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Schneider Electric Infrastructure Ltd.

BSE: 534139 Sector: Engineering
NSE: SCHNEIDER ISIN Code: INE839M01018
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VOLUME 49767
52-Week high 153.90
52-Week low 92.00
P/E 47.18
Mkt Cap.(Rs cr) 2,843
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 121.60
CLOSE 121.60
VOLUME 49767
52-Week high 153.90
52-Week low 92.00
P/E 47.18
Mkt Cap.(Rs cr) 2,843
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Schneider Electric Infrastructure Ltd. (SCHNEIDER) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 11th Annual Report onthe business and operations of your Company along with the Audited Financial Statementsfor the year ended March 31 2021.

Financial Results

( Rs in million)
Financial Year 2020-2021 Financial Year 2019-2020
Sales and Services 12971.28 13844.10
EBITDA 822.81 389.81
(As percentage of sales) 6.3% 2.8%
Depreciation 220.85 218.29
EBIT 601.96 171.51
Interest net 481.95 480.78
Restructuring 130.12 (13.52)
Profit/(Loss) after tax (10.11) (295.75)

Company's Financial Performance and State of the A_airs

The Operating Revenue of the Company was at INR 12971.28 million infinancial year ended on March 31 2021 compared to INR 13844.10 million in financialyear 2019-2020. The loss after tax in financial year 2020-21 was at INR 10.11 millioncompared to loss of INR 295.75 million in the previous year.

For further update on performance of the Company in Financial Year2020-21 please refer to Management Discussion and Analysis Report forming part of thisAnnual Report.

Annual Performance

Details of the Company's annual financial performance as publishedon the Company's website and presented during the analyst call after declaration ofannual results can be accessed using the following link:https://infra.schneider-electric.co.in/investor/ annualreportsandfinancials.

Dividend and

Dividend Distribution Policy

No dividend has been declared by the Directors for the year ended March31 2021.

Your Company has formulated Dividend Distribution Policy ("thePolicy") in accordance with Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ("theListing Regulations") and any amendments thereto for bringing transparency in thematter of declaration of dividend and to protect the interest of investors.

The Policy can be accessed on the website of the Company athttps://infra.schneider-electric.co.in/ supervision/images/policies/policies7LWFvGw5Nh.pdf

Reserves

The details of reserves are provided under the note of equity infinancial statements.

Share Capital

During the year there has been no change in the Share Capital of theCompany and the paid-up share capital is Rs 2198208070/- as on March 31 2021. Theshare capital comprises of 239104035 equity shares of Rs 2 each and 172000000 8%non-convertible preference shares of Rs 10 each.

Extract of Annual Return

In accordance with Section 92(3) of the Companies Act 2013 ("theAct") the annual return in the prescribed format is available at Company'swebsite at https:// infra.schneider-electric.co.in/supervision/images/announcements/announcementsoFePq9A3Og.pdf.

Directors

At the year ended March 31 2021 the Board had 10 (ten) Directorscomprising of 2 (two) Executive Directors 4 (four) Non-Executive Directors and 4 (four)Independent Directors including a Woman Independent Director.

The year under review saw the following changes to the Boardcomposition:

Appointment(s)

The Board of Directors of the Company at their meeting held on June 162020 based on the recommendation of the Nomination & Remuneration Committee (NRC)approved the appointment of Mr. Arnab Roy (DIN: 02522674) as an Additional Whole-TimeDirector for a period of 3 (three) years w.e.f. June 16 2020. Appointment was approved bythe members at the 10th (Tenth) Annual General Meeting (‘AGM') held onSeptember 8 2020. However the designation of Mr. Arnab Roy was changed from Whole-TimeDirector to Non-Executive Director w.e.f. January 1 2021 due change in his role withinthe Schneider Electric Group ("SE Group").

After closure of the financial year as part of comprehensivesuccession planning the Board of Directors in its meeting held on April 16 2021 approvedappointment of Mr. Sanjay Sudhakaran as Managing Director (MD) & Chief ExecutiveOfficer (CEO) of the Company effective from May 1 2021 in place of Mr. Bruno BernardDercle who resigned from his position as MD & CEO of the Company w.e.f. April 302021 due to other pre-commitments.

As on the date of this Report the Board on the recommendation of NRCapproved the following:

appointment of Mr. Sanjay Sudhakaran (DIN: 00212610) asAdditional Director MD & CEO of the Company in professional capacity for a period of5 (five) years w.e.f. May 1 2021 who holds office upto the date of the 11th (Eleventh)Annual General Meeting (AGM).

The appointment of Mr. Sudhakaran is subject to the approval of theMembers at this 11th AGM.

appointment of Mr. Amol Phatak (DIN:09149703) as AdditionalNon-Executive Director w.e.f. May 1 2021 who holds office upto the date of the 11th AGM.

change in designation of Mr. Amol Phatak from AdditionalNon-Executive Director to Additional Whole-Time Director of the Company in professionalcapacity for a period of 3 (three) years w.e.f. August 12 2021.

The appointment of Mr. Phatak as Whole-Time Director is subject to theapproval of the Members at this 11th AGM.

In terms of provisions of the Act and the Listing Regulations NRC hasidentified list of core skills expertise and competencies required for a person topossess in order to be selected as a Board member. The NRC also focuses on thequalification and competence of the person professional experience the positiveattributes standards of integrity ethical behaviour and independent judgement of theperson in selecting a new Board member.

Re-appointment(s)

In accordance with the provisions of Act and the Articles ofAssociation of the Company Mr. Anil Chaudhry (DIN: 03213517) Non-Executive Director isretiring by rotation and being eligible has offered himself for re-appointment. TheBoard recommends his re-appointment.

Brief profiles of Mr. Sanjay Sudhakaran Mr. Amol Phatak and Mr. AnilChaudhry along with the disclosures required pursuant to the Listing Regulations and theAct are provided for attention of the Members in the Notice of the 11th (Eleventh) AGM.

In case of re-appointment of Non-Executive Director NRC and the Boardtakes into consideration the performance of the Director based on the Board evaluationand his/ her engagement level during their previous tenure.

Cessation(s)

There were no cessations from directorship during the year underreview. However the following cessations took place after the end of the financial yearand till the date of this report.

Mr. Bruno Bernard Dercle resigned from the position of MD & CEO ofthe Company w.e.f. close of business hours on April 30 2021 owing to his pre-occupation.

Your Directors express their profound grief and sorrow over the saddemise of Mr. Bruno Bernard Dercle on May 9 2021. Mr. Dercle's association with SEGroup spans for over 18 years. He leaves behind a great legacy to be carried forward byhis colleagues in Schneider Electric. Mr. Dercle was a role model for honestytrust mentorship as well as a passion for travel and discovery.

Further Mr. Piyush Pandey resigned from the position of Whole-TimeDirector w.e.f. close of business hours on April 30 2021 in order to take up a new rolein the SE Group.

Board places on record its appreciation for the valuable servicesrendered by Mr. Pandey during his tenure.

Number of Board Meetings

The Board of Directors of the Company met 5 (five) times during thefinancial year 2020-21. For further details please refer to Report on CorporateGovernance which forms a part of this Annual Report. The gap intervening between twomeetings of the Board is within the time prescribed under the Act and the ListingRegulations.

Declaration of Independence by Independent Directors

The Company has received necessary declaration from the IndependentDirectors confirming that they meet the criteria of independence as laid out under Section149(6) of Act and as per the Listing Regulations.

Key Managerial Personnel(s) (KMPs)

During the year under review the Company appointed Mr. Arnab Roy asWhole-Time Director w.e.f. June 16 2020 and designated him as the KMP under Section 203of the Act. However he ceased to be the KMP w.e.f. January 1 2021 upon stepping downfrom his position of Whole-Time Director and continuing as Non-Executive Director onBoard.

Mr. Mayank Holani was appointed as Chief Financial Officer (CFO) andaccordingly KMP of the Company effective from September 9 2020 in place of

Mr. Arnab Roy who ceased to the CFO w.e.f. September 8 2020.

Mr. Bruno Bernard Dercle and Mr. Piyush Pandey relinquished theirrespective positions of KMP w.e.f. April 30 2021 owing to their resignation as MD &CEO and Whole-Time Director of the Company respectively.

Mr. Sanjay Sudhakaran appointed as MD & CEO and Mr. Amol Phatakappointed as Whole-Time Director of the Company have been designated as KMPs effectivefrom May 1 2021 and August 12 2021 respectively.

During the year under review Ms. Bhumika Sood stepped down from herposition as the Company Secretary & Complience officer of the Company w.e.f. October22 2020. she was re-appointed by Board in its meeting held on November 12 2020 to beeffective from November 20 2020

The following Directors/Executives are KMPs of the Company as at thedate of this report:

Mr. Sanjay Sudhakaran Managing Director and Chief ExecutiveOfficer;

Mr. Amol Phatak Whole-Time Director

Mr. Mayank Holani Chief Financial Officer;

Ms. Bhumika Sood Company Secretary and Compliance Officer.

Annual Evaluation of Board's Performance and Performance of itsCommittees Chairman and Individual Directors

The Company has devised a formal process for annual evaluation ofperformance of the Board its Committees Chairman and Individual Directors ("BoardEvaluation") which include criteria for performance evaluation of non-executivedirectors and executive directors as laid down by the NRC and the Board of Directors ofthe Company.

The Board of Directors have carried out an annual evaluation of its ownperformance performance of the Directors individually Chairman as well as theevaluation of the working of its statutory Committees pursuant to the provisions of theAct Regulation 25 of the Listing Regulations and the Guidance Note on Board Evaluationissued by Securities & Exchange Board of India (SEBI) on January 05 2017.

The outcome of the Board Evaluation was discussed by the NRC and theBoard at their respective meetings held on June 23 2021.

A detailed update on the Board Evaluation is provided in the CorporateGovernance Report forming part of this Annual Report.

Remuneration Policy

Your Company follows a compensation mix of fixed pay benefits andperformance based variable pay which is paid based on the business performance and goalsof the Company.

In terms of the provisions of Section 178(3) of the Act and Regulation19 read with Part D of Schedule II to the Listing Regulations the NRC is responsible forformulating the criteria for determining qualification positive attributes andindependence of a director. The Board has on the recommendation of NRC framed a policyon remuneration to be paid to directors key managerial personnel and other employees andcriteria for appointment of directors.

During the year under review there have been no changes to the policy.The policy is available on the website of the Company at https://infra.schneider-electric.co.in/supervision/images/policies/ policiesi9nEqpDA7e.pdf.

The remuneration paid to the directors key managerial personnel andsenior management is in accordance with the Nomination and Remuneration Policy.

Committees of the Board

The Committees of the Board focus on certain specific areas and makeinformed decisions in line with the delegated authority.

The Board has following statutory Committees functioning in accordanceto their respective roles and defined scope:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders Relationship Committee

5. Risk Management Committee

In addition the Board has constituted Finance and Banking Committeeinter-alia to take care of the day to day banking operations of the Company.

Details of composition terms of reference and number of meetings heldfor respective committees are provided in the Corporate Governance Report which formspart of this Annual Report.

During the year all recommendations made by each of the Committeeswere accepted by the Board.

The Board has laid down Code of Conduct - Principles of Responsibility(PoR) for Directors Senior Executives and Employees of the Company and the same can beaccessed using the following link: https://infra.schneider-electric.co.in/investor/codeofconduct.

Related Party Transactions

In line with the requirements of the Act and the Listing Regulationsall related party transactions entered by the Company during the year under review were onarm's length basis and in the ordinary course of business. No material related partytransactions i.e. transactions exceeding ten percent of the annual consolidated turnoveras per the last audited financial statements were entered during the year by yourCompany. Accordingly no transactions are being reported in Form

AOC-2 in terms of Section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014.

All related party transactions were entered into with the priorapproval of the Audit Committee and omnibus approval was obtained for unforeseeabletransactions. A report on the transactions specifying the nature value and terms andconditions of the same done during the quarter vis--vis the approval granted arepresented to the Audit Committee on a quarterly basis for its review.

The Company's policy on Related Party Transactions formulated inline with the requirements of the Act and the Listing Regulations is available on thewebsite and can be accessed at: https://infra.schneider-electric.co.in/supervision/images/policies/policiesyn0kCFEtav. pdf

Deposits

Your Company had no opening balance of Deposits. Further your Companyhas neither accepted nor renewed any deposits from public within the meaning of Section 73of the Act read with Companies (Acceptance of Deposits) Rules 2014 during the year underreview.

Loans Guarantees Securities and Investments

During the year under review the Company has neither extended anyloan or guarantees or provided any security on guarantees nor made any investments interms of the provision of Section 186 of the Act.

Energy Conservation Technology Absorption Foreign Exchange Earnings& Outgo

The information on Conservation of Energy Technology Absorption andForeign Exchange Earnings & Outgo as stipulated under Section 134(3)(m) of the Actread with Rule 8 of the Companies (Accounts) Rules 2014 is set out in the Annexure Ito this Report.

Particulars of Employees and Remuneration

The statement of disclosure pertaining to remuneration and otherdetails as required under Section 197 of the Act and Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are provided in the prescribedformat and set out as Annexure II to this Report.

In terms of Section 136 of the Act the said annexure shall beavailable for inspection electronically only pursuant to the prevailing situation causedby COVID19.

Auditors

Statutory Auditors

M/s. S. N. Dhawan & Co. LLP Chartered Accountants (FirmRegistration No. 000050N/N500045) were appointed as statutory auditors of the Company fora period of 5 (five) years at the 10th (tenth) AGM of the Company held on September 82020 to hold office till the conclusion of the 15th (fifteenth) AGM.

The report given by the Auditors on the Financial Statements of theCompany for financial year 2020-21 forms part of this Annual Report. There has been noqualification reservation adverse remarks or disclaimer given by the Auditor in theirreport.

Further the Auditors Report being self-explanatory does not call forany further comments from the Board of Directors.

During the year under the review no instances of fraud have beenreported by the Statutory Auditors under Section 143(12) of the Act and the rules framedthereunder neither to the Company nor to the Central Government.

Cost Auditors

The Company has maintained cost records in respect of the applicableproducts as specified by the Central Government for the financial year ended March 312021 in terms of the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time.

On the recommendation of the Audit Committee the Board of Directors ofthe Company re-appointed M/s. Shome & Banerjee Cost Accountants Kolkata (FirmRegistration No. 000001) as Cost Auditors of the Company for conducting the audit of thecost records maintained by the Company for financial year 2020-21.

M/s. Shome & Banerjee have been re-appointed for financial year2021-22 as well. A resolution seeking ratification of the remuneration payable to the CostAuditors for financial year 2021-22 forms part of the notice of the ensuing AGM.

A Certificate from M/s. Shome & Banerjee Cost Accountants has beenreceived to the effect that their appointment as Cost Auditors of the Company is inaccordance with the limits specified under Section 141 of the Act and Rules framedthereunder.

The Company filed the Cost Audit Report for financial year 2019-2020with the Registrar of Companies within the time limit prescribed under the Companies(Cost Records and Audit) Rules 2014.

Secretarial Auditors

The Board of Directors of the Company appointed M/s Sanjay Grover andAssociates Practicing Company Secretaries as the Secretarial Auditors to conduct an auditof the secretarial records for the financial year 2020-21 as required under Section 204 ofthe Act and rules made thereunder. The Secretarial Audit Report does not contain anyqualification reservation adverse remarks or disclaimer and is attached as AnnexureIII to this Report.

The Board has re-appointed M/s Sanjay Grover and

Associates as Secretarial Auditors for the financial year 2021-22. TheCompany has received consent from M/s Sanjay Grover and Associates for acting as theSecretarial Auditors for the financial year ending March 31 2022.

Pursuant to SEBI circular no. CIR/CFD/CMO1/27/2019 dated February 82019 the Company has also undertaken an audit for all applicable compliances as per theListing Regulations and circular guidelines issued thereunder. The Annual SecretarialCompliance Report for the financial year 2020-21 has also been submitted to the StockExchanges within the stipulated timeline.

The Secretarial Auditors were also present virtually at the last AGM ofthe Company.

Corporate Governance

In compliance with Regulation 34 of the Listing Regulations a separatereport on Corporate Governance setting out the governance structure principal activitiesof Board and its Committees and the policies and practices that enable the Board tofulfill its responsibilities together with a Certificate from a Practicing CompanySecretary regarding compliance of the conditions of Corporate Governance as stipulatedunder the Listing Regulations is provided under separate section in this Annual Report.

Whistle Blower Policy/ Vigil Mechanism

The Company has in place a robust vigil mechanism for reporting genuineconcerns through its Whistle Blower Policy. As per the policy adopted all complaints arereported to the Group Compliance Officer who is independent of operating management. Inline with global practices dedicated email IDs a centralized database a whistle-blowerhotline with multiple language options and a web-based portal have been created tofacilitate receipt of complaints. All employees and stakeholders can register theirintegrity related concerns either by calling the toll-free number or by writing on theweb-based portal.

Your Company investigates such complaints speedily confidentially andin an impartial manner and take appropriate action to ensure that the requisite standardsof professional and ethical conduct are always maintained. After the investigationestablished cases are brought to the SE Group Ethics Committee for decision-making. Allwhistle-blower cases are periodically presented and reported to the Company's AuditCommittee. The details of this process are also provided in the Corporate GovernanceReport forming part of this Annual Report and the Whistle Blower Policy is available onCompany's website at https://infra.schneider-electric.co.in/supervision/images/policies/ policiesg7dbFIyt0Q.pdf.

Directors' Responsibility Statement

The Board of Directors to the best of their knowledge and abilityconfirm that: a) in the preparation of the annual accounts for the financial year endedMarch 31 2021 the applicable accounting standards had been followed and there are nomaterial departure from the same;

b) they have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year i.e. March 31 2021 and of the loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls were adequate and operatingeffectively;

f) they have devised proper systems to ensure compliance with theprovision of all applicable laws and that such systems were adequate and operatingeffectively; and

g) the Company has complied with the Secretarial Standards-1 (Meetingsof Board of Directors) and Secretarial Standards-2 (General Meetings) issued and amendedfrom time to time by the Institute of Company Secretaries of India.

Signi_cant and Material Orders passed by the Courts and Tribunals

There has been no significant and material order passed by theRegulators or Courts or Tribunals impacting the going concern status and Company'soperations.

Development and Implementation of Risk Management Policy

In compliance to requirements of the Act the Company has developed andimplemented Risk Management Policy emphasizing on assessment procedures for riskminimization. These procedures are periodically reviewed to ensure that the executivemanagement controls risk through means of a properly defined framework which is in linewith best practices of current risk management.

Risk can be referred to as the chances of having an unexpected ornegative outcome. Any action or activity that leads to loss of any type can be termed asrisk. There are different types of risks that an organisation might face and needs toovercome. Risks can be classified into three types: Business Risk Non-Business Risk andFinancial Risk. The primary objective of our risk assessment policy is to assess the levelof impact from such negative outcome and the measures required to cover the organisationfrom such risks.

Also in compliance to the Listing Regulations the Board hasconstituted a Risk Management Committee to ensure that current Risk Management Policyachieves the objectives of operational efficiency and effectiveness informed decisionmaking protection of people and assets and compliance with applicable laws andregulations. The details of the same are available in Corporate Governance Report formingpart of this Annual Report.

In terms of the amendments in the Listing Regulations related toenhanced role and scope of the Risk Management Committee the Board of Directors haveapproved and adopted the revised terms of reference of the Risk Management Committee toalign them with the roles and responsibilities specified in Schedule II of the ListingRegulations.

The Risk Management Policy of the Company can be accessed using thefollowing link: https://infra. schneider-electric.co.in/supervision/images/policies/policiesJp6l51g8d2.pdf.

Internal Audit and Internal Financial Control

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The Board appointed Mr. Anurag Bothra as InternalAuditor of the Company to conduct the Internal Audit for the financial year 2020-21. TheCompany has set up a robust risk management framework across the organization whichfacilitates identification assessment communication and management of risk in effectivemanner. The audit plan for the year is based on risk assessment which is approved by theAudit Committee.

In compliance to requirements of the Act your Company has put inplace an independent and objective inhouse internal audit department designed to providereasonable assurance with regards to the effectiveness and adequacy of the internalcontrol system processes and reliability of financial reporting.

The in-house internal audit department along with third party auditfirms provides audit assurance and consulting activities designed to add value andimprove the Company's end to end processes through a systematic disciplined approachfrom inception through fieldwork to final reporting. All five essential components ofCommittee of Sponsoring Organization (COSO) frame-work i.e. control environment riskassessment control activities information communication and monitoring are consideredwhile defining the control objective as the intent is to ensure adherence to Companydefined guidelines along with value addition through improvement in existing Companyprocesses.

Also as per requirements of the Act a detailed internal financialcontrol framework has been documented and is reviewed and updated annually. Operatingeffectiveness of such framework is tested on annual basis and results are presented toBoard and shared with statutory auditors. Controls self-assessments are performed byrespective process owners annually for the defined controls.

The Audit Committee does a regular review of the internal audit reportssubmitted by the Internal Auditors and an action plan for remedial actions is put inplace. The Audit Committee is continuously apprised of the action plan status. TheCommittee also meets the Company's statutory auditors to ascertain inter alia theirviews on the adequacy of internal control systems in the Company and keeps the Board ofDirectors informed of its major observations if any.

On review of the internal audit observations the Company confirms thatthere are no adverse observations and the Internal financial controls were adequate andoperating effectively.

Prevention of Sexual Harassment at Workplace

Your Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on prevention prohibition and redressal of Sexual Harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules made thereunder.

Pursuant to the above provisions the Company has constituted InternalComplaints Committees (ICCs) for every location where it operates which have been giventhe responsibility to receive and address the complaints.

A brief update on these cases is reported to the Audit Committee andBoard of Directors of the Company on quarterly basis.

The Company periodically conducts sessions for employees across theorganization to create awareness about the policy in place and provisions of the law inthis regard

During the year under review no complaints were reported under thesaid policy.

Transfer of Unclaimed Dividend & Shares in favor of InvestorEducation and Protection Fund (IEPF) Authority

No transfers of unpaid dividend and shares in IEPF were executed duringthe financial year ended March 31 2021. However in adherence to the provisions ofsection 125 of the Act read with Investor Education and Protection Fund (AccountingAudit Transfer and Refund) Rules 2016 the ("IEPF Rules") the shares on whichdividends were not claimed and the unclaimed dividends for 7 (seven) consecutive yearswere transferred in favor of IEPF Authority during the financial year 2019-2020 inaccordance with the provisions of the Act.

Your Company duly followed the procedure for transfer of shares andDividends as laid under the Act the Listing Regulations and IEPF Rules and had sent thenotices to the respective shareholders who have not claimed their dividend for the last 7(seven) consecutive years.

Code of Conduct for Prevention of Insider Trading

The Code of Conduct for Prevention of Insider Trading in accordancewith SEBI (Prohibition of Insider Trading) Regulations 2015 as amended from time to timeis uploaded on the website of the Company and can be accessed at https://infra.schneider_electric.com/supervision/images/ policies/policies604ehirnNG.pdf

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations a detailed reporton the Management Discussion and Analysis is presented in a separate section forming partof this Annual Report.

Corporate Social Responsibility (CSR)

The Company is not required to spend any amount towards the mandatoryCSR spend under the Act for financial year 2020-21 since the Company has been at a lossat an average for last 3 (three) financial years.

However in the financial year 2020-21 the SE Group was activelyinvolved in CSR activities. The SE Group also aligned its programs to contribute to UN setSustainable Development Goals 2030 ("SDG").

In terms of the provisions of Section 135 of the Act and the rulesframed thereunder the Corporate Social Responsibility Committee constituted by the Boardhad the following Directors as members as at March 31 2021:

1. Mr. Bruno Bernard Dercle*

2. Mr. Ranjan Pant

3. Mr. VS Vasudevan

*Mr. Bruno Bernard Dercle resigned from the directorship w.e.f. April30 2021 and accordingly ceased to be a member of the Committee from said date. Mr. SanjaySudhakaran was appointed as member of CSR Committee w.e.f. May 1 2021.

The statutory disclosures with respect to the CSR Committee and anAnnual Report on CSR Activities forms part of this Report as Annexure IV.

The Company has in place a CSR policy which can be accessed athttps://infra.schneider-electric.co.in/supervision/images/policies/policiestn4JOAF7cU.pdf.

Business Responsibility Report

Your Company has embedded in its core business philosophy the visionof societal welfare and environmental protection. In compliance with Regulation 34(2)(f)of the Listing Regulations your Company has included Business Responsibility Report aspart of this Annual Report.

Acknowledgments

Your Board takes this opportunity to convey its deep appreciation toour shareholders customers business partners vendors bankers financial institutionsand academic institutions for all the support rendered during the year.

The Board also immensely thank all the Departments of Government ofIndia the various ministries of the state governments the central and state electricityregulatory authorities tax authorities and local authorities in areas where we areoperational in India for all the support rendered during the year and look forward totheir continued support in the future.

Finally we place on record our appreciation of the contributions madeby all our employees at all levels and their families for making the Company what it is.

On behalf of the Board of Directors

For Schneider Electric Infrastructure Limited

Vinod Kumar Dhall Chairman DIN: 02591373

Date: August 12 2021 Place: Noida

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