MIRA INFORM REPORT

Report Date :

10.03.2011

IDENTIFICATION DETAILS

Name :	AMERICAN POWER CONVERSION (INDIA ) PRIVATE LIMITED

Registered Office :	Survey No.187/3 and 188/3, Jigani Village, Jigani Hobli, Anekal Taluk, Bangalore – 562106, Karnataka

Country :	India

Financials (as on) :	31.03.2010

Date of Incorporation :	10.03.1997

Com. Reg. No.:	08-37679 (Old) 29635(New)

CIN No.: [Company Identification No.]	U32109KA2001PTC029635 U30007TN1997PTC037679

TAN No.: [Tax Deduction & Collection Account No.]	CHEA03081B BLRA01711D

PAN No.: [Permanent Account No.]	AACCA6398Q

Legal Form :	Private Limited Liability Company

Line of Business :	Manufacturer and Suppliers of UPS and Power Protection Equipments

RATING & COMMENTS

MIRA’s Rating :

Aa (72)

RATING		STATUS	PROPOSED CREDIT LINE
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large

Maximum Credit Limit :	USD 45000000

Status :	Good

Payment Behaviour :	Regular

Litigation :	Clear

Comments :	Subject is a part of American Power Conversion, USA, a multi-national organisation. Available information indicates high financial responsibility of the company. Trade relations are fair. Payments are usually correct and as per commitments. The proposed business dealings of the company can be considered against normal trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – April 1, 2010

Country Name

Previous Rating

(31.12.2009)

Current Rating

(01.04.2010)

India

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INFORMATION DECLINED BY

Management Non Co-operative.

LOCATIONS

Registered Office/ Head Office/ Factory :	Survey No.187/3 and 188/3, Jigani Village, Jigani Hobli, Anekal Taluk, Bangalore – 562106, Karnataka, India
Tel. No.:	91-80-27826025 – 32 / 27826151 – 58/ 7812070
Fax No.:	91-80-27826022 / 23 / 24/ 2213816
E-Mail :	isbinfo@apcc.com msreddy@aagj.com faizur.rehman@in.schneider-electric.com anup.shirivastava@apcc.com
Website :	http://www.apcc.com chentha@gmail.com http://www.ups.cfmups.cfm http://www.apcc.surge.cfinsurge.com
Area :	3 acres (Leased)

Marketing Head Office / Software Division :	27, Lavelle Road, Bangalore – 560 001, Karnataka, India
Tel. No.:	91-80-22997511 / 12 /14 /15
Fax No.:	91-80-22213816
E-Mail :	isbinfo@apcc.com
Website:	http://www.apcc.com/india
Area :	5000 sq. ft.( Leased)

Corporate Office:	263, Bommansandra Industrial Phase IV, Jigani Link Road, Bangalore-00158, Karnataka, India
Tel. No.:	91-80-39872000

Other Offices:
	B- 229,Greater Kailash- I, New Delhi – 110 048
Tel No.:	91-11-26216298/ 26436890/2 6430888/ 26436887/ 26436879
Fax No.:	91-11-26436888

	B-207, Floral Deck Plaza, MIDC, Andheri (East), Mumbai – 400 093.
Tel No.:	91-22-28203859/2 8302300
Fax No.:	91-22-28238079

	Apeejay Business Center – 8^th Floor, Apeejay House, Block – A, 15 Park Street, Kolkata – 700 016.
Tel No.:	91-33-22171721/ 22171136/ 22170283/ 22170308
Fax No.:	91-33-22171137

	“Rolex”, 3-41-66, Sri Laxmi Nilayam, West Marredpally, (Behind Police Station ), Secunderabad – 500 026.
Tel No.:	91-40-27717626/ 27807974
Fax No.:	91-40-27807974

	MB House- 3^rd Floor, 51 Chandroday Society, Ahmedabad – 380 014.
Tel No.:	91-79-26407001/ 26593159/ 26405892
Fax No.:	91-79-26568433

Branches :	Located at : · Chennai · Kolkata · Bangalore · New Delhi · Mumbai · Lucknow · Secunderabad · Cochin Pune

DIRECTORS

As on : 30.09.2010

Name :	Mr. Javed Ahmad
Designation :	Managing Director and General Manager Manufacturing
Address :	3B Regency Heights, Cleveland Road, Fraser Town, Bangalore – 560005, Karnataka, India
Date of Birth/Age :	29.01.1967
Qualification :	MBA
Date of Appointment :	08.01.2007
DIN No.:	01705373

Name :	Mr. Pankaj Sharma
Designation :	Director
Address :	1, RHU cross, #08-08, Singapore – 437431
Date of Birth/Age :	19.02.1973
Date of Appointment :	30.09.2009
DIN No.:	02669725

Name :	Mr. Charles Dean Watanabe
Designation :	Director
Address :	Block 708, Upper Changi Road, East # 02-01, Singapore-486838
Date of Birth/Age :	21.07.1964
Date of Appointment :	30.09.2009
DIN No.:	02634059

Name :	Mr. Ricci J Michael
Designation :	Director
Address :	132, Fair, Grounds Road, Westkingston – R102892, West Kingston, USA
Date of Birth/Age :	16.08.1962
Date of Appointment :	27.12.2002
Date of Ceasing :	17.07.2009

Name :	Mr. Peter I Wexler
Designation :	Director
Address :	4, Deep Meadow Road, Lot 2, Baringon Ri
Date of Birth/Age :	02.12.1967
Date of Appointment :	16.03.2007
Date of Ceasing :	17.07.2009

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(As on 30.09.2010)

Names of Shareholders	No. of Prefernce Shares	No. of Equity Shares
American Power Conversion Corporation, USA	0.000	3353560
American Power Conversion Corporation (A.P.C) B. V. Ireland, Netherland	0.000	2
MGE UPS Systems SA France, France	53546	63125
Schneider Electric IT Singapore Pte. Limited, Singapore	0.000	1
Total	53546	3416688

Equity Share Breakup (Percentage of Total Equity)

(As on 30.09.2010)

Category		Percentage

Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]		100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Suppliers of UPS and Power Protection Equipments

Products:

Product Description	ITC Code
UPS, Mater Switches and Coponents	99999998
Software development and design services	8524311
Services Income	NA

PRODUCTION STATUS (AS ON 31.03.2008)

Particulars	Installed Capacity	Actual Production
UPS and Power Protection Systems	6900000	4395218

GENERAL INFORMATION

Suppliers :	· Exide Industries Limited, Kolkata · Panasonic, Singapore and China · Elcomponics Private Limited, India · Essem Technology Private Limited, India · Image Labels Private Limited, India

Customers :	· IBM India Limited, India · Dell Computers, India · Infosys Technologies,India · Retailers, End Users and others

No. of Employees :	Approximately 2400

Bankers :	· ICICI Bank, 1, Cenotaph Lane, Chennai - 600 018, Tamilnadu · ABN Amro Bank, Chennai, Tamilnadu · Citi Bank NA, M. G. Road, Bangalore –560001, Karnataka


Banking Relations :	Satisfactory

Auditors :
Name :	S. R. Batliboi and Associates Chartered Accountant
Address :	12^th and 13^th Floor, “UB CITY,” Canberra Block No. 24, Vittal Mallya Road, Bangalore – 560001, Karnataka, India
Tel No.:	91-80-40275000
Fax No.:	91-80-22106000

Holding Company:	· American Power Conversion Corporation, USA

CAPITAL STRUCTURE

As on 30.09.2010

Authorised Capital :

No. of Shares	Type	Value	Amount

5000000	Equity shares	Rs. 10 each	Rs. 50.000 Millions
1000000	Preference Shares	Rs. 10/- each	Rs. 10.000 Millions
	Total		Rs. 60.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount

3416688	Equity shares	Rs. 10 each	Rs. 34.167 Millions
53546	Preference Shares	Rs. 10/- each	Rs. 0.535 Million
	Total		Rs. 34.702 Millions

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount

6000000	Equity shares	Rs. 10 each	Rs. 60.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount

3353562	Equity shares	Rs. 10 each	Rs. 33.536 Millions

Note :

Of the above 3353560 (31 March 2008 : 3353560) equity shares of Rs. 10 each are held by American Power Conversion Corporation, United states of America, the holding company and 2 (31 March 2008 : 2) equity shares of Rs. 10 each are held by America Power Conversion B. V. Ireland )

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009	31.03.2008
SHAREHOLDERS FUNDS
1] Share Capital		34.000	34.000	34.000
2] Share Application Money		1.000	0.000	0.000
3] Reserves & Surplus		11102.000	8816.000	6699.000
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		11137.000	8850.000	6733.000
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		0.000	0.000	0.000
DEFERRED TAX LIABILITIES		3.000	0.000	0.000

TOTAL		11140.000	8850.000	6733.000

APPLICATION OF FUNDS

FIXED ASSETS [Net Block]		1997.000	1411.000	1351.000
Capital work-in-progress		41.000	135.000	17.000

INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	56.000	18.000

CURRENT ASSETS, LOANS & ADVANCES
	Inventories	2996.000	2169.000	2444.000
	Sundry Debtors	7801.000	7209.000	6058.000
	Cash & Bank Balances	431.000	767.000	243.000
	Other Current Assets	9.000	92.000	7.000
	Loans & Advances	2279.000	1619.000	969.000
Total Current Assets		13516.000	11856.000	9721.000
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	3347.000	3815.000	3922.000
	Current Liabilities	279.000	106.000	123.000
	Provisions	788.000	687.000	329.000
Total Current Liabilities		4414.000	4608.000	4374.000
Net Current Assets		9102.000	7248.000	5347.000

MISCELLANEOUS EXPENSES		0.000	0.000	0.000

TOTAL		11140.000	8850.000	6733.000

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009
	SALES
		Turnover	18810.000	21022.000

	TOTAL EXPENSES		16579.000	20623.000

	PROFIT BEFORE TAX		NA	2348.000

Less	TAX		NA	231.000

	PROFIT AFTER TAX (G-I)		2083.000	2117.000

	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	13882.000	16784.000
		Miscellaneous Income	20.000	0.000
		Software Development and design services	463.000	247.000
		Sales of Fixed Assets	41.000	0.000
	TOTAL EARNINGS		14406.000	17031.000

	IMPORTS
		Raw Materials	8046.000	11070.000
		Capital Goods	247.000	164.000
	TOTAL IMPORTS		8293.000	11234.000

	Earnings Per Share (Rs.)		600	631

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	11.07	10.07	NA

Return on Total Assets (PBT/Total Assets}	(%)	NA	17.69	NA

Return on Investment (ROI) (PBT/Networth)		NA	0.26	NA

Debt Equity Ratio (Total Liability/Networth)		0.40	0.52	0.65

Current Ratio (Current Asset/Current Liability)		3.06	2.57	2.22

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS

(Rs. in Millions)

Particulars	31.03.2010	31.03.2009	31.03.2008
Sundry Creditors*	3347.000	3815.000

* Sundry creditors include amount due to companies under the same management which are as follows:

Particulars	31.03.2010	31.03.2009	31.03.2008
Schneider Electric SA, France	9.000	17.000	0.000
Schneider Electric Inc, USA	6.000	0.000	0.000
American Power Conversion Corporation, USA	591.000	1136.000	1051.000
American Power Conversion Inc, Philippines	486.000	941.000	817.000
American Power Conversion B.V. Netherland	40.000	452.000	407.000
APC (Suzhou) Uninterrupted Power Supply Company Limited, China	0.000	136.000	109.000
American Power Conversion, Denmark AS	1.000	9.000	7.000
American Power Conversion Japan Inc, Japan	6.000	6.000	1.000
American Power Conversion, Middle East	0.000	1.000	1.000
American Power Conversion, UK Limited, UK	0.000	1.000	1.000
American Power Conversion, Singapore	17.000	6.000	3.000
American Power Conversion International Trade (Shanghai) Company Limited, China	0.000	12.000	2.000
Gutor Electronic Gmbh, Switzerland	0.000	3.000	2.000
APC (Xiamen) Power Infrastructure Company Limited, China	0.000	17.000	2.000
American Power Conversion S.A. Uruguay	0.000	1.000	1.000
Netbotz Inc, USA	0.000	1.000	0.000
American Power Conversion Pty Limited, Australia	10.000	18.000	0.000
MGE Asia Pte Limited, Singapore	0.000	0.000	11.000
MGE Manufacturing Shanghai Company Limited, China	0.000	4.000	0.000
MGE UPS Systems Inc, USA	0.000	18.000	0.000
MGE Ups Systems, France	23.000	1.000	0.000
MGE Asia Pte Limited, Singapore	109.000	0.000	0.000

Note:

· The company changed its registered office from 5A, Century Plaza 560, Annal Sali, Teynampet, Chennai-600018, Tamilnadu to Bangalore and a new company registration Number-29635 of Bangalore R.O.C was obtained.

· The 2008 Profit and Loss of the company is not available

Background:

The company was incorporated on March 10, 1997 as a private limited company under the Companies Act, 1956. the company is a wholly owned subsidiary of American Power Conversion Corporatieon, USA (APCC). In February 2007, Schneider Electric Sal, France, acquired the Shares held by the APCC and consequently, it has becomes the ultimate holding company.

The company is principally engaged in the manufacture and trading of UPS systems and other power protection equipments. The company commenced its trading operations on September 1, 1997 and its manufacturing operations on June 28, 1999 at Bangalore and subsequently obtained Electronic Hardware Technology Park (EHTP) license. The company’s softare technology park (STP) unit commenced operations on June 1, 2000.

FINANCIAL RESULTS :

The company was able to make satisfactory performance during the year ended on 31.03.2010. The Performance of the company must be assessed keeping in mind the global economic recession and its adverse impact on the global economy. The total income for the year has been Rs. 18810.000 Millions which was mainly generated form sale of products of the company. The company was able to generate other income for an amount of Rs. 1489.000 Millions during the year. The total expenditure for the period has been Rs. 16579.000 Millions. The net profit of the company for the year ended on 31.03.2010 has been Rs. 2084.000 Millions. the total profit carried to balance sheet as on 31.03.2010 is Rs. 10950.000 Millions.

FIXED ASSETS :

Leasehold Improvements
Plant and Machinery
Computer equipment
Office equipments
Furniture and fittings
Vehicles
Computer software

HISTORY

The Company was originally incorporated on 10^th March, 1997 at Chennai in Tamilnadu having Company Registration Number 18-37679.

Its registered office was shifted to Bangalore in Karnataka state on 9^th October, 2001 and obtained a fresh certificate of incorporation Number 29635.

The company became 43A company w.e.f. 1^st July 2000 and again converted as Private Limited company w.e.f. 13^th December 2000.

The Registered Office of the company has been changed to Karnataka, as per the CLB/SRB order dated 7^th September 2001 and the change has been registered by the ROC/Karnataka, assigning New Company Number 29635 dated 9^th October 2001.

The company incorporated in March 1981, was founded by three electronic power engineers from the Massachusetts Institute of Technology. At the time, the research and development efforts of these three men were focused on solar electricity. Over the next few years, Government funding and incentives in the solar arena began to dry up. In response, APC shifted its focus to power protection, introducing its fist UPS in 1984, the 750. The need for capital to support this growing business was satisfied in July 1988 when APC became a publicly traded company. The stock trading under the symbol “APCC” was priced at $ 125 per share when adjusted for stock splits.

It was well known that computer systems required back-up power solutions. It was quite common for a mainframe computer to have a large uninterruptible power supply (UPS) and generator installed in tandem. It came at the market from a different perspective. Industry trends involving the personal computer made it management realise that smaller UPSs were necessary for the market that included personal computer, PC servers and their networks.

Over the years, it has developed a global, end-to-end, product offering targeted at four strategic application area: Home/Small offices, Business Net Works, Access Providers and Data Centres & Facilities. Internal product development has been augmented with strategic acquisitions to form an industry leading product portfolio. Throughout the world, the APC brand has become synonymous with quality power back-up and management solutions.

It is a leader in its industry, employing over 5000 people worldwide, and is listed among the prestigious Fortune 1000, Forbes 500, Nasdaq 100 and S & P 500 rankings.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs. 45.02
UK Pound	1	Rs. 72.70
Euro	1	Rs. 62.54

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	8
OPERATING SCALE	1~10	8
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	8
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	8
--RESERVES	1~10	8
--CREDIT LINES	1~10	8
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		72

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.

MIRA INFORM REPORT

Located at :

· Chennai

· Kolkata

· Bangalore

· New Delhi

· Mumbai

· Lucknow

· Cochin

2996.000

2169.000

2444.000

7801.000

7209.000

6058.000

431.000

767.000

243.000

9.000

92.000

7.000

2279.000

1619.000

969.000

13516.000

11856.000

9721.000

3347.000

3815.000

3922.000

279.000

106.000

123.000

788.000

687.000

329.000

4414.000

4608.000

4374.000

9102.000

7248.000

5347.000

11.07

10.07

NA

NA

17.69

NA

NA

0.26

NA

0.40

0.52

0.65

3.06

2.57

2.22

HISTORY

Unit