MIRA INFORM REPORT

Report Date :

19.06.2012

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) :	31.03.2011
Date of Incorporation :	10.03.1997
Com. Reg. No.:	08-29635
Capital Investment/ Paid-up Capital:	Rs.34.702 Millions
CIN No.: [Company Identification No.]	U32109KA2001PTC029635
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
No. of Employees:	Not Available

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

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 – September 30, 2011

Country Name	Previous Rating (30.06.2011)	Current Rating (30.09.2011)
India	A1	A1

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

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

DIRECTORS

As on 30.09.2011

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

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U32109KA1997PTC029635	AMERICAN POWER CONVERSION (INDIA) PRIVATE LIMITED	Director	10/12/2007	8/1/2007	-	Active	NO
2	U74899DL1988PTC032019	LUMINOUS POWER TECHNOLOGIES PRIVATE LIMITED	Additional director	3/6/2011	3/6/2011	-	Active	NO

Name :

Mr. Pankaj Sharma

Designation :

Director

Address :

1, RHU cross, #08-08, Singapore – 437431

Date of Birth/Age :

19.02.1973

Date of Appointment :

22.06.2009

DIN No.:

02669725

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U32109KA1997PTC029635	AMERICAN POWER CONVERSION (INDIA) PRIVATE LIMITED	Director	30/09/2009	22/06/2009	-	Active	NO
2	L32109MH1984PLC034340	APW PRESIDENT SYSTEMS LIMITED	Additional director	2/4/2012	2/4/2012	-	Active	NO

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 :

22.06.2009

DIN No.:

02634059

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U32109KA1997PTC029635	AMERICAN POWER CONVERSION (INDIA) PRIVATE LIMITED	Director	30/09/2009	22/06/2009	-	Active	NO
2	L32109MH1984PLC034340	APW PRESIDENT SYSTEMS LIMITED	Director	19/05/2011	19/05/2011	-	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(As on 30.09.2011)

Names of Shareholders	No. of Preference 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

As on 30.09.2011

Category	Percentage
Directors or relatives of directors	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Suppliers of UPS and Power Protection Equipments

PRODUCTION STATUS (AS ON 31.03.2011)

Particulars	Installed Capacity	Actual Production
UPS and Power Protection Systems	4100000	1670777

GENERAL INFORMATION

No. of Employees :	Not Available
Bankers :	· ICICI Bank, 1, Cenotaph Lane, Chennai - 600 018, Tamilnadu · ABN Amro Bank, Chennai, Tamilnadu · Citi Bank NA, M. G. Road, Bangalore –560001, Karnataka
Facilities :	--

Banking Relations :	--
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
Pan No. :	AALFS0506L
Holding Company:	American Power Conversion Corporation, USA
Ultimate Holding Company:	Schneider Electric SA, France
Related Party:	· American Power Conversion B.V., Ireland · American Power Conversion Brazil Limited, Brazil · American Power Conversion Holding Inc, Taiwan · American Power Conversion Holdings, Denmark · American Power Conversion Inc, Philippines · American Power Conversion Japan, Inc. , Japan · American Power Conversion Pty Limited, Australia · American Power Conversion SA, Uruguay · American Power Conversion Singapore Pte Limited, Singapore · American Power Conversion, Guangzhou · American Power Conversion (Suzhou) Uninterrupted Power · Supply Co. Limited, China · American Power Conversion (Xiamen) Power Infrastructure Co. · Limited, China · American Power Conversion International Trade (Shanghai) Co · Limited, China · Gutor Electronic Gmbh, Switzerland
Fellow Subsidiaries :	· MGE Asia Pte Limited, Singapore · MGE China / Hong Kong Limited, Hong Kong · MGE China Limited, China · MGE UPS Systems Australia Pty Limited, Australia · MGE UPS Systems S.A. (Thailand) Co. Limited, Thailand · MGE UPS Systems SAS , France · MGE UPS Systems Malaysia SDN BHD, Malaysia · MGE UPS Systems, Philippines · Netbotz Inc.USA · Schneider Electric Inc, USA · Schneider Electric India Private Limited, India CIN No.: U74899DL1995PTC065815 · Schneider Electric IT, UAE · Schneider Electric Taiwan Company Limited, Taiwan · Schneider Electric, Canada · Schneider Electric, Korea · Xantrex Technologies, Canada

CAPITAL STRUCTURE

As on 31.03.2011

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

*(Held by MGE UPS Systems SA, France, allotted as fully paid up, pursuant to a scheme of merger, without payment being received in ash)

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		35.000	34.000	34.000
2] Share Application Money		0.000	1.000	0.000
3] Reserves & Surplus		12731.000	11102.000	8816.000
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		12766.000	11137.000	8850.000
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		0.000	3.000	0.000
TOTAL		12766.000	11140.000	8850.000
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		2009.000	1997.000	1411.000
Capital work-in-progress		373.000	41.000	135.000
INVESTMENT		0.0000	0.000	0.000
DEFERREX TAX ASSETS		8.000	0.000	56.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	3135.000	2996.000	2169.000
	Sundry Debtors	7842.000	7801.000	7209.000
	Cash & Bank Balances	414.000	431.000	767.000
	Other Current Assets	936.000	9.000	92.000
	Loans & Advances	3373.000	2279.000	1619.000
Total Current Assets		15700.000	13516.000	11856.000
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	4103.000	3316.000	3815.000
	Other Current Liabilities	437.000	310.000	106.000
	Provisions	784.000	788.000	687.000
Total Current Liabilities		5324.000	4414.000	4608.000
Net Current Assets		10376.000	9102.000	7248.000
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		12766.000	11140.000	8850.000

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
SALES
	Sales	20852.000	17321	20201.000
	Other Income	189.000	1489.00
TOTAL EXPENSES		19320.000	16579.000	20623.000
PROFIT BEFORE TAX		NA	NA	2348.000
TAX		NA	NA	231.000
PROFIT AFTER TAX		1629.000	2084.000	2117.000
PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		10952.000	8868.000	6751.000
BALANCE CARRIED TO THE B/S		12581.000	10952.000	8868.000
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		17341.000	14406.000	17031.000
IMPORTS
	Raw Materials		8046.000	11070.000
	Capital Goods		247.000	164.000
TOTAL IMPORTS		9681.000	8293.000	11234.000

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	7.74	11.07	10.47
Return on Total Assets (PBT/Total Assets}	(%)	NA	NA	17.69
Return on Investment (ROI) (PBT/Networth)		NA	NA	0.26
Debt Equity Ratio (Total Liability/Networth)		0.42	0.40	0.53
Current Ratio (Current Asset/Current Liability)		2.95	306	2.58

LOCAL AGENCY FURTHER INFORMATION

Check List by Info Agents	Available in Report [Yes/No]
Year of Establishment	Yes
Locality of the Firm	Yes
Constitution of the firm	Yes
Premises details	No
Type of Business	Yes
Line of Business	Yes
Promoters background	Yes
No. of Employees	Yes
Name of Person Contacted	No
Designation of contact person	No
Turnover of firm for last three years	Yes
Profitability for last three years	Yes
Reasons for variation <> 20%	-
Estimation for coming financial year	-
Capital the business	Yes
Details of sister concerns	Yes
Major Suppliers	No
Major Customers	No
Payment Terms	No
Export / Import Details [If Applicable]	No
Market Information	-
Litigations that the firm / promoter involved in	-
Banking Details	Yes
Banking Facility Details	No
Conduct of the banking account	-
Buyer visit details	-
Financials, if provided	Yes
Incorporation details, if applicable	Yes
Last accounts filed at ROC	Yes
Major Shareholders, if applicable	Yes

FINANCIAL RESULTS:

The company was able to make satisfactory performance during the year ended on 31.03.2011. The total income for the year has been Rs.21041.000 million which was mainly generated from sale of products of the company .The company was able to generate other income for an amount of Rs.189.000 million during the year. The total expenditure for the period has been Rs.19320.000 million. The net profit of the company for the year ended on 31.03.2011 has been Rs.1629.000 million. The total Profit carried to balance sheet as on 31.03.2011 is Rs12581.000 million.

Background

American Power Conversion (India) Private Limited ("the Company") was incorporated on March 10, 1997 as a private limited company under the Companies Act, 1956 ("the Act"). The Company is a wholly owned subsidiary of American Power Conversion Corporation, USA (APCC). In February 2007, Schneider Electric SA, France, acquired the shares held by the APCC and consequently, it has become the ultimate holding company.

The Company is principally engaged in the Manufacturer and trading of UPS systems and other power protection equipments. The Company comment & 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 software technology park (STP) unit commenced operations on June 1,2000.

CONTINGENT LIABILITY

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) 770.000

Particular	31.03.2011
a) Claims not acknowledged as debts 101	101.000
Provident fund on leave encashment for the period March 1997 to March 2005, pending final decision by appropriate authorities	1.000
Income Tax, Service tax, VAT and other matters	210.000
Excise & Customs	2214.000
Dispute between Employees and Management has been referred by the Government of Karnataka under section 10(1) (d) of the Industrial Disputes Act 1947 to Industrial Tribunal, Bangalore to adjudicate the matter. The matters chiefly relate to - Reinstatement of 28 suspended employees; to begin negotiation on charter of demands dated 31.01.2007 of the arnataka Workers Union; and whether in pursuance of these two demands the IDF 3 strike from 15.03.2007 to 23.04.2007 is justified or not. Liability, if any, not ascertainable.

FIXED ASSETS:

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

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.55.79
UK Pound	1	Rs.87.34
Euro	1	Rs.70.66

INFORMATION DETAILS

Report Prepared by :

BYI

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.