Schneider Electric President Systems Unlisted Shares

Annual Report Summary

The Annual Report for 2022-2023 of Schneider Electric President Systems Limited covers the business and operations of the company for the financial year ended March 31, 2023.

Board of Directors and Corporate Governance:

The report lists the Board of Directors, including Ranjan Pant (Chairman and Independent Director), Ramakrishna Rajasekharan Nair (Independent Director), Shivaprasad Srinivas (Whole-Time Director), Arnab Roy, Chitra Sukumar, Sachin Bhalla, and Subhrendu Sarkar (all Non-Executive Directors), and Sapna Bhatia (Company Secretary). It details the various committees of the Board, including the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, and Stakeholder's Relationship Committee, listing their members. The report discusses changes in the Board composition including the appointment of Arnab Roy, Chitra Sukumar, and Subhrendu Sarkar as Additional Directors. The company recommends the re-appointment of independent directors, and directors retiring by rotation as mentioned in the notice of the AGM. Details such as Director Identification Numbers (DINs), age, nationality, expertise, and committee memberships are provided for directors seeking appointment/re-appointment. The report confirms the independence of Independent Directors as per Section 149(6) of the Companies Act, 2013. The board evaluation process is described.

Financial Performance:

The financial results for the year 2022-23 are presented, with a revenue from operations of INR 3,336.36 million (compared to INR 3,671.55 million in the previous year) and a profit after tax of INR 166.89 million (compared to INR 157.45 million in the previous year). The company's turnover dropped by 9% mainly due to a reduced offtake in the Telecom Sector. Return on Capital Employed (ROCE) remained at 19.33%. The Board of Directors have decided not to recommend the dividend for the financial year ended March 31, 2023. The company voluntarily opted to adopt Ind-AS with effect from March 31, 2023, with transition date as April 01, 2021.

Statutory and Secretarial Matters:

The report includes the Secretarial Audit Report conducted by Chandrasekaran Associates, which notes general compliance with statutory provisions, rules, and regulations. It also includes reports from the Statutory Auditors (S.N. Dhawan & Co LLP) and Cost Auditors (Rao, Murthy & Associates). Details regarding the re-appointment and remuneration of the Cost Auditors are provided. The Company maintains an Internal Control System. The report addresses the status of pending litigation with SEBI and certain public shareholders, including the filing of an appeal before the Securities Appellate Tribunal (SAT).

Other Disclosures:

The report contains disclosures related to the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and a Vigil Mechanism/Whistle Blower Policy. Details on Risk Management. The Company didn't report any cases of sexual harrasment. It also discusses the Code of Business Conduct and Ethics of the Company. The company had 1590 total shareholders on March 31, 2023.

CSR Activities:

The Annual Report on CSR Activities for the Financial Year 2022-23 is included as Annexure I. The company's CSR Policy is outlined, and the composition of the CSR Committee is detailed. The total CSR obligation for the financial year was INR 32,04,708/-, which was fully spent.

Annexures:

The report includes several annexures providing supplementary information, including the Statement pursuant to Section 102(1) of the Companies Act, 2013, a Secretarial Audit Report, and details on conservation of energy, technology absorption, and foreign exchange earnings and outgo.