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Schneider Electric Infrastructure Ltd.

BSE: 534139 Sector: Engineering
NSE: SCHNEIDER ISIN Code: INE839M01018
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VOLUME 15943
52-Week high 163.00
52-Week low 114.50
P/E
Mkt Cap.(Rs cr) 2,977
Buy Price 124.10
Buy Qty 50.00
Sell Price 124.60
Sell Qty 93.00
OPEN 123.90
CLOSE 122.25
VOLUME 15943
52-Week high 163.00
52-Week low 114.50
P/E
Mkt Cap.(Rs cr) 2,977
Buy Price 124.10
Buy Qty 50.00
Sell Price 124.60
Sell Qty 93.00

Schneider Electric Infrastructure Ltd. (SCHNEIDER) - Director Report

Company director report

Your Directors take pleasure in presenting herewith the Annual Report and AuditedAccounts for the year ended March 31 2016.

Financial Results

(In MINR)

12M FY 2015/16

12M FY 2014/15

Sales and Services (Net) 14026 13103
EBITDA 521 463
(As percentage of net sales) 3.7% 3.5%
Depreciation 258 249
EBITA 263 214
(As percentage of net sales) 1.9% 1.6%
Interest net 428 385
Earnings after Interest (165) (171)
Exceptional items 17 0
Profit before tax (182) (171)
Tax expense (Deferred tax Reversal) 0 114
Profit after tax (182) (285)

Dividend

No dividend has been declared by the Directors for the year ended March 31 2016 dueto losses.

Performance Review

The year 2015-2016 was a year of rebalancing for your company. The energy marketresponded in a mixed manner to all the external impacts be it global influencegovernment initiatives or consumer sentiments. We saw business uptake in some nascentsegments but at the same time saw a lull in a few traditionally high demand segments likepower generation mining etc. The company refocused its market outreach to arrest theshort term negative impact of the market dynamics on the performance of the company butat the same time initiated rebalancing initiatives to catch hold of the tailwinds when themarket growth translates into on the ground opportunities. We were able to maintainleadership position in our market of operations.

Sales in 2015-2016 stood at INR 14026 million as against INR 13103 million during thesame period last year translating into 7 percent growth. Liquidity and the pace ofproject execution has remained a challenge due to the market conditions. Stillconsidering the circumstances the company has dealt with most of the issues admirably. Ithas also managed to drive better business mix to create healthy order- book andstreamlined the operations for smooth execution.

The focus of SEIL remained as always on "Providing consumers with smart productssystems and services that deliver true value and maximum satisfaction to ourcustomers". This is made possible by our persistent efforts in meeting the customerneeds through innovation and improved organizational operational efficiency. Inpreparation of the blooming trend of digitization your company has consciously investedin creating a holistic portfolio of smart connected products and seamless solutions.

This unwavering obsession of the company to put customers at the heart all ourstrategic as well as operational endeavors has enabled us to both build a culture of trustand strategic partnership with our valued customers. The vast global experience of thegroup coupled with the focus of the company in providing increasingly reliable safe andenvironment friendly offers allowed the company to realize a healthy mix of some largetraditional orders as well some relatively small but trend setting examples. The year hasseen the company gaining recognition and confidence from both its customers andstakeholders.

Employees are the greatest assets of SEIL. They enable your company achieve its goalsand retain its market leader position. We launched several training and engagementinitiatives to further enhance their competencies. The workforce remains focused oncreating value for customers and stakeholders.

Your company would like to thank all the shareholders customers employees and allother stakeholders for their continuous support and confidence in the company.

1. Our Strategy

Leverage the world’s new energy challenges

The world’s energy challenges are many: growth in energy demand energy priceincreases scarcity of natural resources CO emissions reduction requirements integrationof unpredictable and intermittent renewable sources of energy increases in peaks ofconsumption and infrastructure growth. We have developed a wide range of products andsolutions that will provide end users and consumers with significant levels of energyefficiency and savings. Our smart grid solutions help electricity producers anddistributors to improve the efficiency of their assets and to offer a better service totheir consumers and build future smart cities. This also contributes to the improvement inthe operation of the grid and the reduction in investment in new generation capacity.

Serve the increasing need for automation of our customers in key market segments

The Make in India as well as rising standard of power reliability and safety iscreating significant opportunities for growth. Coupled with this large corporations arelooking to improve operational efficiency across the whole enterprise while at the sametime improving security and safety for operators and the environment. The powerdistribution segment is undergoing a transformation to provide 24x7 power to all andimprove the reliability and quality. We are today offering advanced automation solutionsto establish self healing grids unmanned stations asset management solutions.

Support the digital transformation of customers and partners

The convergence of operational technology (OT) and information technology (IT) createsmany new opportunities for customers. It makes their life easier increases productivitycreates new business models that provide new value propositions for their own customers.Digitization is at the heart of their future growth. Through continuous innovation weengineer products and solutions that help them unlock this potential. Schneider Electricbuilds native connectivity in its product offerings delivers a range of digital servicesto help customers’ extract value from their data through analytics ensures cybersecurity and provides the best customer experience.

Build two complementary business models: Products and Technology Solutions

Products and solutions are complementary business models and we aim to deliverprofitable growth in both. Products allow us to continue to achieve scale and pricingpower. In order to reinforce our leadership position and continue to grow we leveragetechnology to offer connected market leading products. Solutions and Services allow us togenerate additional growth and profits lower capital intensity and help reducecyclicality.

They provide significant opportunities to establish greater customer intimacy andsustainable business opportunities through dialogue with final end users which in turnhelp in our quest for continuous innovation. We have developed tested validated anddocumented reference architectures for solutions in targeted end-markets in order tofacilitate smooth integration of our products and speed up project design.

Invest in profitable and responsible growth while driving efficiency

We believe in the long-term growth potential of our business and we continuouslyinvest to drive that growth through engagement with customer and partners at the center ofour R&D practices. This investment is focused on sustained spending in R&D aswell as on growing our commercial presence and skills especially in the fields of highvalue-added technologies and services and also in facilitating engagement and involvementof customers to develop offers aimed at solving current and future challenges. In additionto the investments we make to foster growth driving efficiency at all levels of ourCompany is an equally important focus of the Group. We continuously seek to generatesavings from purchasing and manufacturing and through improving operational efficiency byreducing selling general and administrative expenses while maintaining best-in-classstandards in environmental sustainability and social responsibility.

2. Digitization Initiatives

Digitization will drive speed efficiency cost reduction and customer satisfaction

• Bridge SAP: Go live in April 2016

• V FAST (Vendor Forecasting tool) drive to measure & sustain vendor forecastaccuracy for standard parts

• One MM (Material Management) tool Maturity

• Extend Satellite (tool to simplify tendering and order booking process) to allSwitchgear products

• CNPS@FAT (Customer net promoter score at Final assembly & testing): onlinewith iPAD application

• Online key shipment tracking

• Online ETC (Erection Testing and Commissioning) support conceptualization phaseover

3. Customer Care Excellence (CCE)

Mission

We deliver "Customer Care by Schneider Electric" Contributing to Growthpriorities while continuously improving Customer Experience and Efficiency

Responsibilities

• Deliver the best-in-class Customer Experience to our Customers

• Innovate and provide multi-channel access to Customer Care Centers increaseCustomers’ adoption of self-service tools

• Contribute to Growth by generating new leads for Partners and Sales qualifyingleads from Marketing and deploying Inside Sales with Sales Operations

• Develop CCC people Customer centricity and skills and secure a CCC EmployeeEngagement above Zone level

Strategic Areas

Shift to Tailored Care Contribute to Growth Drive Efficiency
Support customers better from their perspective and provide a personalized Customer Experience Leverage customer intimacy for growth Streamline processes automate answers to simple queries leverage online and mobile digital services commit to SLAs
...through... ...through... ...through...
Segment knowledge and Specialized Empowered and Passionate talent pool Business acumen Outbound and onbound Sales activites Digital & Continuous Improvement

Transforming our people and organization

4. Schneider is n (2015-2020)

The company program ‘Schneider is ON’ shows a good start with mostinitiatives delivering good results

• Overall progress : very good

• Measurable parameters under each pillar

• Targets were set at the start of 2015 and mostly met Progress across the 5pillars:

1. Do more for the customers to create more opportunities for them and for SchneiderElectric

• Key initiatives:

• Commercial transformation (EU coverage/ X-Sell/ Inside sales..etc)

• Improve project execution

• Accelerate booster business growth

• More alignment of supply chain

• Overall customer net promoter score increased + increase in booster businesses

2. Simplify the operations for increased efficiency

• Key initiatives:

• Simplify operations

• Mutualize optimally for efficiency

• Align ERP systems

• Streamline/ simplify processes

• Overall savings through simplification exceeded 2015 targets

3. Digitize for customers for efficiency and simplicity

• Key initiatives:

• Connect more customers & partners

• New web deployment

• More active on social media

• Enhance use of CCC mobile app

• Increase the number of connected assets

4. Innovate to support growth

• Key initiatives:

• More interaction between R&D and customers

• Shorter development timeline & adherence

• I4I (India for India) product development

• Greater focus on Access to Energy/ BipBop programs

5. "Step Up" people

• Key initiatives:

• Build organization capability through development initiatives coachingtraining etc.

• Improve diversity

• Introduce work place satisfaction/ Well being initiatives

• Connect and engage with people

• Increase in D&I initiatives + improvement in EEI and employee wellbeingscore

5. Our Smart Products for Smart Solutions

As electricity networks become more complex and less stable the grid needs to becomesmarter to continue to efficiently balance supply & demand. The Grid will be Smartonce all users are smart grid-ready and connected to the network.

• Utilities will drive Smarter Supply to manage increasing demand networkcomplexity and environmental concerns

• Energy-efficient companies and active end-users will drive smarter Demand tomaximize the cost and environmental benefits from Energy Efficiency

• And Demand Response will efficiently link Demand and Supply

SMART Grid therefore combines electricity operation technology and IT infrastructure tointegrate and interconnect all users (producers operators marketers consumers etc.)in order to continue to efficiently balance demand and supply over an increasingly complexnetwork.

There is certainly a greater need to monitor quite complex voltage grid systems thanwas previously the case. This expansion of monitoring will lead to an immense amount ofdata that must be processed.

Several systems are required for this:

• Distribution Management System (DMS): The DMS is the tool that enables the powersystem engineer and dispatcher to effectively and efficiently engineer plan and operatethe distribution network

• Global Information System (GIS): GIS is used to show where precisely the eventtook place and which region of it is affected

• Outage Management System (OMS): OMS sounds an alarm that informs the operator ofthe event

• Customer Information System (CIS): CIS provides the information on theutility’s website so that customers can find out for themselves why they have nopower or how long it will take to rectify the damage

• Work Management System (WMS): WMS Creates a work order with the GIS datadetailing location of substation for the people to undergo the rectification/ replacementof equipment

• Cyber Security: Security of our customers’ systems is of paramountimportance and this helps provide security guidelines for customers to ensure theirsystems are protected from attack.

In addition to the above there is also need for additional solutions which help inestablishing an efficient grid namely:

Digital Substation

Integration of IEC61850 based IEDs into digital control systems can enable the completesubstation to be unmanned with remote monitoring and control from control center.

Self Healing Grid

A self-healing grid is one capable of automatically sensing isolating andinstantaneously responding to power system disturbances while continually optimizing itsown economic as well as operational performance. Smart grid self healing refers to adesign concept that enables problematic elements of an electrical system to be identifiedisolated and restored with little or no manual intervention so as to minimizeinterruptions of service. Self healing is in essence the smart grid’s immune system

Renewable Integration

The true smart grid should help integrated high number of distributed energy resourcesand most of them are renewable energy sources Viz. Solar and Wind. Renewable energysources bring new challenges to grid managers like Numerous distributed sources of verydifferent sizes located where the resource is (Viz. from small kW (residential solar) tosome 100th of MW (large wind farms hydro) Intermittent production (Seasonal variabilityDay/ night cycles (solar) Intra-day variability that is difficult to forecast).

Renewable Integration is one of the most important components of SMART grid whichstimulates new technical opportunities Viz. Distributed sources may allow grids to betterwithstand the loss of a centralized production unit or a local grid incident; Islandingcan become a degraded mode of operation if it is controlled; and Power electronicconverters bring the flexibility of software controlled machines plus the ability tocommunicate Ability to operate in different modes Exchange of information with the gridmanagement.

E-House: Factory build smart substation

With the growing needs of high reliability and availability of power energy utilitiesand electro sensitive/ intensive industries need to look for innovative solutions whichare compact mobile reliable and safe. They also need a single responsible interlocutorto deliver a fully engineered solution with simplified and fast delivery model.

Over the past few years the Smart Grid has been developing quickly but unevenly.Recent events have made the Energy equation more complex everywhere further acceleratingthe need for Smart Grid applications helping cities to get SMART.

SMART INFRA: Smarter Grids are transforming the energy value chain

Rapid economic and social growth in conjunction with increasing population translatesto more and more energy demand in India. This situation coupled with strict regulationson the quality and reliability of supply mounts increasing pressure on the Indian Powerutilities and authorities to keep the network at the best possible state and ensure poweravailability round the clock.

To live up to customer expectation and to transform power sector by and large SmartGrid has sufficiently transformed the entire value chain of Power Sector from Generationto Consumption in India which is a fastest growing economy. We have our ownsocio-techno-commercial challenges to deal with and we need to define "How Smartgridcan Transform India’s Power Infrastructure Value ".

Huge investments are already being made by Government through schemes like DDUGJYIPDS 24/7 Power to all 175 GW Solar R-APDRP and National Smart Grid Mission (NSGM) onreplacing the ageing infrastructure to ensure the power availability round the clock.However with rapid growth gap between demand & supply and aging network are puttingpressure on the network and hence the chance of failure can’t be completelyeliminated. It is therefore necessary to deploy "Innovative & Smarttechnologies" to minimize the impact on the affected customers.

Schneider Electric which is a global leader in the Energy Management sets thebenchmark for innovative and focused technologies for Utilities/ Industry/ O&G/Transport Segment in India. This is why Schneider Electric has always been at theforefront of leading edge technology at every level of Energy infrastructure essential forsocial economical and environmental development.

One reason for Schneider’s strength and resilience is our global reach matchedwith well-developed local capabilities. With such strong initiatives we are now one ofthe world leaders in fastest-growing Smartgrid segment with most Robust ExpendableScalable and Secure Smartgrid solution.

6. Smart City

Introduction

As the leader in energy management and efficiency Schneider Electric has a portfolioof solutions to optimize integrate and improve city infrastructure including energytransportation public services water and buildings.

Being smart and sustainable a city in India increases its competitive advantage foreconomic growth and positions the city to attract talent business and visitors.

The "Smart City" is a relatively new and hot concept and the definition isevolving and will continue to evolve. An appropriate definition that is gaining adoptionand acceptance comes from Navigant Research: A smart city is characterized by theintegration of technology into a strategic approach to sustainability citizen wellbeingand economic development. Ultimately the Smart City is about urban efficiency and doingmore with less - providing differentiated services to citizens reducing costs andgenerating revenue.

Schneider Electric delivers systems that provide the infrastructure for business - inenergy water and commercial buildings. Our integrated collaborative approach enablescities to holistically manage all these systems to achieve urban efficiency - today. Ourapproach delivers the short-term visible measurable low-investment results that citiesneed:

• up to 30% energy savings;

• up to 15% reduction of water losses;

• As well as social and economic benefits.

The solution we propose will allow the city to monitor and control multiple disparatesystems in real time. This Urban Efficiency Platform has been combined with advancedsustainability reporting tools analytics operational control solutions and innovativeapplications to provide a truly efficient ‘system of systems’.

Our approach for the 100 Smart cities in India will have to be a highly customizablesolution with a flexible and scalable open architecture. It will be applicable for bothPAN city projects and Area based developments. Easy to configure web and mobile reportsallow city stakeholders to monitor operational KPIs. Custom real-time dashboards aligneddirectly with the city’s needs provide visible examples of savings and success. Theplatform can be expanded modularly over time with immediate needs and objectives addressedduring initial phases. Efficiencies and cost-savings can be leveraged to expand theplatform to other areas of interest. Schneider Electric will intimately work to understandthose cities’ objectives and then collaborate to define a system architecture androad-map that delivers substantial value and urban efficiency.

In a nutshell Schneider’s unique approach towards Smart City for Indian contextshall be based on the city and its current status. It will surely differ for Green fieldprojects than with Brownfield projects. Not only that Schneider’s solution aregeared up for Whitefield projects like Developer townships of smaller scale compared to asof a city.

In case of Brownfield cities which are mostly 100 or 20 cities announced by MoUDSchneider proposes to have Bottom to Upside approach Which means it needs to makeindividual Pillars like Water Electricity Gas Waste transport etc. Smart as theyall belong to different utilities. It will be difficult to synergize different departmentsat first go. Next level can go for Urban Efficiency Platform approach where Cities canhave unified Control room for all utilities.

Whereas In case of Green field cities We propose the approach of Unified Control Room(Integration) along with all smart verticals together to avoid any integration issues atlater stage.

You Company is well placed to leverage the Smart Cities opportunities in its relateddomain of Medium voltage electrical infrastructure

7. Energy Efficiency

At Schneider Electric infrastructure Limited we believe in embedding energy efficiencyin our DNA. In order to do so Your Company launched a Company-wide program calledSchneider Energy Action (SEA) in 2012 with an aim to drive energy management and energycost savings in our facilities using our own energy management solutions. Currently inIndia 11 energy intensive facilities are equipped with our energy monitoring tools and13 facilities are ISO 50001 certified. The SEA program covers three facilities of SEIL– Salt Lake Works (SLW) Transformers Baroda India (TBI) and Medium Voltage India(MVI).

At SLW Kolkata the Specific Energy Consumption (SEC) reduced by 40% in FY 2015-16with an increase of 1% in the nominal kWh consumption (due to increased production). Thesignificant reduction in SEC was achieved with several energy conservation projects thatwere implemented in 2015 some of which were: installation of sky tubes for daylightharvesting in various areas VFDs for pumps and optimizing chilled water circulation andcooling tower fan rotation time using sensors and controllers.

At TBI Vadodara the nominal kWh consumption reduced by 11% in FY 2015-16. However theSEC increased by 2% (due to electrical load expansion at the facility). Energy efficiencyprojects like installation of a separate lighting transformer replacement of coolingtower application with an autoclave cooling system online HVAC monitoring system and useof solar energy for water heating contributed to the reduction in consumption.

At MVI Vadodara we have set up a photovoltaic solar panel for canteen operations andare currently working on replacement of existing lighting system with LEDs and usingrooftop solar lighting. The implemented projects and operational measures resulted in SECreduction of 29% and a reduction of 5% in the nominal kWh consumption in FY 2015-16. Wefurther plan to implement an adiabatic cooling system for HVAC an air conditioning systembased on a heat recovery unit and refrigerant additive to improve cooling efficiency.

Overall with the implementation of various energy efficiency projects these threefacilities were able to reduce the nominal kWh consumption in FY 2015-16 by 6%. (Baselinefor all consumption numbers above is FY 2014-15.)

8. Execution Centre Activity

The Execution Centre of Your Company (Certified with ISO-9001ISO-14001 &OHSAS-18001) provides a complete range of electrical solutions for industries andutilities from substations to electrical power distribution systems. Your Company'sgreatest strength is the expertise in handling projects from concept to completion. Theteam is engaged in complete Engineering Procurement Constr uction & Commissioning ofElectrical Systems and ensuring the desired performance parameters are delivered. We alsoprovide extended warranties and long term maintenance support. Our range of offerings varyfrom Intake/ Evacuation substations Containerized substations (E-House) electricalbalance of plants electrical distribution systems medium and low voltage packagescustomized packages for specific needs power distribution for infrastructure and othersolutions. The Execution Centre delivers projects with a single window managementinterface backed with an efficient and competent team experienced in engineering/execution of various packages specific to customer needs. We are committed to deliver highquality turnkey electrical projects that are efficient EHS compliant safe reliable andmeet Indian and international standards.

Your Company maintains its consistency as a key player in the project business marketsegments and has also entered into new business segments. The unit has been active invarious segments such as cement mining and metal power-generation ports renewable oil& gas infrastructure and others. Some major achievements of your Company are asfollows:

Major Orders

In the Solution business Your Company has won several major orders as a key player inthe turnkey project business segment.

1. JSPL awarded turnkey electrical package to Schneider Electric for their Coke Ovenproject for their integrated steel plant expansion at Angul (Orissa).

2. Tata Power placed an order of containerized E-House substations.

3. OPTCL (Orissa Power Transmission Corporation Limited) an existing customer ofSchneider Electric awarded repeat order supply and installation of containerized E-Housesubstations.

4. IIT BHU awarded a turnkey order for Design Supply and Installation of 33 kV Gasinsulated substation and 11 kV Distribution substations at their campus in Varanasi.

5. OPTCL awarded another order for supply of 33 kV GIS 11 kV AIS Switchgear panels andPower Transformers.

6. Lodha Developers awarded order for Design Supply & Installation of SCADAcompatible compact substations for Palava City Dombivali Maharashtra.

Some Major Solution Business Milestones of Your Company in 2015-16

• L&T E House (A/c Cairn Energy)

Your Company executed this project that included design supply installation as wellas testing and commissioning of electrical installation comprising of E-House & 2 x2MVA Transformers. E - House consisted of GIS LV panels BBT DC system etc. and wasthe first containerized solution successfully commissioned by Your Company in India. Thiscreated a reference in E-House/ containerized solutions for Your Company and helped to bagorders.

• B Electric (A/c Focal Energy)

Your Company successfully completed SITC of 132 kV Evacuation Substation for 60 MWSolar Plant. It comprised of 2 x 20 MVA Power transformers 33 kV AIS CRP LT AC & DCsystem cabling and 0.5 KM of 132 kV T/L including complete civil works for Substation.The project was successfully commissioned within contractual timelines to the completesatisfaction of the customer.

• Hindustan EPC Company Ltd A/c Deligentia Energy and Infrastructures Pvt. Ltd

Your Company successfully commissioned 15 project from Moserbaer which included SITCof 33 kV Evacuation substation Main control room and 12 Invertor substation. Thisdemonstrated the customer confidence in Schneider project delivery capabilities.

• IL&FS

Your Company successfully commissioned 66 kV Evacuation substation which included SITCof 1 x 15 MVA transformer HT & LT panels etc. It was first-of-its-kind waste topower generation project using RDF (Refuse Derived Fuel) technology commissioned in thecountry. Your Company is proud to be associated with IL&FS in delivering this projectwithin committed timelines.

• MIDHANI

Your Company successfully completed SITC of 132/11kv Intake substation for MIDHANIwhich included 2 x 40 MVA Transformers AIS panels AC & DC system capacitor banksetc. including complete civil works for control room and switchyard. This is a PSUcustomer under Ministry of Defense.

• Tata Projects A/c Pioneer Gas Power Limited

Your Company successfully completed SITC of 220 kV Evacuation substation comprising of4 Line bays 2 Generator transformer bays and 1 bus coupler bays with double main busscheme. The job was successfully commissioned to the satisfaction of the customer.

9. Services Activity

Your Company listens to its customers and understands their needs. We seek to deliverthe best customized efficiency solutions while creating long-term trust. Field Services isthe heart of SEIL’s business model. Being one of the focus areas Your Companyunderstands Services is a people’s business more than any other business. We at FieldServices endeavor to help our customers to increase productivity reliability and safetymitigate risk limit downtime upgrade equipment enhance life and cut costs therebyimproving return on investment.

One of the ways we bring maintenance costs under control by moving from manyagreements with varying costs to one service plan with one responsible provider. Thismakes management and budgeting easier by creating controlled and consistent costs withoutsurprises.

The Indian power sector is plagued with mounting losses due to various inefficienciescommercial and technical losses in electrical networks. One of the key issues &initiatives surfaced in the Power reform is to fully utilize the capacity of Generationand Distribution units including revamping of old sick and low performing units. Withincreasing complexity and requirements in the electrical network lack of permanentskilled resources at site and demand for greater reliability customers are keen toentrust consulting maintenance refurbishing retrofitting and upgrade of their systemsin the hands of experts. This distinctive need of the market is served through theServices business.

Accompanying all along the entire life cycle of our solutions our aim is to assist ourcustomers to proactively plan install operate optimize and renew all solutions todefine and implement the best solution evolvement thereby improving performance andflexibility while controlling aging infrastructures’ costs. We are quick to adaptand act with flexibility that makes it possible to capture opportunities. Adding to thispersonal attention which makes us easy to work with is our expertise in infrastructuredigitization and digitized services. Our extensive digital products and systems improvemanagement and customer experience. Offers such as Remote Monitoring Service (RMS) cananticipate threats before they become significant while ensuring that equipment andsystems are running at peak efficiency.

On-site maintenance and repair can lower downtime and make spare parts readilyavailable. Combining our personalized customer service with advanced products andexpertise especially digitization makes our Field Services offer truly comprehensive.

Your Company Services cover customer needs around the complete installation lifecycleand the portfolio includes "Comprehensive Services to improve performance of customerinstallation" such as Asset Management program (preventive & predictive servicesmaintenance contract and extended diagnosis for ED equipment) On-Demand Maintenance (onetime maintenance spare parts and repairs) Modernization & Upgrade (retrofit andrevamp solutions) and Installation Assessment (health check). To effectively deliver thiswe have a pan India presence of dedicated services and authorized service centers andspecialized channel partners who cater to all the legacy and current brands of YourCompany and quickly respond to Customer calls.

Your Company's strong presence in Infrastructure Power Building Industry and ITsegments coupled with our ability to offer Services cutting across these segmentsprovides us a distinctive advantage to serve our customers. Capability building is key tomeet diverse needs of the market viz. minimal shutdowns while doing upgrades andretrofits scaling up and completing critical projects during short annual maintenancebreaks etc. A dedicated Services Business unit enables this capability building and asthe Services market matures our focus and preparedness takes us ahead of the curve.Composition of Services business and the business model employed makes it very attractivein terms of Return On Capital Employed and enhancing customer satisfaction.

Field Services Business of Your Company has set the benchmark in the country in thefield of services in electrical distribution by obtaining the BVCI’s IMS certification comprising of ISO9001:2008 & ISO14001:2004 and also BS OHSAS 18001:2007for maintenance services supply of spares design engineering supply installationtesting and commissioning of retrofit solutions and MV/LV revamp projects.

Some of the major projects by Services Business in 2015-16 includes:

NTPC Korba – Ageing technology needs more than a faceLift. NTPC Korba Plant wasestablished in the 80s. Having served their time the ageing 6.6 kV ‘ALINDexpansion’ Minimum Oil Switchgear Panels were coming to the end of their lifecycleand encountering frequent breakdowns. This Modernization contract involved replacement andupgradation of 33 kV Kirloskar make SF6 panels to compact Gas Insulated Substation andcorresponding old Control Room Panels to new panels with numerical relays. All earthingcabling and DC system will be upgraded to successfully commission the complete substation.In addition the project required replacement of all Instrument Transformers and complete

Relay & Instrument Chamber with latest IEC61850 based numerical relay & SCADAsystem for monitoring of complete network. The upgradation will not only significantlyincrease the life of the switchgears but also considerably improve the reliability of theelectricity distribution network. The win reinforces SE Field Services capability tohandle the most complex modernization projects with cost effective and state-of-the-artsolutions. One out of five units have already been commissioned successfully. Thisprestigious FS project strategically plays an important role in increasing our presence inimportant utilities.

Ford - Schneider Electric has a sizeable installation of equipments and productsbusiness in Ford Sanand Plant in Gujarat. This upcoming facility is a part of Ford’soverall commitment to India. Your Company conducted Power System and Arc Flash Study forthis plant. A methodical study and analysis which was validated and approved by

Ford US. The project has reinforced Schneider Electric’s service capability whileunderscoring our image as Energy Experts and Principal Consultants.

Maruti Suzuki - Your Company created a customized complex industrial solution forreplacement of Generator Auxiliaries the heart of power distribution in automobile plantwithin very challenging timelines. The scope involved complete supply erection testingand commissioning of electrical items like GAC HT Panel board Bus duct C&R Panelcables and dismantling of existing system. Field Services continued delivering the complexindustrial solution and once again proved its capability to its customer.

BHU - Your Company bagged the eighth year renewal of maintenance contract in one of thebest universities of the country The Operation and Maintenance Contract of ElectricalInstallation in the Banaras Hindu University is running for more than eight years since2007.We have been providing support to operate and maintain two 33 kV Grids along with 20substations feeding entire campus including Hostels a hospital and academic blocks. Wehave taken up 24/7 electrical O&M on both campuses. We are proud to provide anefficient and reliable service and peace of mind to the customer for the last seven years.Renewal of this important maintenance contract from seventh year in a row establishes theconfidence and trust of the customer on our services in ensuring customer satisfaction.

10. Human Resources

Your Company strongly believes that our people are our most valuable assets andtherefore the Human Resource philosophy policies and strategy of Your Company isstructured to attract and retain the best talent that encourages innovation and creates awork environment reflecting our Values: Straightforward Challenge Open Passionate andEffective.

Your Company engages effectively with its employees who are critical to building andsustaining a high-performing business and retaining talent. Various engagement activitieswere carried out throughout the year which includes Leadership Connect and Leadership Livesessions to promote leadership behaviour celebrations festivals recreational and sportactivities etc. Additionally Rewards and Recognition program was reinforced aiming tocreate a culture of recognition and celebrating performance at multiple levels across theorganization for individuals and teams.

In order to uphold the values of ethical conduct and compliance to our Principles ofResponsibility Your Company ensured that all employees of the Company and everyone whojoined new undertook a detailed training and awareness program to familiarize themselveswith the standards and expectations.

Your Company aligned all HR systems and processes such as Performance ManagementSystem Development Reviews Talent Reviews and trained all employees and managers foreffectively using these tools. These processes helped both employees and managers to workcollaboratively to work with clear objectives and measurements and to identify theirdevelopment needs.

A comprehensive system of Talent Link performance tool was put in place with all HRsystems in one platform. This also enables employees to self update their profiles topromote their mobility across the organization. Your Company has built talent pool byrecruiting fresh graduate engineers from premier engineering colleges and institutes inIndia and through need based lateral hiring.

Employee Wellbeing

We strongly believe that healthy and happy people change the world. If you feel healthyand happy this will not only generate a positive impact on your colleagues your teamyour manager but also on your family and on the community in which you live.

Well-being is one of the strategic People Initiatives of our Company program"Schneider is ON". As part of the Well-being Program our ambition is to trainand equip all our employees so that they take better care of their wellbeing adoptinghealthier behaviors and lifestyles.

"Being HEALTHY HAPPY and… make the most of your ENERGY at work and athome"

Schneider provides flexible times work from home part time working six monthsmaternity leaves with full pay extended maternity leaves and sabbaticals to helpemployees remain engaged with work while taking care of their personal exigencies andunforeseen needs. Apart from these Your Organization has invested in making workplaces"Cool" places of work (coolsite 2.0 program) through initiatives such as musichealth food refurbished indoor sports facilities and quiet room. The leaders in ourorganization act as role model and prime drivers of these initiatives

"Well-being is not a special project its way of life must achieve it."

Diversity & Inclusion

Diversity & Inclusion is an integral part of our history culture and identity. Itis a key element that gives us our competitive edge inspires creativity and openness. AtSchneider Electric we want to develop a culture of diversity being perceived and treatedas real value.

"Diversity for us is not just about promoting gender balance - it’s aboutappreciating different cultures backgrounds and generations."

We have taken great strides for our commitment to D&I with introduction ofPrevention of Sexual Harassment policy Diversity-friendly policies and by signing UnitedNations Women Empowerment Principles.

We have introduced bouquet of benefits for women including more women in the workforcefrom his year. Maternity benefits have been revised from three to six months with full paywith the option of six months extra or part time work. Flexi work timings and sabbaticaloptions will also help organization focus diversity at all levels.

This year we celebrated International Women’s Day on 8 th March. The theme ofthis year’s celebration was "Gender Balanced Leadership". Variousinitiatives and programs on this theme were organized with an overwhelming participationof employees.

HeforShe caf was a live webcast across all major locations having both external andinternal leaders coming together to share their thoughts and experiences. The discussionled to some very interesting perspectives on how to handle gender balanced teams andsharing of best practices across different industries.

Case study competition was organized to create awareness on the imperatives of a genderbalanced team.

We have also launched an initiative "Her Second Innings" with Jobsforheraimed at providing an opportunity for women professionals to restart their career journeypost taking a break. We did a lot of amplification of this initiative on social mediawhere we have received positive feedback.

Customer Connect

Customer Connect plays an important role in Your Business. It is a key point ofdifferentiation that help us to lead in competitive business environments. We listen tothe voice of our customers and explore various opportunities to connect customers withlarger population in the organization. A "Selfie with Customer" campaign waslaunched to promote customer connect and customer intimacy. Employees participatedenthusiastically and shared their selfies with customers.

"The success of this business depends on the customer intimacy you have" -Prakash Chandraker

Learning & Development

"Learning is the way to grow"

Competency development of people continues to be a key area of strategic focus for usand our Learning and Development initiatives during the year were on the three Es approachviz ‘Education Experience and Exposure’. Thus all organized trainings werebased on competency reviews held by managers addressing real and critical needs of theorganization. We conducted more than 6174 man days training and covered more than 97% ofemployees. This not only included technical skill building trainings but alsointerventions and workshops of change management and culture building.

We have understood that the need of each group segment of employees may differ and havecreated a number of unique programs aimed at each segment to address their core needs.High Potential leaders underwent Global Leadership programs such Leadership ExcellenceAcceleration Program (LEAP) and LEAD program which brings leaders together to buildcollaboration trust empowerment and leadership skills. At the same time High Potentialleaders also attended country-specific talent development programs like Champions Club forJunior Management talent Ojas for Mid-level Management talent and Tejas for Seniormanagement talent.

Middle-level Managers were offered training on Leadership through PerformanceManagement so as to improve their skills in managing performance of their teams witheffective feedback. We identified internal mentors and coaches for a subset of key talentand allocated mentors who helped these young professionals hone their skills and applythe knowledge effectively for their own development as well as Organizational benefit.

In line with our continued efforts to improve the solutions business Company hasnominated sales and solutions engineers and managers for the Global Schneider ElectricEnergy and Solutions University certification Program. Besides these programs employeeswere also nominated by their managers for select public program and seminars.

In order to make front office team more agile and effective team-specific programswere organized for Marketing Sales Execution and Targeted Account Managers to meet theirspecific development needs.

Internal Trainer policy was designed and Internal Trainer community was formed. Thiswas another key initiative that was launched to encourage and engage Internal Trainerstowards common organizational goal for Employee development. The objective was to leveragethe knowledge and experience inside Schneider in a planned and effective manner and helpInternal Trainers attach a sense of pride for delivering trainings. The objective was alsoto motivate them to deliver their best and ensure only good quality training get deliveredby trusted Internal faculty.

Our Company continued to promote and strengthen a culture of continuous learning at alllevels through the e- learning process. An intensive e-learning campaign was undertaken tocreate Champions who would drive this process. The company closed the year with more thanfour hours of e-learning clocked per managerial staff. There was reward and recognitionfor those who completed the prescribed e-learning modules with maximum hours every monthwhich acted as a big motivation to other managers to take a lead. By way of encouragingemployees to enhance their skills and knowledge we not only created a learningenvironment where everyone valued continuous improvement as a way of life but alsoimproved the productivity and efficiency of our processes by way of application of theacquired knowledge. During the year more than majority of employees undertook variouscourses online.

11. Key Events of the Year

ELECRAMA 2016

It was a moment of great pride for Your Company as we participated in Elecrama 2016 -the biggest event in the world of electricity. With over 10000 footfall at our stall ourpresence at Elecrama garnered an overwhelmingly positive response.

At the five day electricity forum held between 13 th and 17 th February in Bengaluruwe showcased our diverse portfolio of products and solutions in an endeavour to displayour global technological innovations in the field of energy efficient products andsolutions. The event proved to be a key driver in creating brand awareness generatingleads and engaging with thousands of customers consultants contractors etc.

Our spectacular stall designed in the shape of a Power button found favour with alarge number of visitors many of whom stayed at our stall for long hours inspecting allour verticals that included Manufacturing Data Centers Residential Buildings ServicesGeneration & Distribution Digital Customer Experience Corporate SocialResponsibility & Human Resources initiative.

Highlights from the event below:

Inauguration Ceremony

On 13 th February we kicked off our participation at Elecrama 2016 with theinauguration of our stall by Mr. Hemant Sharma IAS Chairman - OPTCL along with Mr. AnilChaudhry MD & Country President SE India.

Government Dignitaries’ Visit

Several high profile government dignitaries stopped by and took a tour of YourCompany's stall. These included Mr. Piyush Goel Union Minister of Power Coal and New& Renewable Energy and Mr. Suresh Prabhu Union Railway Minister. Several journalistswere also given a detailed overview of the stall and our stall managers made sure toanswer all their queries.

Product Launch

Your Company had launched new products/ solutions in the Indian market on the first andthird day of ELECRAMA 2016. Mr. Prakash Chandraker and the marketing team unveiled theT300 P5 and PMCB at the event.

A date with technology with TATA Power & Reliance Infrastructure

Your Company has organized Technical Meets at Reliance Infrastructure and TATA PowerMumbai on 17 th and 18 th March 2015 respectively. The events showcased new technologiesand solutions of Smart Grid Substation Automation System E-House and LV section offeredby Schneider Electric.

Attendees at the meets included management and employees of the Tata Power and RelianceInfrastructure. Among the participants were RR Mehta CEO - Reliance Infrastructure AjeetMondal CTO - Reliance Infrastructure and Ramachandran Pillai Head Transmission andDistribution Tata Power. These leaders attended the meet with their management teams andemployees from various departments. The participants at both the organizations activelyengaged in SEIL led technical sessions around Comprehensive Asset Management System;Innovative Technologies Primary Distribution Systems Innovative Technologies SecondaryDistribution Systems Smart Grid Transformers Renewable Integration Demand-Response LowVoltage Intelligent Switchgear Automatic LT network structure Mapping AT&C losses/LT Revenue Protection/ Analytics and many more. The interactive sessions and technologydiscussions impressed participants with the format and content.

‘Smart’ Show by Schneider Electric Infrastructure Limited

Your Company Exhibits the prowess of Integrated Smart Solutions at Industry Events. Theknowhow and experience gleaned from over 250 projects was manifested at the SEIL booth inSmart Cities Expo 2015.

Held during 20 th May to 22 nd May 2015 at Pragati Maidan New Delhi this expositionaimed at bringing together all the stakeholders to discuss the challenges andopportunities in developing smart cities in India. Showcased at Schneider’s boothwere capabilities in the areas of smart public services urban efficiency and energyoptimization.

Our pristine booth done in green and white complete with a working model of a smartcity was visited by over a 1000 attendees. The list of visitors includes eminent namessuch as Mrs. Yashodhara Raje Scindia Minister for Commerce Industries and Employmentand Mr. Chandrakant Khaire Member of Parliament Aurangabad. The prominent visitors fromthe industry included representatives of Reliance Group Jaypee Group and WaveIndustries.

Workshop on ‘Smart Cities – The Indian Way’

Your Company organised workshop on ‘Smart Cities – The Indian Way’ on 21st May 2015 at Pragati Maidan New Delhi which registered a commendable hundred plusattendees many of whom were investors and customers. Gordon Falconer Director –Smart Cities and key speaker at the workshop succeeded in keeping the audience engagedwith a real-time case-building exercise. The exposition hosted several panel discussionswhere individuals from Schneider Electric acted as panellists – Mr. Anil ChoudhryCountry President and MD was in a panel on ‘Smart Grids in India’; Mr. AnuragMantri CFO spoke in a session on ‘Structuring and Financing Smart Cities inIndia’ by Emergent Ventures International; Mr. Aalok Deshmukh GM Energy Efficiencywas a panellist for ‘Business Case on Green Buildings in Smart Cities’ and Mr.Prakash Kumar Chandraker was in a panel on ‘Opportunity Pathways for Smart CitiesBusiness in India'.

Smart Rail India conference 2015 New Delhi

Your Company had participated in the conference cum exhibition on "Smart RailIndia conference 2015" on 6 th November 2015 at Hotel Taj Palace New Delhi. TheConference was attended by national and international Delegates - Ministry RailwaysBoard other Rail Diginitaries and various officials from Railway Department had joinedthe event.

Both the Rail Ministers - Suresh Prabhu and Manoj Sinha attended the conference alongwith the key persons from the Railways Board including the Chairman - A.K Mittal.

Smart energy solution for sustainable future Chandigarh

Your Company organized a conference on ‘Smart Energy for Sustainable Future’on 26 th May 2015 at JW Marriott Chandigarh. The purpose of this event was to share ourtechnology roadmap with key power distribution companies and to show them efficient waysof improving reliability and operational efficiency. Over 70 customers attended ourseminar on new offers and solutions for utility companies some of them being discommajors such as HVCNL DGMB UT Electricity department and PSPCL. Through seminars andevents such as these we hope to capture a greater mind-share of not only our consumersbut also government officials and regulatory authorities. Conducting more such industryinteractions may take us a long way in penetrating the utilities market.

SEIL sponsors the Telangana Power Conclave

Your Company had sponsored Power Conclave organised by CNFC Media on 1 st september atHotel Park Hyatt Hyderabad. The power conclave was inaugurated by Honourable EnergyMinister of Telangana Mr. G Jagadish Reddy and attended by representatives from theMinistry of Power policy makers from central and state Energy Departments organisationsfrom Power Generation Transmission & Distribution sectors like TSSPCDL TSNPDCLGENCO & Transco NTPC Power Grid PFC etc.

The conclave focused on Telengana Government’s mission of expanding powergeneration capacity transmission & distribution network and providing 24x7 reliableand quality power at affordable rate to the people. It was an apt gathering to discussissues and challenges in achieving this goal and bringing Electricity reforms in thestate.

Your Company took this opportunity to showcase SEIL’s technology leadership insmart electrical distribution and showcase our commitment towards creating a sustainableand commercial viable power distribution system robust transmission system for powerevacuation generating capacity to meet the rising power demand and promoting renewableenergy development in the state.

Odisha Power Conclave

Your Company participated in the State Power Conclave organized by PHDCCI underGovernment initiative of supplying 24x7 Power by Utilities on 25 th May 2015 at HotelSwosti Premium Bhubaneshwar. The mission of this conclave was to discuss stategovernment’s mission of providing 24x7 reliable and quality power at affordable rateto the people POWER FOR ALL issues and challenges in achieving this goal bringingelectricity reforms in the state and creating a roadmap for renewable energy developmentin the state.

The inaugural ceremony was followed by the round table sessions participated by policymakers and industry leaders on generation transmission and distribution sector issues.The summit was be attended by state energy department central PSUs independent powerproducers central & state electricity regulators financial institutions electricalequipment manufacturers academia institutes etc.

Workshop on Electric Energy Distribution - IIT BHU

Your Company participated in a workshop on Electric Energy Distribution organized byIIT - BHU between 6 th and 8 th November 2015. The electrical power network needs to besmarter and reliable in order to harness the benefit of these reforms. All the powersystem organs play major role in fulfilling the objective of continuous and qualitysupply. The workshop addressed the issues related to distribution networks' operation andcontrol.

Empower India

Your Company has initiated a campaign targeting utilities with the objective to jointhe government's mission of delivering 24x7 quality and reliable power by offering SmartElectrical distribution solutions thereby empowering the Power System with an efficientand reliable network. Your Company organised a series of roadshows in various cities toname few - Hyderabad Bangalore Mumbai Goa and Guwahati by inviting C-Level topmanagers Functional heads and other key officials in from various DISCOM like APDCLBESCOM Tata Power MESCL etc. All workshops were attended by more than 100 persons.

12. Information Systems and Technology

Existing two ERPs on older version of SAP have been successfully migrated to the targetERP SAP ECC6. This was a major milestone that was achieved in April 2016.

This will provide a platform for various simplification digitization and optimizationinitiatives.

13. Finance

In the recent trend finance is playing an important role in supporting businesscustomer engagement decision making performance management business analytics andcontrolling. Synergies between processes play a critical role in business success whichrequired a robust process to control and bring in conformity of all the activities. Thecompany follows the Schneider group's best practices of treasury audit reportingtaxation financial shared services (FiSS) and credit to bring synergies with efficientutilization of resources.

Your Company has successfully migrated from its earlier older versions of ERPs into themost recent version of ERP SAP ECC6. This initiative will further strengthen the financefunction and leads towards simplification improving analytics & process and controls.

14. Investor Relations

Your Company has a strong belief in stakeholder engagement to build a long-termrelation and confidence. The Company is putting its best efforts to ensure the accurateand timely communication of information through press releases conference calls investormeetings and by promptly replying to all stakeholders’ queries.

Through conference calls Your Company created a platform of two-way communication toaddress the stakeholders and analyst queries and kept them updated on market conditionstrategies business segment and operational performance of the Company. Your Company keptinvestors informed of major developments through press releases and stock exchangecommunications. In addition all presentations made to investor and financial results arehosted on the website.

Your Company understands and appreciates the significance of good corporate Governanceas an important step towards building investor confidence improving investor protectionand maximizing the shareholder value.

15. Internal Audit

The in-house internal audit department is an independent unit responsible to providereasonable assurance with regard to the effectiveness and adequacy of internal controlsystem and processes. The in-house internal audit department along with third party auditfirms provides audit assurance on the end-to-end spectrum of the area/ processes of theCompany. It also adds value for improvement of the Company processes through a systematicdisciplined approach from inception through fieldwork to final reporting streamlined tofit in the COSO framework to improve the effectiveness of risk management control andgovernance processes.

The audit plan for the year is based on business risk and Internal Control assessmentwhich is approved by the Audit Committee and Board of Directors of the Company. TheCompany has set up a robust risk management and Internal Control assessment frameworkacross the organization which facilitates identification assessment communication andmanagement of risk in effective manner.

As per the requirement of Companies Act 2013 for the frame work for internal controlon financial reporting the Company has developed Risk and Control Matrix (RCMs).Post-diagnostic review of the Company’s processes and testing are also completed incompliance with requirements of ICFR guidelines.

16. Customer Satisfaction & Quality

At SEIL we always believe in the philosophy of "Customer First" and all ourprocesses are aligned accordingly. We always strive to exceed our customers' expectationsincluding their emotional experience.

We are leveraging all our processes and resources to give a signature experience to ouresteemed customers. We have identified a leading indicator i.e. Customer Net PromoterScore to measure and track the customer satisfaction and customer loyalty level. Tomeasure the customer loyalty SEIL has very robust process wherein we measure the NetPromoter Score on quarterly basis.

Customer Net promoter score is calculated based on the formula CNPS = -{% of Promoters(rating 9 or 10 on 10 point scale) - {% of Detractors (rating 0 to 6)}. To improve thecustomer experience we engage all the Passive (rated 7 & 8) and Detractor and provideresolution to their issues. The continuous process of engaging with these customers hasenabled us to improve our customer experience year on year.

Due to strong engagement of our customers we have witnessed a continuous improvementin our CNPS score.

17. Directors and Key Managerial Personnel Appointment

Mr. Vivek Sarwate was appointed as an Additional Director effective 04.02.2016 till theconclusion of the ensuing Annual General Meeting of the Company. On 04.02.2016 he wasalso appointed as the Whole-Time Director and Key Managerial Personnel effective04.02.2016. The Company has received a notice as per the provisions of Section 160(1) ofthe Companies Act 2013 (the Act) from a member proposing candidature of Mr. VivekSarwate. The Board of Directors recommends his appointment at the ensuing Annual GeneralMeeting.

Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Sugata Sircar and Ms. Sonali Kaushik Directors retiresby rotation and being eligible offer themselves for re- appointment.

Considering the background and experience of Mr. Sugata Sircar and Ms. Sonali Kaushikthe Board is of the opinion that their appointment will immensely benefit your Company.The Board recommends their re- appointment.

Brief particulars of the Directors to be appointed/ re-appointed are given elsewhere inthis Report.

As per the declarations received none of the Directors of the Company are disqualifiedfor being appointed/ re-appointed as Directors as specified in Section 164(2)(a) and (b)of the Companies Act 2013.

18. Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 read with Regulation 16 of SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 that the IndependentDirectors of the Company meet with the criteria of their Independence as prescribedtherein.

Familiarization program for independent directors

The Independent Directors are provided with necessary documents reports and internalpolicies to enable them to familiarize with the Company’s procedures and practices.Periodic presentations are made at the Board and Board Committee Meetings on business andperformance updates of the Company. The details of such familiarization programmes forIndependent Directors are posted on the website of the Company and can be accessed at thelink http://www.infra.schneider-electric.com/in/.

19. Evaluation of the Board’s Performance

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. Performance evaluation of independent directors was done by the entire boardexcluding the independent director being evaluated.

20. Remuneration to Directors

We affirm that the remuneration paid to the Directors is as per the terms laid out inthe Nomination and Remuneration Policy of the Company.

21. Policy on Remuneration to be paid to Directors Key Managerial Personnel (KMP) andother employees and criteria for appointment of Directors

Your Company has in place Remuneration Policy for Directors KMP and all otheremployees of the Company and Criteria for Appointment of Directors. The policies wereadopted in line with the requirements of the Companies Act 2013 and the Listing Agreementwith the Stock Exchanges.

The Policy inter-alia requires the Directors to be of high integrity with relevantexpertise and experience so as to have a diverse Board. The Policy further lay down thepositive attributes/ criteria which the Nomination and Remuneration Committee keep in mindwhile recommending the candidature for the appointment as a Director.

Policy on Remuneration to be paid to Directors Key Managerial Personnel (KMP) andother employees and criteria for appointment of Directors is annexed to this Report atAnnexure-I.

22. Committees of the Board

The Details of composition of Audit Committee and other committees of the Board ofDirectors along with the attendance thereof is provided in the Corporate Governance Reportforming part hereof.

23. Related Party Transactions

The Company has formulated a policy on dealing with Related Party Transactions. Thepolicy is disclosed on the website of the Company (www.infra.schneider electric.com/in/).All transactions entered into with Related Parties were as per the RPT policy adopted bythe Company. Your Directors draw attention of the members to Note Number 29 to thefinancial statements which set out Related Party Disclosures.

24. Particulars of Employees

The Information as per Section 197 of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms partof this Report. However as per the provisions of Section 136 of the Companies Act 2013the report and accounts are being sent to the Members and others entitled theretoexcluding the information on employees’ particulars which is available for inspectionby the Members at the Registered Office of the Company during business hours on workingdays of the Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.

25. Directors’ Responsibility Statement

Your Directors state that:

a. in the preparation of the annual accounts for the year ended 31.03.2016 theapplicable accounting standards have been followed and there are no material departures;

b. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company and profit and loss of the Company as at31.03.2016;

c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. the Directors have prepared the annual accounts on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

26. Auditors

i. Statutory Auditors

The observations of Statutory Auditors in their report read with the relevant Notes toAccounts are self explanatory and therefore do not require any further explanation.

M/s S.R Batliboi & Co LLP Chartered Accountants (ICAI Registration No.301003E/E300005) Statutory Auditors of the Company were appointed by the Shareholders ofthe Company at their 5 th Annual General Meeting (AGM) held on August 11 2015 from theconclusion of 5 th Annual General Meeting up to the conclusion of the 10 th Annual GeneralMeeting of the Company subject to ratification of appointment by the members at everyAnnual General Meeting.

M/s. S.R Batliboi & Co LLP have expressed their willingness to get appointed asthe Statutory Auditors of the Company and have furnished a certificate of theireligibility confirming that ratification of their appointment if made at the ensuingAGM would be within the limits specified under Section 139(1) and 141 of the CompaniesAct 2013 and the rules framed there under.

The Report given by the Auditors on the Financial Statements of the Company forms parthereof. There have been no qualifications reservation adverse remarks or disclaimergiven by the Auditor in their report.

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

ii. Cost Auditors

As per the requirement of Central Government and pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 as amendedfrom time to time the Company has been carrying out audit of cost records. The Board ofDirectors on the recommendation of Audit Committee has appointed M/s. Shome &Banerjee Cost Auditors Kolkata (Firm Registration No. 000001) as Cost Auditors to auditthe cost records of the Company for the financial year 2016-17. As required under theCompanies Act 2013 a resolution seeking members’ approval for the remunerationpayable to the Cost Auditors forms part of the Notice convening the forthcoming AnnualGeneral Meeting.

iii. Secretarial Auditor and Secretarial Audit Report

The Board has appointed M/s Nesar and Associates Practicing Company Secretaries toconduct the Secretarial Audit of the Company for the financial year 2015-16 as requiredunder Section 204 of the Act and Rules made thereunder. The Secretarial Audit Report forthe financial year 2015-16 is attached as Annexure -II to the Board’s Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.

27. Public Deposits

The Company has neither accepted nor renewed any deposits from public within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the year under review.

28. Buy back of Securities

The Company has not bought back any of its securities during the year under review.

29. Sweat Equity

The Company has not issued any Sweat Equity shares during the year under review.

30. Bonus Shares

No bonus shares were issued during the year under review.

31. Corporate Governance

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 with the Stock Exchanges a separate report on corporate governance (Annexure - III)along with the Certificate (Annexure - IV) on its compliance is attached with this Report.

32. Particulars of Loans Guarantees or Investments

There are no Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013.

33. Extract of Annual Return

As provided under Section 92(3) of the Act read with Rule 12 (1) of the Companies(Management and Administration) Rules 2014 the extract of annual return is given inAnnexure V in the prescribed Form MGT-9 which forms part of this report.

34. Risk Management Policy

In compliance with the requirement of the Companies Act 2013 the Company has put inplace Risk Minimization and Assessment Procedures. In order to effectively and efficientlymanage risk and address challenges the Company has formulated Risk management Policy.

The objective of any risk identification and assessment process is to evaluate thecombination of likelihood and level of negative impacts from an event. The three maincomponents of a risk assessment are business risk service/operational risk and externalrisk.

The Company manages the risk in line with current risk management best practices. Thisfacilitates the achievement of our objectives operational effectiveness and efficiencyprotection of people and assets informed decision-making and compliance with applicablelaws and regulations.

35. Significant & material orders passed by the regulators

During the year under review no significant and material orders were passed by theRegulators or Courts or Tribunals impacting the going concern status and theCompany’s operations.

36. Vigil mechanism

The Vigil Mechanism of the Company in terms of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 includes a Task Force comprising senior executives of theCompany. Protected disclosures can be made by a Whistle Blower through an email ordedicated telephone lines or a letter to the Task Force.

37. Material changes and commitments affecting the financial position of the companyafter 31 st March 2016

There were no material changes and commitments affecting the financial position of theCompany after 31 st March 2016.

38. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

Pursuant to the provisions of the Sexual Harassment of Women at Work Place (PreventionProhibition and Redressal) Act 2013 read with Rules as amended upto date the Company hasconstituted Internal Complaints Committees (ICCs). ICCs have been given the responsibilityto receive and address the complaints received if any at all locations where the Companyis present. The Company has also taken steps to create awareness about familiarization tothe said policy having been put in place. There was no instance of alleged sexualharassment reported during the year under review.

39. Corporate Social Responsibility

The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company. The Annual Report on CSR Activities is not annexed herewithdue to non applicability of relevant provisions (losses in three financial years) to theCompany.

40. Meetings of the Board

Five meetings of the Board of Directors were held during the period under review. Forfurther details please refer report on Corporate Governance forming part of this AnnualReport.

41. Code of conduct and ethics

The Board of the Company has adopted a Code of Conduct and Ethics for the Directors andSenior Executives of the Company. The objective of the Code is to conduct theCompany’s business ethically and with responsibility integrity fairnesstransparency and honesty. The Code sets out a broad policy for one’s conduct indealing with the Company fellow Directors and Employees and with the environment in whichthe Company operates. The Code is available on the Company’s website(www.infra.schneider-electric.com/ in/).

42. Conservation of energy technology absorption and foreign exchange earning andoutgo

The particulars relating to conservation of energy technology absorption and foreignexchange earnings and outgo as required to be disclosed under the Companies Act 2013 isannexed as Annexure-VI and forms part of this Report.

43. Employees Stock Option Scheme

The company has not provided any Stock Option Scheme during the year under review.

44. Acknowledgments

Your Directors would like to thank all stakeholders namely customers shareholdersdealers suppliers bankers employees and all other business associates for thecontinuous support given by them to the Company and its Management.

For and on behalf of the Board of Directors
Place: New Delhi Vinod Kumar Dhall
Date: 8th August 2016 Chairman

Annexure - I

Policy on remuneration to be paid to directors key managerial personnel and otheremployees and criteria for appointment of directors

Remuneration Policy

Non-Executive Independent Directors

Non-Executive Independent Directors are appointed for their professional expertise intheir respective fields in individual capacity and receive sitting fees for attending themeetings of the Board and Committees thereof as approved by the Board from time to time.

Executive/Whole-Time Directors

The Committee shall recommend Remuneration of Whole-Time Directors which will be againrecommended by the Board and finally approved by the shareholders.

The Company pays remuneration by way of salary perquisites and allowances (fixedcomponent) and variable pay to Whole-Time Directors.

Perquisites and retirement benefits are paid according to the Company policy asapplicable to all employees.

The remuneration paid to Executive Directors is determined keeping in view the industrybenchmark and the relative performance of the Company to the industry performance. This isfurther benchmarked so as to attract and retain the right talent for the job.

Key Managerial Personnel and Other Employees

The remuneration of Key Managerial Personnel and other employees largely consists ofbasic salary perquisites and allowances. Perquisites and retirement benefits are paidaccording to the Company policy subject to prescribed statutory ceiling.

The components of the total remuneration vary for different levels and are governed bythe industry pattern qualification & experience/ merits and performance of eachemployee. The Company while deciding the remuneration package takes into considerationcurrent employment scenario and remuneration package as is prevailing in the industry.

The annual variable pay of Key Managerial Personnel and employees is linked to theperformance of the Company in general for the relevant year and measured againstCompany’s objectives fixed in the beginning of the year.

Director’s Qualification and Evaluation Criteria

The composition and strength of the Board of Directors (the "Board") of theCompany is subject to the provisions of the Companies Act 2013 Listing Agreement withthe Stock Exchanges and Articles of Association of the Company.

Within the defined parameters as above the Board determines the size and compositionof the Board.

The Nomination and Remuneration Committee of the Board (the "Committee") isresponsible for evaluating the qualifications of each candidate to be appointed asDirector on the Board of the Company and of those Directors who are to be nominated forelection by shareholders at each annual shareholder’s meeting.

The qualification criteria set forth herein below is designed to describe the qualitiesand characteristics desired for the Board as a whole and for Board members individually.

Director Qualification Criteria- General

It is not mandatory to establish specific minimum age education years of businessexperience or specific types of skills for Board members but in general it is expectedfrom an independent Director to possess appropriate skills experience and knowledge inone or more fields of finance law management sales marketing administrationresearch corporate governance technical operations or other disciplines related to thecompany’s business and to have ample experience and a proven record of professionalsuccess leadership and the highest level of personal and professional ethics integrityand values. In its evaluation the Committee shall consider the Board size and compositionof the Board according to the following guidelines:

With respect to Board composition as a whole the Board will maintain composition ofthe Directors pursuant to applicable laws rules and regulation and the IndependenceStandards set forth below:

Additional Qualification Review Criteria

The Committee shall also consider whether each Director candidate and each Directorpossesses the following:

• The highest level of personal and professional ethics integrity and values;

• An appreciation of the Company’s mission and purpose

• The ability to exercise objectivity and independence in making informed businessdecisions;

• The willingness and commitment to devote the time necessary to fulfill his/ herduties;

• The ability to communicate effectively and collaborate with other Board membersto contribute effectively to the diversity of perspectives that enhances Board andCommittee deliberations including a willingness to listen and respect the views ofothers; and

• The skills knowledge and expertise relevant to the Company’s businesswith extensive experience at a senior leadership level in a comparable company ororganization including but not limited to relevant experience in manufacturinginternational operations finance accounting legal strategic planning supply chaintechnology and marketing.

Independent Directors

It is expected that an Independent Director shall:

(1) uphold ethical standards of integrity and probity;

(2) act objectively and constructively while exercising his/ her duties;

(3) exercise his/ her responsibilities in a bona fide manner in the interest of thecompany;

(4) devote sufficient time and attention to his/ her obligations towards the companyfor informed and balanced decision making;

(5) not allow any extraneous considerations that will vitiate his/ her exercise ofobjective independent judgment in the paramount interest of the company as a whole whileconcurring in or dissenting from the collective judgment of the Board in its decisionmaking;

(6) not abuse his/ her position to the detriment of the company or its shareholders orfor the purpose of gaining direct or indirect personal advantage or advantage for anyassociated person;

(7) refrain from any action that would lead to loss of his/ her independence;

(8) where circumstances arise which make an independent Director lose his/ herindependence the independent Director must immediately inform the Board accordingly;

(9) assist the company in implementing the best corporate governance practices.

Role and functions:

The Independent Directors shall:

(1) help in bringing an independent judgment to bear on the Board’s deliberationsespecially on issues of strategy performance risk management resources keyappointments and standards of conduct;

(2) bring an objective view in the evaluation of the performance of Board andmanagement;

(3) scrutinize the performance of management in meeting agreed goals and objectives andmonitor the reporting of performance;

(4) satisfy themselves on the integrity of financial information and that financialcontrols and the systems of risk management are robust and defensible;

(5) safeguard the interests of all stakeholders particularly the minorityshareholders;

(6) balance the conflicting interest of the stakeholders;

(7) determine appropriate levels of remuneration of executive Director/s keymanagerial personnel and senior management and have a prime role in appointing and wherenecessary recommend removal of executive Directors key managerial personnel and seniormanagement;

(8) moderate and arbitrate in the interest of the company as a whole in situations ofconflict between management and shareholder’s interest.

Duties:

The independent Directors shall

(1) undertake appropriate induction and regularly update and refresh their skillsknowledge and familiarity with the company;

(2) seek appropriate clarification or amplification of information and wherenecessary take and follow appropriate professional advice and opinion of outside expertsat the expense of the company;

(3) strive to attend all meetings of the Board of Directors and of the Board committeesof which he is a member;

(4) participate constructively and actively in the committees of the Board in whichthey are chairpersons or members;

(5) strive to attend the general meetings of the company;

(6) where they have concerns about the running of the company or a proposed actionensure that these are addressed by the Board and to the extent that they are notresolved insist that their concerns are recorded in the minutes of the Board meeting;

(7) keep themselves well informed about the company and the external environment inwhich it operates;

(8) not to unfairly obstruct the functioning of an otherwise proper Board or committeeof the Board;

(9) pay sufficient attention and ensure that adequate deliberations are held beforeapproving related party transactions and assure themselves that the same are in theinterest of the company;

(10) ascertain and ensure that the company has an adequate and functional vigilmechanism and to ensure that the interests of a person who uses such mechanism are notprejudicially affected on account of such use;

(11) report concerns about unethical behaviour actual or suspected fraud or violationof the company’s code of conduct or ethics policy;

(12) acting within his/ her authority assist in protecting the legitimate interests ofthe company shareholders and its employees; not disclose confidential informationincluding commercial secrets technologies advertising and sales promotion plansunpublished price sensitive information unless such disclosure is expressly approved bythe Board or required by law.

Independence Review Procedures

Annual Review

Determinations of Director’s independence will be made by the Board for eachDirector on an annual basis.

Individual Director - Independence Determinations

If a Director nominee is considered for election to the Board between annual meetingsa determination of independence upon the recommendation of the Committee shall be madeby the Board prior to such appointment.

All determinations of independence shall be made on a case-to-case basis for eachDirector after consideration of all the relevant facts and circumstances and the standardsset forth herein. The Board reserves the right to determine that any Director is notindependent even if he or she satisfies the criteria set forth above.

Notice of Change of Circumstances

Each Director has an affirmative obligation to notify the Company of any change incircumstances that may put his/ her independence at issue. If so notified the Committeeshall re-evaluate such Director ’s independence as promptly as practicable and makea recommendation to the Board with respect to such Director ’s independence.