
assets
General provisions
A provision is recognised when the Company has a present
obligation (legal or constructive) as a result of past event,
it is probable that an outflow of resources embodying
economic benefits will be required to settle the obligation
and a reliable estimate can be made of the amount of the
obligation. These estimates are reviewed at each reporting
date and adjusted to reflect the current best estimates. If
the effect of the time value of money is material, provisions
are discounted using a current pre-tax rate that reflects,
when appropriate, the risks specific to the liability. When
discounting is used, the increase in the provision due to the
passage of time is recognised as a finance cost.
Warranty provisions
Provisions for warranty-related costs are recognized
when the product is sold or service provided to the
customer. Provision is based on technical estimates by
the management based on past trends. The estimate of
such warranty-related costs is revised annually.
Contingent liabilities
A contingent liability is a possible obligation that arises
from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain
future events beyond the control of the Company or a
present obligation that is not recognised because it is not
probable that an outflow of resources will be required to
settle the obligation. A contingent liability also arises in
extremely rare cases where there is a liability that cannot
be recognised because it cannot be measured reliably.
The Company does not recognize a contingent liability but
discloses its existence in the financial statements.
Contingent assets
Contingent assets are neither recognised nor disclosed in
the financial statements.
Provisions, contingent liabilities, contingent assets and
commitments are reviewed at each balance sheet date.
q. Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise
cash at banks and on hand and short-term deposits with an
original maturity of three months or less, which are subject
to insignificant risk of changes in value.
Fair value measurement
The Company measures financial instruments at fair value
at each balance sheet date.
Fair value is the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date.
The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability
takes place either:
- In the principal market for asset or liability, or
- I n the absence of a principal market, in the most
advantageous market for the asset or liability.
The principal or the most advantageous market must be
accessible by the Company.
The fair value of an asset or liability is measured using
the assumptions that market participants would use
when pricing the asset or liability, assuming that market
participants act in their economic best interest.
A fair value measurement of a non- financial asset takes
into account a market participant''s ability to generate
economic benefits by using the asset in its highest and
best use or by selling it to another market participant that
would use the asset in its highest and best use.
The Company uses valuation techniques that are
appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximizing the
use of relevant observable inputs and minimizing the use
of unobservable inputs.
All assets and liabilities for which fair value is measured
or disclosed in the financial statements are categorized
within the fair value hierarchy, described as follows, based
on the lowest level input that is significant to the fair value
measurement as a whole:
Level 1- Quoted (unadjusted) market prices in active
markets for identical assets or liabilities
Level 2- Valuation techniques for which the lowest level
input that is significant to the fair value measurement is
directly or indirectly observable
Level 3- Valuation techniques for which the lowest level
input that is significant to the fair value measurement is
unobservable
For assets and liabilities that are recognised in the financial
statements on a recurring basis, the Company determines
whether transfers have occurred between levels in
the hierarchy by re-assessing categorization (based
on the lowest level input that is significant to fair value
measurement as a whole) at the end of each reporting
period.
For the purpose of fair value disclosures, the Company has
determined classes of assets and liabilities on the basis of
the nature, characteristics and risks of the asset or liability
and the level of the fair value hierarchy as explained above.
s. Significant accounting judgements, estimates and
assumptions
The preparation of financial statement requires
management to make judgements, estimates and
assumption in the application of accounting policies
that affect the reported amounts of assets, liabilities,
income and expenses. Actual results may differ form
these estimates. Continuous evaluation is done on the
estimation and judgements based on historical experience
and other factors, including expectations of future events
that are believed to be reasonable. Revisions to accounting
estimates are recognized prospectively.
Information about critical judgements in applying
accounting policies, as will as estimates and assumptions
that have the most significant effect to the carrying
amount of assets and liabilities within the next financial
year, are included in the followings notes:
a. Measurement of defined benefit obligation- The
cost of defined benefit plans (i.e. Gratuity benefit) is
determined using actuarial valuations. An actuarial
valuation involves making various assumptions which
may differ from actual developments in the future.
These include the determination of the discount
rate, future salary increases, mortality rates and
future pension increases. Due to the complexity
of the valuation, the underlying assumptions and
its long-term nature, a defined benefit obligation is
highly sensitive to changes in these assumptions.
All assumptions are reviewed at each reporting
date. In determining the appropriate discount rate,
management considers the interest rates of long¬
term government bonds with extrapolated maturity
corresponding to the expected duration of the
defined benefit obligation. The mortality rate is based
on publicly available mortality tables for the specific
countries. Future salary increases and pension
increases are based on expected future inflation
rates for the respective countries. Further details
about the assumptions used, including a sensitivity
analysis, are given in note 28.
b. Measurement and likelihood of occurrence
of provision and contingencies A provision is
recognised when the Company has a present
obligation as result of a past event and it is probable
that the outflow of resources will be required to settle
the obligation, in respect of which a reliable estimate
can be made. These are reviewed at each balance
sheet date and adjusted to reflect the current best
estimates. Contingent liabilities are not recognised
in the financial statements.
c. Recognition of deferred tax assets- Uncertainties
exist with respect to the interpretation of complex tax
regulations, changes in tax laws, and the amount and
timing of future taxable income. Given the wide range
of business relationships and the long-term nature
and complexity of existing contractual agreements,
differences arising between the actual results and
the assumptions made, or future changes to such
assumptions, could necessitate future adjustments
to tax income and expense already recorded.
the Company establishes provisions, based on
reasonable estimates. The amount of such provisions
is based on various factors, such as experience of
previous tax audits and differing interpretations of tax
regulations by the taxable entity and the responsible
tax authority. Such differences of interpretation may
arise on a wide variety of issues depending on the
conditions prevailing in the respective domicile of the
companies.
d. Measurement of lease liabilities and right-of-use
assets- The Company determines the lease term as
the non cancellable term of the lease, together with
any periods covered by an option to extend the lease if
it is reasonably certain to be exercised, or any periods
covered by an option to terminate the lease, if it is
reasonably certain not to be exercised. The Company
has several lease contracts that include extension
and termination options. The Company applies
judgement in evaluating whether it is reasonably
certain whether or not to exercise the option to renew
or terminate the lease. That is, it considers all relevant
factors that create an economic incentive for it to
exercise either the renewal or termination. After the
commencement date, the Company reassesses the
lease term if there is a significant event or change in
circumstances that is within its control and affects
its ability to exercise or not to exercise the option to
renew or to terminate.
e. Provision for expected credit losses of trade
receivables and contract assets- The Company
uses a provision matrix to calculate ECLs for trade
receivables and contract assets. The provision rates
are based on days past due for groupings of various
customer segments that have similar loss patterns
(i.e., by geography, product type, customer type and
rating, and coverage by letters of credit and other
forms of credit insurance). The provision matrix is
initially based on the Companyâs historical observed
default rates. The Company will calibrate the matrix
to adjust the historical credit loss experience with
forward-looking information. For instance, if forecast
economic conditions (i.e., gross domestic product)
are expected to deteriorate over the next year which
can lead to an increased number of defaults in the
manufacturing sector, the historical default rates
are adjusted. At every reporting date, the historical
observed default rates are updated and changes
in the forward-looking estimates are analysed. The
assessment of the correlation between historical
observed default rates, forecast economic conditions
and ECLs is a significant estimate. The amount of
ECLs is sensitive to changes in circumstances and
of forecast economic conditions. The Companyâs
historical credit loss experience and forecast of
economic conditions may also not be representative
of customerâs actual default in the future. The
information about the ECLs on the Companyâs trade
receivables and contract assets is disclosed in Note
9.
f. Useful lives of property, plant and equipment-
The Company uses its technical expertise along with
historical and industry trends for determining the
economic life of an asset/component of an asset. The
useful lives are reviewed by management periodically
and revised, if appropriate. In case of a revision, the
unamortised depreciable amount is charged over the
remaining useful life of the assets.
2.3 Application of new accounting pronouncements
The Ministry of Corporate Affairs vide notification dated
May 07, 2025 and August 13, 2025 notified the Companies
(Indian Accounting Standards) Amendment Rules, 2025
and Companies (Indian Accounting Standards) Second
Amendment Rules, 2025, respectively, which amended
certain accounting standards and are effective for annual
reporting periods beginning on or after April 01, 2025:
(a) Ind AS 1 - Presentation of Financial Statements - The
amendment relates to classification of liabilities as
current or non-current and non-current liabilities
with covenants. In the context of classifying a liability
as current, it removes the requirement of existence
of a right to defer settlement for at least 12 months
after the reporting date and instead requires that the
said right should exist on the reporting date and have
substance. The amendment also introduces guidance
on classification of liabilities with covenants. The
Company has no impact of these amendments in
its classification criteria of current and non-current
liabilities.
(b) Ind AS 7 - Statement of Cash Flows and Ind AS 107
- Financial Instruments - The amendment in Ind AS
7 requires to inform users of financial statements of
the existence of supplier finance arrangements and
explain the nature of the arrangements, the carrying
amount of liabilities and the range of payment due
dates. Ind AS 107 has been amended to add supplier
finance arrangements as a factor that may cause
concentration of liquidity risk. The Company has
reviewed the amendment and ensured appropriate
disclosures in the financial statements.
(c) Ind AS 12, International Tax Reform - Pillar Two Model
Rules - The Company has reviewed the amendment
and determined that there is no impact of the
amendment on the financial statements.
9 (i) Trade receivables (Contd.)
Note:
Trade receivables include due from related parties f 314.16 million (March 31, 2025: f 536.81 million) (refer note 30 (a))
The Company does not have disputed trade receivables as at March 31, 2026 and March 31, 2025.
Trade receivable are non-interest bearing and are generally on terms of 30 to 90 days.
No trade receivables are due from directors or others officers of the Company either severally or jointly with any other
person. Nor any trade receivables are due from firms or private companies respectively in which any director is the partner
or a member. Amount due from private companies in which any director is a director are as follows:
f) The equity shares of the Company were listed on the Pune Stock Exchange and permitted to be traded on the Bombay Stock
Exchange. Consequent to de-recognition of the Pune Stock Exchange by Securities Exchange Board of India (SEBI), Bombay
Stock Exchange had suspended the trading of the equity shares of the Company effective May 22, 2015.
Basis 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. (âthe Promoterâ) had provided an exit offer on February
14, 2017 to the public shareholders of the Company at an offer price of f 200.40 per share based on an independent valuation
performed by valuer empanelled with the National Stock Exchange (NSE).
In the exit offer provided to the public shareholders, 344 shareholders have tendered 331,939 equity shares i.e. (5.49% of the
total share capital of the Company as on that date) to the Promoter of the Company. Accordingly, Promoterâs Shareholding
increased to 80.49% of the total share capital as on that date. During the previous year, the Company has completed its listing
of 6,048,000 equity share of face value of f 10 each on Metropolitan Stock Exchange of India Limited (MSEI). The equity
share of the Company were listed and admitted on MSEI w.e.f. January 19, 2024.
g) The Authorised Share Capital of the Company was increased to f 125.00 million divided into 12,500,000 Equity Shares of
f 10 each vide approval of the Board of Directors in their meeting dated September 24, 2025, and Shareholders'' approval
dated October 29, 2025, through postal ballot.
h) The Board of Directors on November 10, 2025, have approved allotment of 6,048,000 equity shares of f 10 each as fully
paid-up bonus equity shares, in the ratio of 1:1, to the eligible members of the Company out of the Securities Premium
Account of the Company. The Bonus Shares so allotted shall rank Pari - passu in all respects including dividend with the
existing fully paid-up Equity Shares of the Company. Consequent to the aforesaid allotment, the paid-up equity share capital
of the Company stands increased to f 120.96 million.
i) No buy backs have been made by the Company in the previous five years immediately preceding the reporting date.
Description of nature and purpose of each reserve:
a) Capital reserve: The capital reserve represents the capital profit recognized in respect of profit on equity shares forfeited.
b) Securities premium: The amount received in excess of face value of equity shares is recognised in securities premium.
c) General Reserve: The general reserve amount represents the profit transferred from profit and loss.
d) Retained Earnings: Retained earnings are the profits that the Company has earned till date, less any transfers to general
reserve, dividend or other distributions paid to shareholders
14 (i) Trade payables carried at amortised cost (Contd.)
(i) Trade payables include due to related parties f 206.01 million (March 31, 2025 : f 190.37 million) (refer note 30 (a))
(ii) Trade payable balance includes amount payable to bank due to vendor credit arrangement with Bank and is repayable within
a period of 6 months. The interest costs are borne by the respective vendors availing such facility.
(iii) Trade payable amounts are non interest bearing and normally settled on 90 day terms.
(iv) The amounts falling in the category of more than 1 year are related to pending obligation on the part of supplier as per agreed
terms and conditions mentioned in contracts.
(v) The Company does not have disputed trade payables as at March 31, 2026 and as at March 31, 2025.
(vi) Information as required to be furnished as per section 22 of the Micro, Small and Medium Enterprises Development Act,
2006 (MSMED Act) is given below. This information has been determined to the extent such parties have been identified on
the basis of information available with the Company.
(vii) Terms of supply chain facility:
a. The Company has arranged a supply chain facility from one bank to facilitate suppliers who are willing to get their bills (duly
accepted by Schneider Electric President Systems Limited) discounted.
b. No security or guarantees are provided under these arrangements and there is no obligation of the Company towards interest
or discounting charges.
There were no material foreign exchange differences that would affect the liabilities under the supply chain facility in either
period.
*The Company has not provided comparative information in respect of the amendments to I nd AS 7 and Ind AS 107 relating
to supply chain facility, as it has applied the transitional relief available on initial adoption of these amendments, which allows
entities not to present comparative disclosures for prior periods.
Note: There are no instruments issued by the Company which have effect of dilution of basic earning per share.
*The Board of Directors on November 10, 2025, have approved allotment of 60,48,000 equity shares of f 10 each as fully paid-up bonus equity shares, in
the ratio of 1:1, to the eligible members of the Company out of the Securities Premium Account of the Company. The Bonus Shares so allotted shall rank Pari
- passu in all respects including dividend with the existing fully paid-up Equity Shares of the Company. Consequent to the aforesaid allotment, the paid-up
equity share capital of the Company stands increased to f 120.96 million. In accordance with the requirements of âInd AS 33 - Earnings per Share'', the figures
of Earnings Per Share for the year ended March 31, 2025 have been restated to give effect to the allotment of the bonus shares.
The Company has a defined benefit gratuity plan as per the Payment of Gratuity Act, 1972. Under such Act, an employee who
has completed five years of service is entitled to specific benefit. The level of benefit provided depends on the employeeâs
length of service and salary at retirement/ termination age. The plan is funded with HDFC Life Insurance in the form of a
qualifying insurance policy.
The following tables summarise the components of net benefit expense recognised in the statement of profit and loss and
the funded status and amounts recognised in the balance sheet for the plan:
Sensitivities as to the rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement
and life expectancy are not applicable being a lump sum benefit on retirement.
The above sensitivity analysis may not be representative of the actual benefit obligation as it is unlikely that the change in
assumptions would occur in isolation of one another as some of the assumptions may be correlated.
In presenting the above sensitivity analysis, the present value of defined benefit obligation has been calculated using the
projected unit credit method at the end of reporting period, which is the same as that applied in calculating the defined benefit
obligation liability recognized in the balance sheet.
k) The discount rate is based upon the market yields available on Government bonds at the accounting date with a term that
matches that of the liabilities.
l) The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit
obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.
m) Description of Risk Exposures: Valuations are based on certain assumptions, which are dynamic in nature and vary over time.
As such the Company is exposed to various risks as follows :
(i) Salary Increases- Actual salary increases will increase the Planâs liability. Increase in salary increase rate assumption in
future valuations will also increase the liability.
(ii) Investment Risk - If the employee benefit plan is funded then assets liabilities mismatch and actual investment return
on assets lower than the discount rate assumed at the last valuation date can impact the liability.
(iii) Discount Rate - Reduction in discount rate in subsequent valuations can increase the planâs liability.
(iv) Mortality and disability - Actual deaths and disability cases proving lower or higher than assumed in the valuation can
impact the liabilities.
(v) Withdrawals - Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at
subsequent valuations can impact Planâs liability.
29 Leases
The Company has lease contracts for buildings and vehicles. The leases for building generally have lease terms of 6 years and
for vehicles is 3 to 5 years. The Companyâs obligations under its leases are secured by the lessorâs title to the leased assets.
Generally, the Company is restricted from assigning and sub-leasing the leased assets. There are several lease contracts
that include extension and termination options and variable lease payments. The Company applies the âshort-term leaseâ and
âlease of low-value assetsâ recognition exemptions for its leases.
e) The Company had cash outflows for leases of f 15.81 million (March 31, 2025: f 14.05 million ). The Company had f Nil
(March 31, 2025: f Nil) non-cash additions to right-of-use assets and lease liabilities.
f) The Company has several lease contracts that include extension and termination options. These options are negotiated
by management to provide flexibility in managing the leased-asset portfolio and align with the Companyâs business needs.
Management exercises significant judgement in determining whether these extension and termination options are reasonably
certain to be exercised.
B. Non-current operating assets
The Company has common non current operating assets for domestic as well as overseas market, hence separate figures for
these assets are not required to be furnished.
* Total revenue from operations amounting to f 21.25 million (March 31, 2025:f 49.16 million) in the nature of export
incentives are not covered under the scope of Ind AS 115.
Set out below, is a comparison by class of the carrying amounts and fair value of the Companyâs financial instruments, other
than those with carrying amounts that are reasonable approximations of fair values:
The management assessed that cash and cash equivalents, trade receivables, trade payables, and other current financial
assets/liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions
were used to estimate the fair values:
- The fair values of the interest-bearing borrowings and loans are determined by using Discounted Cash Flow method using
discount rate that reflects the Company''s borrowing rate as at the end of the reporting period. The own non-performance
risk as at March 31, 2026 was assessed to be insignificant.
(The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy
together with a quantitative sensitivity analysis as at March 31, 2026, are as shown below in note 34).
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation
technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either
directly or indirectly.
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable
market data.
The following table provides the fair value measurement hierarchy of the Companyâs assets and liabilities.
35 Financial risk management objectives and policies
The Companyâs principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of
these financial liabilities is to finance the Companyâs operations. The Companyâs principal financial assets include loans, trade
and other receivables and cash and cash equivalents that are derived directly from its operations.
The Companyâs financial risk management is an integral part of how to plan and execute its business strategies. The Company
is exposed to market risk, credit risk and liquidity risk. The Companyâs senior management oversees the management of these
risks and also ensures that the Companyâs financial risk activities are governed by appropriate policies and procedures and
that financial risks are identified, measured and managed in accordance with the Companyâs policies and risk objectives. The
Board of Directors review and agree policies for managing each of these risks which are summarized as below:
(a) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market prices comprises three types of risk: currency rate risk, interest rate risk and other price risks, such as
equity price risk and commodity price risk. Financial instruments affected by market risks include loans, deposits, investments
and foreign currency receivables and payables. The sensitivity analyses in the following sections relate to the position as
at March 31, 2026 and March 31, 2025. The sensitivity of the relevant profit and loss items is the effect of the assumed
changes in the respective market risks. This is based on the financial assets and financial liabilities held as of March 31, 2026
and March 31, 2025.
(i) Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in foreign exchange rates. The Companyâs exposure to the risk of changes in foreign exchange rates relates
primarily to the Companyâs operating activities (when revenue or expense is denominated in foreign currency). Foreign
currency exchange rate exposure on sales is partly balanced by purchasing of goods from the respective countries.
The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established
risk management policies.
Foreign currency risk sensitivity
The following tables demonstrate the sensitivity to a reasonably possible change in USD, EUR and JPY exchange rates,
with all other variables held constant. The impact on the Company profit before tax is due to changes in the fair value
of monetary assets and liabilities. Foreign currency exposures recognised by the Company that have not been hedged
by a derivative instrument or otherwise are as under:
(ii) Interest Rate Risk
Interest rate is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market interest rates. The Company''s borrowings outstanding as at March 31, 2026 and March 31, 2025 comprise
of fixed rate loans and accordingly, are not exposed to risk of fluctuation in market interest rate.
(iii) Commodity Price Risk
The Company is affected by the price volatility of certain commodities. Its operating activities require the ongoing
purchase and manufacture of electronic parts and therefore require a continuous supply of steel and copper. Due to
the significantly increased volatility of the price of the steel and copper, the Company has entered into various purchase
contracts for these material for which there is an active market. The Company maintains the level of these stock as
per the requirement of business and market which are discussed by the management on regular basis. The Company
operates in the way that saving / impact due to change in commodity prices in the active market are passed on to the
customer and therefore impact on profit due to change in price of commodity is unascertainable.
(b) Credit Risk
Credit Risk is the risk that the counter party will not meet its obligation under a financial instrument or customer contract,
leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and
from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.
(i) Trade Receivables
Customer credit risk is managed by each business unit subject to the Companyâs established policy, procedures and
control relating to customer credit risk management. An impairment analysis is performed at each reporting date on
trade receivables by lifetime expected credit loss method based on provision matrix. The maximum exposure to credit
risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 9 (i). The Company
does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables
as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.
(ii) Financial instruments
Credit risk from balances with banks and financial institutions is managed by the Companyâs treasury department in
accordance with the Companyâs policy. Investments of surplus funds are made in loans/preference shares of fellow
subsidiaries and risk free bank deposits. Balances with banks is subject to low credit risks due to good credit ratings.
The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counter partyâs
potential failure to make payments.
35 Financial risk management objectives and policies (contd.)
The Companyâs maximum exposure to credit risk for the components of the balance sheet at March 31, 2026 and
March 31, 2025 is the carrying amounts. Trade Receivables and other financial assets are written off when there is
no reasonable expectation of recovery, such as debtor failing to engage in the repayment plan with the Company. The
Companyâs maximum exposure relating to financial assets is noted in liquidity table below.
(c) Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable
price. The Companyâs objective is to at all times maintain optimum levels of liquidity to meet its cash and liquidity requirements.
The Company manages liquidity risk by maintaining adequate banking facilities and reserve borrowing facilities, by continuously
monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
Maturity profile of financial liabilities
The table below provides the details regarding the remaining contractual maturities of financial liabilities at the reporting
date based on contractual undiscounted payments.
For the purposes of Companyâs capital management, Capital includes equity attributable to the equity holders of the Company
and all other equity reserves. The primary objective of the Companyâs capital management is to ensure that it maintains
an efficient capital structure and maximize shareholder value. The Company manages its capital structure and makes
adjustments in light of changes in economic conditions and the requirements of the financial covenants. The Company is
not subject to any externally imposed capital requirements. No changes were made in the objectives, policies or processes
for managing capital during the year ended March 31, 2026 and March 31, 2025.
The Company monitors capital using gearing ratio, which is net debt divided by total capital plus net debt. As at March 31,
2026, the Company has sufficient cash, cash equivalents and financial assets which are liquid to meet the debts as below.
37 Corporate social responsibility
As per provisions of section 135 of the Companies Act, 2013, the Company has to incur at least 2% of average net profits
of the preceding three financial years towards Corporate Social Responsibility (âCSRâ). Accordingly, a CSR committee
has been formed for carrying out CSR activities as per the Schedule VII of the Companies Act, 2013. The Company has
contributed and paid a sum of f 8.53 million (refer note 23) (March 31, 2025 : f 5.84 million) towards this cause and debited
the same to the Statement of Profit and Loss. The funds are primary allocated to Schneider Electric India foundation (SEIF),
a society registered under section 12A of the Income Tax Act, 1961 for promoting social integration and vocational training
of disadvantaged youths and electrification of remote villages with limited resources.
The Company has developed a comprehensive system of maintenance of information and documents as required by the
transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961. The management is of the opinion that its
international transactions for the year ended March 31, 2026 are at armâs length so that the aforesaid legislation will not
have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.
39 The equity shares of the Company were listed on the Bengaluru Stock Exchange and Pune Stock Exchange (Regional Stock
Exchanges) and permitted to be traded on the BSE Limited (the BSE) Consequent to de-recognition of the Regional Stock
Exchange by Securities and Exchange Board of India (SEBI). The BSE had suspended the trading of the equity shares of the
Company effective from March 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. (âthe Promoterâ) had provided an exit offer on February
14, 2017 to the public shareholders of the Company at an offer price of f 200.40 per share. The offer price was as per the
valuation carried out by an independent valuer empaneled with the National Stock Exchange of India (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 as on that date) to the Promoter of the Company.
In respect of the exit offer given, an appeal was filed by certain public shareholders (âAppellantsâ) of the Company before
the Securities Appellate Tribunal (âSATâ) contending that SEBI has failed to consider the issues raised by the Appellants in
their SCORES complaint and the SEBI Circulars regarding exit of regional stock exchanges and Exclusively Listed Companies
(ELCs) and further contending that the fair value price calculated as per the valuation report was incorrect
SAT after considering the submissions made by the parties, disposed of the Appeal vide its order dated November 26, 2019
(âOrderâ) and directed SEBI to consider the issues raised by the Appellants and pass a reasoned order within three (3) months
from the date of Order. In furtherance to this, on February 07, 2020, SEBI filed a Review Application before SAT seeking
review of its Order, which was dismissed by SAT on February 21, 2020, and passed an order remanding the matter to SEBI,
to reconsider the complaint and pass a reasonable order.
SEBI aggrieved by the SAT Order, approached the Honâble Supreme Court in Civil Appeal. Honâble Supreme Court by its order
dated October 15, 2020, dismissed SEBIâs appeal with a direction to SEBI, to decide the matter âwithout being influenced by
any observations made by SATâ before
SEBI Order:
SEBI passed an Order dated January 19, 2021, and revised order dated January 21, 2021 (âSEBI Orderâ) disposing of the
complaints and, inter alia, directed the Company to either:
list the equity shares of the Company on a nationwide stock exchange; or
delist the Company in terms of the Delisting Regulations within a period of six (6) months from SEBI Order.
SEBI further directed that Company shall provide an opportunity to the shareholders who have tendered their shares in the
exit offer (which closed on March 10, 2017) to buy back the shares at the exit price of f 200.40/- per share.
The Company on advice of its law firm, representing before the Authorities, had filed a Writ Petition with Honâble Bombay
High Court against the SEBI order dated January 19, 2021. The Honâble High Court by its order dated February 15, 2021,
has directed the Company to approach the SAT in an Appeal, to review of the Order passed by the SEBI with an observation
that the SAT shall not be influenced with its earlier order and dismissed the Writ petition.
The Company has filed an appeal before the SAT in Appeal (L) No. 128 of 2021.
The Company with an intent to end the dispute and in the interest of the Company and its shareholders, withdrew an Appeal
pending before SEBI/SAT on July 26,2023, and complied with the SEBI Order dated January 19, 2021, to be read with SAT
Order dated July 26, 2023
Accordingly, the Company has completed its listing of 6,048,000 equity shares of face value of f 10 each on Metropolitan
Stock Exchange of India Limited (MSEI) with effect from January 19, 2024
Pursuant to the approval of the Board of Directors at its meeting held on March 31, 2026, the Company filed a direct listing
application for the listing of its 12,096,000 equity shares of face value f 10 each on the Main Board of BSE Limited (âthe
Exchangeâ). The Company has been granted in-principle approval by the Exchange dated May 06, 2026 for the listing of its
equity shares under direct listing route. The Company is in the process of completing the requisite formalities and submitting
the necessary documents for listing of its securities, as required by the Exchange.
c) Performance obligations
Information about the Company''s performance obligations are summarised below:
Sale of goods
The performance obligation is satisfied upon delivery of the goods.
Services
The Performance obligation is satisfied at point of time upon completion of service and pro-rata over the period of contract
as and when service is rendered.
The Company does not provide any share based compensation to its employees. However, the Ultimate holding company
Schneider Electric SE (''the issuer'') has provided various share-based payment scheme to employees of the Company.
Details of these plans are as under:-
A. Performance stock units
These are the units of stock granted to employee at nil exercise price. The main features of these plans were as follows:
Rules governing the stock grant plan are as follows:
To receive the stock, the grantee must generally be an employee or corporate officer of the Group. Vesting is also conditional
on the achievement of performance criteria. Vesting period is 0 to 3 years and lock-up period is 0 to 3 years.
There were cancellations or modifications in performance stock unit. Refer below movement for details:-
B. Worldwide Employee Stock Option Plan (WESOP)
As a part of overall pay policy, the ultimate holding company Schneider Electric SE (issuer) has set up a Worldwide Employee
Stock Option Plan (WESOP) scheme for the employees of the group companies under which the employees may purchase
issuer''s shares at 15% discount on the price quoted for the shares on the stock market. Employees must then hold their
shares for 5 years.
(i) Details of Benami Property: The Company does not have any Benami property, where any proceeding has been initiated
or pending against the Group for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988
and rules made thereunder.
(ii) Utilisation of borrowed funds and share premium: The Company has not advanced or loaned or invested funds to
any other person or entity, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Company (Ultimate Beneficiaries) or
b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Funding Party (Ultimate Beneficiaries) or
b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
(iii) Struck off companies details: The Company does not have any transactions with companies struck off.
(iv) Details of Charges: The Company does not have any charges or satisfaction which is yet to be registered with registrar
beyond the statutory period.
(v) Details of Crypto currency or Virtual currency: The Company has not traded or invested in Crypto currency or Virtual
currency during the financial year.
(vi) Compliance with number of layers of companies: The Company has complied with the number of layers prescribed
under Companies Act, 2013.
(vii) Compliance with approved scheme(s) of arrangements: The Company has not entered into any scheme of
arrangement which has an accounting impact on current or previous year financial year.
(viii) Undisclosed income: The Company does not have any such transaction which is not recorded in the books of accounts
that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act,
1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(ix) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government
authority.
(x) Property, plant and equipment and intangible asset: The Company has not revalued its property, plant and equipment
(including right-of-use assets) or intangible assets or both during the current or previous year, Further no charge exists on
property, plant & equipment of the Company.
44 The Ministry of Corporate Affairs (MCA) has prescribed a requirement for companies under the proviso to Rule 3(1) of the
Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies,
which uses accounting software for maintaining its books of account, shall use only such accounting software which has a
feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account
along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Company has used accounting software for maintaining its books of account for the financial year ended March 31,
2026, which has a feature of recording audit trail (edit log) facility and the same have been operated throughout the year for
all relevant transactions recorded in the respective software, except that
(a) For the primary accounting software used for maintaining the books of account, the feature of recording audit trail (edit
log) facility was not enabled at application and database level for changes through certain tables and changes made by
certain privileged users with specific access due to softwareâs inherent functionalities
(b) The database of one non-primary accounting software used by the Company, has been hosted by the third-party service
provider. However, in the absence of independent auditorâs report for full reporting period in relation to controls at the
third-party service provider, it could not be demonstrated if the audit trail (edit log) facility was enabled at the database
level.
The audit trail feature being was not being tampered with to the extent it was enabled. Additionally, for the periods where the
audit trail (edit log) facility was enabled and operated, audit trail has been preserved by the Company as per the statutory
requirements for record retention
As per the MCA notification dated August 05, 2022, the Central Government has notified the Companies (Accounts) Fourth
Amendment Rules, 2022. As per the amended rules, the Companies are required to maintain back-up of the books of account
and other relevant books and papers in electronic mode that should be accessible in India at all the time. Also, the Companies
are required to create backup of accounts on servers physically located in India on a daily basis. The Company maintains
its books of accounts and other relevant records and papers electronically. Daily backups of all such electronic records are
stored on servers physically located in India. An exception is one non-primary software, as the same has been hosted by
the third-party service provider, whose backup is securely maintained on servers located outside India and remain readily
accessible to the Company and its officers in India at all times."
45 The comparative figures have been regrouped/ rearranged wherever considered necessary to make them comparable with
current year numbers.
46 The figures have been rounded off to the nearest million of rupees up to two decimal places. The figure 0.00 wherever stated
represents value less than f 10,000/-.
The Company has a defined benefit gratuity plan. Under the gratuity plan, every employee who has completed at least five years of service 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 an insurance company in the form of qualifying insurance policy. The following tables summarise the components of net benefit expense recognised in the statement of proft and loss and the funded status and amounts recognised in the balance sheet for the respective plans.
2. Segment information
During the year ended 31st March, 2014, there was a change in the constitution of the Board of Directors. Based on the change in senior management and Board of Directors and the objective to have synergies by selling solutions to have effective increase in market share, the management believes that the Company deals in only one business segment because the entity does not have the ability to curtail the individual business i.e. manufacturing of enclosures and sales of allied traded products. Additionally, the reporting to the Board of Directors since 1st April, 2013, is at Company level only. The Company believes that it operates as one business segment with effect from 1st April, 2013 and accordingly disclosure requirements as per Accounting Standard - 17 on Segment Reporting are not applicable.
Secondary information is reported geographically.
Geographical segments:
The Company's secondary segments are the geographic distribution of activities. Revenue and receivables are specified by loca- tion of the customers while other geographic information is specified by location of the assets. The following table presents revenue, expenditure and certain asset information regarding the company's geographical segments:
3. Name of the related parties and related party relationship Related party where control exists Ultimate Holding Company Schneider Electric SA, France Holding Company Schneider Electric South East Asia (HQ) Pte Limited, Singapore Related parties with whom transactions have taken place during the year Fellow subsidiaries Schneider Electric IT Business India Private Limited, India Schneider Electric India Private Limited, India Schneider Electric Infrastructure Limited, India Invensys India Private Limited, India Schneider Electric IT Corporation, USA Schneider Electric Espana SAU, Spain Schneider Electric IT Logistic Asia Pacifc Pte. Limited, Singapore Schneider Electric Logistics Asia Pte. Limited, Singapore PT Schneider Electric Manufacturing Batam , Indonesia Schneider Electric Dc MEA Fzco, U.A.E. Schneider Electric Japan Inc., Japan APC (Xiamen) Power Infrastructure, China Sarel Appareillage Electrique, France Schneider Electric IT Australia P/L, Australia Schneider Electric IT SA (Pty) Ltd, South Africa Schneider Electric IT Singapore Pte Ltd., Singapore Schneider Electric Canada Inc, Canada Schneider Electric (China) Co. Ltd, China Schneider Electric IT France, France Schneider Electric Solar Inverters USA Inc. , USA Schneider Electric USA Inc., USA Clipsal Manufacturing (M) SDN BHD, Malasiya Unifair SPA, Italy
Key management personnel
Venkatraman S Managing Director (w.e.f. 13th August, 2013)
Dharni Babu V Manager (ceased to be a manager w.e.f. 13th August, 2013)
Additional related parties as per Companies Act, 2013 with whom transactions have taken place during the year:
Key management personnel
Damodar Kalavala Chief Officer (CFO) (w.e.f. 21st May, 2015)
Neeraj Garg Chief Officer (CFO) (ceased to be a CFO w.e.f 21st May, 2015)
Vighneshwar Bhat Company Secretary (w.e.f. 16th April, 2014)
4. As a part of Schneider Electric SA (Ultimate holding Company) overall pay policy, Schneider Electric SA, 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 SA.
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 April 1, 2005. The scheme detailed above is managed and administered by the ultimate parent company for its own benefit and do not have any settlement obligations on the Company. Further, the aforesaid scheme pertains to shares of the ultimate parent company and impact of compensation benefits in respect 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.
5. 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.
6. Loss before tax for the year ended 31st March, 2015 includes adjustments pertaining to earlier years amounting to (Rs.18,591,553) (31st March, 2014: (Rs.1,631,377)) as below.
7. During the year ended 31st March, 2014, the Company had changed its name from APW President Systems Limited to Schneider Electric President Systems Limited vide approval received from Registrar of Companies dated 4th October, 2013.
8. The previous year's fgures have been re-grouped/rearranged, wherever necessary to confrm to current years' classifcation
Schneider Electric President Systems Limited (formerly, APW President Systems Limited) (''SEPSL'' or ''the Company'') is a designer, manufacturer and supplier of standard and customized enclosure systems for over 27 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. SEPSL 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.
SEPSL also has a nationwide network of sales offices, representatives and distributors to support customer wherever they may need assistance for installation, commissioning and on-going services.
2. Basis of preparation
The financial statements have been prepared and presented under the historical cost convention on the accrual basis of accounting, unless stated otherwise and comply with the mandatory Accounting Standards (''AS'') prescribed under the Companies Act, 1956 read with the General Circular 08/2014 dated 04 April 2014 issued by the Ministry of Corporate Affairs, and other accounting principles generally accepted in India. The accounting policies adopted in the preparation of financial statements are consistent with those of the previous year.
Going concern uncertainty
The Company incurred a net loss of Rs.48,192,526 for the financial year ended 31 March 2014. Further, the Company incurred a net loss of Rs. 33,295,488 and Rs. 57,792,444 for the year ended 31 March 2013 and 2012, respectively. While these factors would normally indicate the existence of a material uncertainty which may cast significant doubt about the Company''s ability to continue as a going concern, the receipt of financial and operating support from the parent company, including increased borrowing limits and extension to repay the borrowing on 31 October 2018 from a group company in India, mitigates this uncertainty. Consequently, no adjustments have been made to the carrying value, or classification of the balance sheet amounts.
3 Long-term borrowings
i) Finance lease obligation is secured by hypothecation of vehicles taken on lease. The same is payable in 60 monthly installments of Rs.34,712 (including interest) each carrying an effective interest rate of 10.81% p.a.
ii) Loans from Fellow Subsidiary carry interest @ 10.75% p.a. which was revised to 9% p.a. w.e.f. 1 December 2012 and 7.5% w.e.f. 27 March 2014. The loan is repayable on 31, October 2018, although the Company has an option to prepay the aforesaid borrowing at its own discretion.
4 Deferred tax liability (net)
The Company has recognised deferred tax assets on deductible timing differences to the extent of deferred tax liability on taxable timing differences as the Company believes it is virtually certain that deferred tax asset on deductible timing differences (i.e., carry forward losses and losses disallowed for tax purposes u/s 43B of the Income Tax Act, 1961) shall be recovered to the extent of deferred tax liability on taxable timing differences arising on account of depreciation differences on fixed assets.
5 Provisions
i) The Company has unsecured working capital facility with Citibank for Rs. 60,000,000 with effect from 16 April 2013. The facility is repayable on demand and bears a floating rate determined based on market condition and is referenced to Reserve Bank of India base rate. Further, during the year the Company has withdrawn the existing facility with Syndicate Bank for Rs. 75,000,000 (31 March 2013: Rs. 75,000,000) with effect from 24 October 2013. The facilities with Syndicate Bank were secured by a charge on present and future inventories, trade receivables and fixed deposits. The facility had a floating rate determined based on market condition and is referenced to base rate plus margin of 450 basis points.
ii) During the current year, the Company has borrowed Rs. 50,000,000 from its fellow subsidiary, primarily to facilitate its working capital requirements, at an interest rate of 7.5 % p.a. The loan is repayable on or before 27 March 2015.
iii) Includes letter of credit from banks issued to various customers for supply of goods. The tenure of such letter of credit issued ranges from 90 to 180 days.
6 Employee benefits expense
During the year ended 31 March 2013, the Company reached final settlement with trade union on 19 July 2012 for the period of three years beginning 1 July 2011 with regard to increase of wages for the workers based out of Bangalore factory. Based on the agreement, employee benefit expense during the year includes Rs. Nil ( 31 March 2013Rs.329,313) pertaining to earlier year.
(ii) During the year ended 31 March, 2013, the Company had appointed an external agency to conduct the physical verification of entire block of fixed assets, except for computer equipments, of the Company as of 29 February 2012. Based on the report from the consultant, certain assets amounting to Rs. 876,807 were not found during the physical verification. Accordingly, the Company had written off such balance and charged the same to the statement of profit and loss for the year ended 31 March 2013.
7 Gratuity
The Company has a defined benefit gratuity plan. Under the gratuity plan, every employee who has completed at least five years of service 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 an insurance company in the form of qualifying insurance policy. The following tables summarise the components of net benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for the respective plans.
8 Leases
Operating lease
The Company has entered into commercial leases on certain premises under cancelable operating lease. These leases expire on various dates upto 16 December 2014 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. 8,864,526 (31 March 2013: Rs. 13,028,993).
9 Segment information
The Company''s operations predominantly relate to manufacture of enclosures and card frames. The Company is organised into one main business segment namely ''Enclosures''. The business segment is identified considering the nature of services; the risk and returns, the organization structure and the internal financial reporting system. The accounting principles consistently used in the preparation of the financial statements are also consistently applied to record income and expenditure in individual segments.
All income and operating expenses, which can be identified with a particular business segment, have been categorized under the respective business segment. Operating expenses, which cannot be specifically identified with a business segment, have been allocated on a reasonable basis. General expenses which relate to the enterprise as a whole have not been allocated to any business segment and these expenses are disclosed separately as un-allocable expenses.
During the current year there has been a change in the constitution of the Board of Directors. Based on the change in senior management and Board of Directors and the objective to have synergies by selling solutions to have effective increase in market share, the management believes that the Company deals in only one business segment because the entity does not have the ability to curtail the individual business i.e. manufacturing of enclosures and sales of allied traded products. Additionally, the reporting to the Board of Directors since 1 April 2013, is at Company level only. The Company believes that it operates as one business segment with effect from 1st April 2013 and accordingly the segment information for previous year only has been disclosed below.
Secondary information is reported geographically.
Geographical segments:
The Company''s secondary segments are the geographic distribution of activities. Revenue and receivables are specified by location of the customers while other geographic information is specified by location of the assets. The following table presents revenue, expenditure and certain asset information regarding the company''s geographical segments:
10 Name of the related parties and related party relationship Related party where control exists
Ultimate Holding Company Schneider Electric SA, France
Holding Company Schneider Electric South East Asia (HQ) Pte Limited
Related parties with whom transactions have taken place during the year
Fellow subsidiaries Schneider Electric IT Business India Private Limited, India
American Power Conversion Corporation,USA Schneider Electric Espana SAU, Spain
Schneider Electric IT Logistic Asia Pacific Pte. Limited, Singapore APC Australia Pty. Limited, Australia PT Schneider Electric Manufacturing Batam , Indonesia Schneider Electric Dc MEA Fzco, U.A.E.
Schneider Electric India Private Limited, India
Schneider Electric Japan Inc., Japan
Schneider Electric Manufacturing (M) Sdn. Bhd., Malaysia
Uniflair India Private Limited, India
APC (Xiamen) Power Infrastructure, China
Sarel Appareillage Electrique, France
Schneider Electric Infrastructure Ltd, India
Schneider Electric IT Australia P/L, Australia
Schneider Electric IT Phillipines Inc, Phillipines
Schneider Electric IT SA (Pty) Ltd, South Africa
Schneider Electric IT Singapore Pte Ltd., Singapore
Schneider Electric Canada Inc, Canada
Schneider Electric (China) Co. Ltd, China
Key management personnel
Venkatraman S Managing Director (w.e.f 13 August 2013)
Dharni Babu V Manager (w.e.f. 1 April 2012) (ceased to be a manager w.e.f 13 August 2013)
Ajay Shankar Director (w.e.f. 9 October 2012) (ceased to be a director w.e.f 8 March 2013)
Charles Watanabe Director (w.e.f 19 May 2011) (ceased to be a director w.e.f. 5 October 2012)
31-Mar-14 31-Mar-13
29 Contingent liabilities Rs. Rs.
Claims against the Company not acknowledged as debts (i) 4,310,121 1,498,228
Excise and service tax matters 64,813 72,046
Sales Tax matters - Non collection of ''C'' and ''I'' forms 17,383,090 59,009,899
Outstanding bank guarantees 46,594,054 3,108,559
68,352,078 763,688,732
(i) During the current year, the Company has undertaken an exercise of reconciling its vendor balances with respect to the confirmations/account statements received from such vendors. The Company did not acknowledge vendor claims amounting to Rs.4,310,121(Rs. 1,498,228) as debts in absence of adequate documentation evidencing the proof of delivery of the materials to be received from the vendors. Further the management confirms that the materials are yet to be received by the Company. In absence of availability of adequate documentation/supporting evidences that need to be provided by the vendors, the management does not expect any material adverse effect on the financial position and the results of operation as at 31 March, 2014.
11 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.
12 Loss before tax for the year ended 31 March 2014 includes adjustments pertaining to earlier years amounting to (Rs.1,631,377) (31 March, 2013): (Rs. 631,279).
13 The Board of Directors passed a circular resolution at the Board meeting held on 27 July 2013 for changing the name from APW President Systems Limited to Schneider Electric President Systems Limited. Accordingly, management has obtained approval from the Registrar of Companies dated 4 October 2013.
14 The previouss year''s figures have been re-grouped/rearranged, wherever necessary to confirm to current years'' classification.
APW President Systems Limited (''APW'' or ''the Company'') is a designer, manufacturer and supplier of standard and customized enclosure systems for over 27 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. APW 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.
APW also has a nationwide network of sales offices, representatives and distributors to support customer wherever they may need assistance for installation, commissioning and on-going services.
2. Basis of preparation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (India GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956 (''the Act''). The financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those of previous year.
Going concern uncertainty
The Company incurred a net loss of Rs.33,295,488 for the financial year ended 31 March 2013. Further, the Company incurred a net loss of Rs.57,792,444 and Rs.11,448,554 for the year ended March 31, 2012 and 2011, respectively. While these factors would normally indicate the existence of a material uncertainty which may cast significant doubt about the Company''s ability to continue as a going concern, the receipt of financial and operating support from the parent company, including increased borrowing limits and extension to repay the borrowing on October 31, 2018 from a group company in India, mitigates this uncertainty. Consequently, no adjustments have been made to the carrying value, or classification of the balance sheet amounts.
3. Gratuity
The Company has a defined benefit gratuity plan. Under the gratuity plan, every employee who has completed at least five years of service 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 an insurance company in the form of qualifying insurance policy. The following tables summarise the components of net benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for the respective plans.
4 Segment information
The Company''s operations predominantly relate to manufacture of enclosures and card frames. The Company is organised into one main business segment namely ÂEnclosures''. The business segment is identified considering the nature of services; the risk and returns, the organization structure and the internal financial reporting system. The accounting principles consistently used in the preparation of the financial statements are also consistently applied to record income and expenditure in individual segments.
All income and operating expenses, which can be identified with a particular business segment, have been categorized under the respective business segment. Operating expenses, which cannot be specifically identified with a business segment, have been allocated on a reasonable basis. General expenses which relate to the enterprise as a whole have not been allocated to any business segment and these expenses are disclosed separately as un-allocable expenses.
Secondary information is reported geographically.
5. Name of the related parties and related party relationship Related party where control exists
Ultimate Holding Company Schneider Electric SA, France
Holding Company Schneider Electric South East Asia (HQ) Pte Limited
Related parties with whom transactions have taken place during the year
Fellow subsidiaries SEIT Vietnam COM OU, Vientnam
MGE UPS Systems Philippines Inc., Philippines
Alexander Schneider Limited, Israel
American Power Conversion Corporation Japan Inc., Japan
American Power Conversion Corporation, USA
APC (Xiamen) Power Infrastructure Company Limited, China
APC Australia Pty. Limited, Australia
PT Schneider Electric Manufacturing Batam, Indonesia
Sarel Appareillage Electrique SAS, France
Schneider Electric DC MEA FZCO, U.A.E.
Schneider Electric Espana SAU, Spain
Schneider Electric India Private Limited, India
Schneider Electric Infrastructure Limited, India
Schneider Electric IT Australia P/L, Australia
Schneider Electric IT Business India Private Limited (Formerly, American Power Conversion India (Private) Limited, India)
Schneider Electric IT Logistic Asia Pacific Pte. Limited, Singapore
Schneider Electric IT Phillipines Inc, Phillipines
Schneider Electric IT SA (Pty) Limited, South Africa
Schneider Electric IT Singapore Pte Limited., Singapore
Schneider Electric Japan Inc., Japan
Schneider Electric Manufacturing (M) Sdn. Bhd., Malaysia
Schneider Electric Canada Inc., Canada
Uniflair India Private.Limited., India
Universal Enclosures Systems, Spain
Related Companies M. Rutty & Co. Pty. Ltd, Australia (ceased to be a related company w.e.f 19 May 2011)
Key management personnel
Ajay Shankar Director (w.e.f. 9 October 2012) (ceased to be a director w.e.f 8 March 2013)
Ashok Kunte Director (ceased to be a director w.e.f. 19 May 2011)
Charles Watanabe Director (w.e.f 19 May 2011) (ceased to be a director w.e.f. 5 October 2012)
Dharni Babu Manager (w.e.f. 1 April 2012) (ceased to be manager w.e.f. 12 August 2013)
E. A. Elias Managing Director(ceased to be a director w.e.f. 19 May 2011)
Pramod Agashe Managing Director (w.e.f 19 May 2011) (ceased to be a director w.e.f. 31 March 2012) Sudhir Seth Director (ceased to be a director w.e.f. 19 May 2011)
6. 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.
7. "Loss before tax for the year ended 31 March 2013 includes adjustments pertaining to earlier years amounting to Rs. 631,279.(March 31, 2012: (Rs. 1,327,457)). Further, deferred tax benefit includes adjustments pertaining to earlier year amounting to Rs. Nil (31 March 2012 :Rs. 5,578,122)."
8. The previous year''s figures have been re-grouped/rearranged, wherever necessary to confirm to current years'' classification.
9. The previous year''s figures are audited by a firm of chartered accountants other than S.R.Batliboi & Associates LLP.
APW President Systems Limited ('APW' or 'the Company') is a designer, manufacturer and supplier of standard and customized enclosure systems for over 27 years in 19-inch enclosures for IT and Telecom infrastructure, systems management and operations.
The Company's operations predominantly relate to manufacture of enclosures and trading of electrical equipments. APW 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.
APW also has a nationwide network of sales offices, representatives and distributors to support customer wherever they may need assistance for installation, commissioning and on-going services.
2. Basis of preparation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (India GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention.
The accounting policies adopted in the preparation of the financial statements are consistent with those of previous year, except for the change in accounting policy explained below.
3. Gratuity
The Company has a defined benefit gratuity plan. Under the gratuity plan, every employee who has completed at least five years of service gets a gratuity on departure as per the policy of the Company, which is a minimum of 15 days for each completed year of service as per Gratuity Act. The scheme is funded with an insurance company in the form of qualifying insurance policy. The following tables summarise the components of net benefit expense recognised in the statement of profit and loss account and the funded status and amounts recognised in the balance sheet for the respective plans.
4. Segment information
The Company's operations predominantly relate to manufacture of enclosures and card frames. The Company is organised into one main business segment namely 'Enclosures'. The business segment is identified considering the nature of services; the risk and returns, the organization structure and the internal financial reporting system. The accounting principles consistently used in the preparation of the financial statements are also consistently applied to record income and expenditure in individual segments.
All income and operating expenses, which can be identified with a particular business segment, have been categorized under the respective business segment. Operating expenses, which cannot be specifically identified with a business segment, have been allocated on a reasonable basis. General expenses which relate to the enterprise as a whole have not been allocated to any business segment and these expenses are disclosed separately as un-allocable expenses.
The Company does not have any reportable geographical segment.
5. Contingent liabilities
31-Mar-12 31-Mar-11 Rs. Rs.
Claims against the Company not acknowledged as debts 1,382,317 --
Excise and service tax matters 119,015 680,579
Sales Tax matters à Non collection of Rs.C' and Rs.I' forms 44,134,583 58,673,379
Outstanding Bank Guarantees 3,462,926 2,548,655
6. Other Commitments
a. As at 31 March 2012, the Company has commitments of Rs.65,481,063 relating to purchase of services and raw materials.
b. For commitments relating to lease arrangements, please refer note 26.
7. Previous year figures
Till the year ended 31 March 2011, the Company was using pre-revised Schedule Vl to the Companies Act 1956, for preparation and presentation of its financial statements. During the year ended 31 March 2012, the revised Schedule VI notified under the Companies Act 1956, has become applicable to the Company. The Company has reclassified previous year figures to conform to this year's classification. Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it significantly impacts presentation and disclosures made in the financial statements, particularly presentation of balance sheet. The following is a summary of the effects that revised Schedule VI had on presentation of balance sheet of the Company for the year ended 31 March 2011:
8. On 30 January 2012, the shareholders of the Company, through a special resolution passed through postal ballot, approved voluntary delisting of the equity shares of the Company from all the stock exchanges on which the equity shares are listed and traded. Consequently, Schneider Electric South East Asia (HQ) Pte Limited, promoter shareholders, could acquire up to 1,512,006 equity shares (representing 25 percent of the current issued and paid-up share capital) from the public shareholders of the Company. Post such acquisition by the promoter shareholder, the Company would seek to voluntarily delist the equity shares from all the stock exchanges on which such equity shares are listed and traded.
9. 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.
10. Revenues include adjustments pertaining to earlier year amounting Rs. 1,327,457 (31 March 2011 Ã Nil). Further, deferred tax benefit includes adjustments pertaining to earlier year amounting Rs. 5,578,122 (31 March 2011 - . Rs. 3,397,582)
11. The previous year's figures are audited by a firm of chartered accountants other than S.R. Batliboi & Co. The accompanying notes are an integral part of the financial statements.
As at As at March 31, 2011 March 31, 2010 (Rupees) (Rupees)
(a) Contingent Liabilities
Outstanding Bank Guarantees * 2,548,655 9,719,671 Claims against the Company not acknowledged as debts in respect of ** :
- Sales Tax matters à Non collection of C and I forms 58,673,379 62,800,604
- Excise and Services Tax matters 680,679 651,413
* All Bank Guarantees are Performance Bank Guarantees.
** The timing and the amount of cash flows, if any that may arise from the above matters will be determined only on settlement of the cases.
(b) Capital Commitments
Estimated amount of contracts remaining to be executed
on Capital Account (net of ad vances) 6,983,580 3,056,922
(c) In accordance with the Export Promotion of Capital Goods ("EPCG") Scheme, import of capital goods are allowed to be made duty free subject to the condition that the Company will fulfil, in future, a specified amount of export obligation within a specified time. As at March 31, 2011, the Company has received redemption letters for all EPCG licences from Joint Director General of Foreign Trade.
2. Shareholding Pattern
The Promoters of the Company entered into Share Purchase Agreement dated January 7, 2011 with Schneider Electric South East Asia (HQ) Pte Ltd (the "Acquirer",) to acquire 75% of the Share Capital of the Company by acquiring minimum of 55% of the share capital from the Promoters and upto 20% of Share Capital from the public shareholders. Accordingly, the Open Offer commenced on April 18, 2011 and closed on May 7, 2011. Closure of the transaction, as contemplated under Share Purchase Agreement, is expected by May 22, 2011, being 15 days from the date of closure of open offer, subject to regulatory approvals.
The above information and that given in schedule 13, "Current Liabilities and Provisions" regarding Micro and Small Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.
* As informed by the Management, manufacturing licence does not contain details of licensed capacity.
- As certified by the Management.
Note (i) Enclosures includes Racks, Sub-racks, Cabinets for use in Telecom, Networking, Electrical and other industries and includes parts for ATMs.
(ii) Capacity for Enclosures includes capacity for components and accessories for contract manufacturing.
(iii) Capacity for various products is interchangeable as the machinery is common and processes are similar.
* The relevant information is given in aggregate as individual items are too numerous to be conveniently grouped and are of a value less than 10% of the total.
** Sales are net of excise duty and sales tax.
* The value of consumption of raw materials has been arrived at on the basis of Opening Stock plus Purchases less Closing Stock. The consumption, therefore, includes adjustments for raw materials written-off, shortage/excess, etc.
** The relevant information is given in aggregate as individual items are too numerous to be conveniently grouped and are of a value less than 10% of the total.
3. Related Party Disclosures
a. Related Party Disclosures as required by Accounting Standard 18, "Related Party Disclosures", issued by the Council of the Institute of Chartered Accountants of India are given below:
i) Subsidiary Company ii) Related Companies iii) Key Management Personnel
APW Systems MEA (FZC) LLC. M. Rutty & Co. Pty. Ltd. E. A. Elias (Subsidiary operation closed on March 31, 2010 APW Electronics Ltd. Sudhir Seth and full and final settlement against equity held APW Electronics Group Ltd. Ashok Kunte by the Company was received on July 12, 2010) APW Enclosures Systems (UK) Ltd.
This aforesaid list of related parties is limited to entities/ persons with whom transactions have taken place during the year or those who owe amounts to the Company or to whom amounts are owed by the Company at the year end. Other entities with whom there are no transactions have not been disclosed above.
4. Segmental Reporting
The business segment has been considered as the primary segment. The Company is organised into one main business segment, namely Enclosures, Card Frames, Instrument Case and Consoles.
The business segments have been identified considering the nature of services, the differing risks and returns, the organisation structure and the internal financial reporting system.
Segment revenue, results, assets and liabilities have been accounted for on the basis of their relationship to the operating activities of the segment and amounts allocated on a reasonable basis.
* Represents United Arab Emirates, Kuwait and Oman.
** Represents Australia, United States of America, China, Singapore, Japan, Hong Kong, United Kingdom, Egypt, Israel and Tunisia.
(iii) Notes:
(a) The Segment Revenue revenue in the geographical segments considered for disclosure are as follows:
- Revenue within India includes sales to customers located within India and earnings in India.
- Revenue outside India includes sales to customers located outside India, earnings outside India and export benefits on sales made to customers located outside India.
(b) Segment revenue, results, assets and liabilities include the respective amounts identified to each of the segments and amounts allocated on a reasonable basis.
MLP: Minimum Lease Payments
PV: Present Value
Lease expenses recognised during the year as interest Rs. 76,261 (Previous year: Rupees 169,975).
5. The Company uses forward contracts to hedge its risks of net exposure associated with foreign currency fluctuations. The Company does not enter into any forward contract which is intended for trading or speculative purposes.
Refer Note 1(F) above for accounting policy on Foreign Currency Transactions. 21. Previous year figures have been regrouped and recast wherever necessary to conform to the current year classification.
Rupees (a) Contingent Liabilities As at March 31, As at March 31 2010 2009 Outstanding Bank Guarantees * 9,719,671 34,360,127 Claims against the Company not acknowledged as debts in respect of ** : - Sales Tax matters à Non collection of C and I forms 62,800,604 10,558,107 - Excise matters 651,413 -
* All Bank Guarantees are Performance Bank Guarantees.
** The timing and the amount of cash flows, if any that may arise from the above matters will be determined only on settlement of the cases.
(b) Capital Commitments As at March 31, 2010 As at March 31, 2009
Estimated amount of contracts remaining to be executed on Capital Account 3,056,922 55,784,652 (net of advances)
(c) In accordance with the Export Promotion of Capital Goods (ÃEPCGÃ) Scheme, import of capital goods are allowed to be made duty free subject to the condition that the Company will fulfill, in future, a specified amount of export obligation within a specified time. As at March 31, 2010, the Company has fulfilled equired export obligations against the amount of duty saved on import of capital goods. On fulfilment of required obligation, the Company has filed five applications for closure of EPCG Licences to Joint Director General of Foreign Trade (DGFT) out of which redemption letters for two licences have been received.
2. Diminution in the value of investment
The Company has an investment of Rs.1,736,713 (144 Equity Shares of DHS 1000 each) in the shares of APW Systems MEA FZC LLC (ÃAPW MEAÃ), a subsidiary of the Company. The net worth of APW MEA has substantially eroded due to operational losses as on March 31, 2010. The Board of Directors of the Company has passed the resolution on March 31, 2010 to discontinue the operations and to liquidate APW MEA as of March 31, 2010 and its operations to be wound up as of that date.
On that basis, the account of APW MEA is not prepared on a going concern basis, accordingly, the Company has provided the diminution in the value of investment aggregate to Rs. 1,273,730 and is charged to Profit and Loss Account.
3. Segmental Reporting
The business segment has been considered as the primary segment. The Company is organised into one main business segment, namely ÃEnclosures, Card Frames, Instrument Case and ConsolesÃ. The business segments have been identified considering the nature of services, the differing risks and returns, the organisation structure and the internal financial reporting system. Segment revenue, results, assets and liabilities have been accounted for on the basis of their relationship to the operating activities of the segment and amounts allocated on a reasonable basis.
4. (i) Hire Purchase /Lease Transactions
The Company has acquired Vehicles under Hire Purchase Scheme which expires on various dates up to September 5, 2011. The minimum lease payments and present value of minimum lease payments as at March 31, 2010 is as under:
(ii) Operating Lease Transactions
The Company has taken on lease commercial facilities under non-cancelable operating lease. This lease expires on various dates upto October 31, 2012 and is renewable at the request of lessee by mutual agreement for a further period. The future minimum lease payments as at March 31, 2010 in respect of these are as follows:
5. The Company uses forward contracts to hedge its risks of net exposure associated with foreign currency fluctuations. The Company does not enter into any forward contract which is intended for trading or speculative purposes.
6. Previous year figures have been regrouped and recast wherever necessary to conform to the current year classification.
1 Estimated amount of Contracts remaining 837,773 708,347 to be executed on Capital Account
2 Contingent Liabilities not provided for :-
i) On account of Bank Guarantees 3,387,964 4,697,380
ii) Claims against the Company not acknowledged as debts as the same are disputed in appeal
Entry Tax 73,034 --
Excise - 1,253,549
Customs Duty - 100,000
3 The basis of valuation of inventories has been changed during the year to conform to the revised accounting standard on Valuation of Inventories (AS2) issued by the Institute of Chartered Accountants of India
which became effective on 1st April, 1999. As a consquence, there is increase in the value of the inventories and profit for the year by Rs. 5.61 lakhs.
4 SUNDRY DEBTORS
Sundry Debtors include Rs. 834,888/- (P.Y. 125,835/-) due from a Private Limited Company in which a Director is interested.
5 SUNDRY CREDITORS
Sundry Creditors include Rs.25,22,864/-(P.Y.13,47,487/-) payable to small scalle industrial undertakings. Of these amount exceedings Rs.100,000 outstanding for more thapn 30 days were payable to the following parties:
1. Multilogic 2.Sharda Electro Chem 3.G.R.Enterprises 4. J.J.Engineering Works 5. K.K.Industries 6. Prameen Industries 7. Sri Raju & Raju Presstronics 8. Sritron
6 Previous years figures are regrouped / rearranged wherever necessary.
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