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Schneider Electric Infrastructure Ltd.

BSE: 534139 Sector: Engineering
NSE: SCHNEIDER ISIN Code: INE839M01018
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VOLUME 5617
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OPEN 82.75
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VOLUME 5617
52-Week high 149.50
52-Week low 82.00
P/E
Mkt Cap.(Rs cr) 1,987
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

Your Directors take pleasure in presenting herewith the Annual Report and AuditedAccounts for the year ended

March 31 2017.

Financial Results

Dividend

No dividend has been declared by the Directors for the year ended March 31 2017 dueto losses.

Performance Review

Your Company began the year with a renewed focus on profitable growth and converted theexternal uncertain market conditions into an internal opportunity to implement profitboosting initiatives. Indian power sector has a lot of potential to grow and advanceacross different stages of the delivery cycle and also at the consumption end. Though thetraditional markets are still recovering there are emerging markets which show a sign ofpromise. The Company has realigned itself with respect to these market trends which canprovide growth opportunities in these emerging segments. The Company has dynamicallyresponded to headwinds and local policy changes and is prepared for the much awaited taxreforms in the country. The Company has maintained its strategic priority towardsprofitable growth via prudent customer acquisition while offering a strong valueproposition.

Your Company is continuously cautious and selective in term of customers while buildinga healthy backlog in line with our strategy. The Company's normal operation has improvedsignificantly and net income before one off charges turned into positive. Therecoverability of older receivables and liquidity has remained a challenge due to themarket conditions. The Company has taken a one-off hit of 1377 MINR for sticky debtorsand 271 MINR for various old legal forms which turned the net income into negative.

With the market leaping towards a connected ecosystem rather than a specific standalonesolution your Company is ideally positioned to leverage its global expertise in combiningIT with our proven OT to deliver completely automated and reliable solutions withaugmented value and peace of mind to our customers. The investments in development anddelivery of EcoStruxure is a testimony to our digital and customer-centric offerstrategies.

Your Company's deep industry experience and wide product and services portfolio hasmade it the customer`s premier partner of choice. With our unique positioning in the smartproducts and ecosystems coupled with the increasingly reliable safe and environmentallyfriendly offers we witnessed continued support from our partners and renewed confidencefrom customers this year. Thus we have not only secured our existing client base but alsoacquired industry leading projects in both government and private sectors. At every levelin the organisation we remain committed towards sustainability safety and satisfaction ofcustomers and society in general.

Employees are the company`s most valuable assets. Our unwavering focus on employeegrowth and development has been a keystone in the achievement of successful feats in ahighly competitive market. Multiple training programs and employee engagement initiativeswith world class content and delivery modes have helped in achieving the ambition of beinga dynamic and learning organisation.

Your Company is grateful towards its shareholders customers employees and allstakeholders for their confidence and inspiring support to grow our business from strengthto strength and meet the expectations of the future.

10 Our Offerings

1.1 EcoStruxure Grid

The New World of Energy built on IT/OT convergence

Megatrends: 3D equation behind profound change in the energy world

Firstly decarbonisation - for power systems we're talking about the impact ofrenewables. It is predicted that over the next 15 years growth in variable renewablecapacity will continue. The variability of renewables means that grid-tied storage willalso become a reality.

Secondly digitisation - the internet of things has reached power systems. Millions ofautomated grid devices gathering and integrating energy data will change the face of thefuture grid and transform the job of grid operators

The third D is Decentralisation as power generation models are changing and where smallscale solar and storage can turn consumers into prosumers and produce energy closer towhere it is used.

Schneider Electric is a technology company in the business of innovation.

Our "advanced grid" vision of how we will support this transformation isbuilt on 3 pillars of innovation. It will enable energy world players to embark on adigital journey.

At Schneider Electric innovation is in our DNA and in every part of the energyecosystem. We innovate in our connected products to extend communication anddata-integration capacities. Our local control systems work across the grid right to itsedge with distributed generation and on the demand side enabling operational andenterprise data to be fully leveraged by powerful analytics and services.

From seamless local production and integration at the grid edge to bridging demand andsupply EcoStruxure Grid increases your grid's efficiency for sustainable networks.

1.2 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 and demand. The grid will be smart onceall users are smart grid ready and connected to the network.

Utilities will drive Smarter Supply to manage increasing demand network complexityand environmental concerns

Energy efficient companies and active end-users will drive Smarter Demand to maximisethe 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 power systemengineer and dispatcher to effectively and efficiently engineer plan and operate thedistribution network

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

Outage Management System (OMS): OMS sounds an alarm that informs the operator of theevent

Customer Information System (CIS): CIS provides the information on the utility'swebsite so that customers can find out for themselves why they have no power or how longit will take to rectify the damage

Work Management System (WMS): WMS creates a work order with the GIS data detailinglocation of substation for the people to undergo the rectification/ replacement ofequipment

Cyber Security: Security of our customers' systems is of paramount importance and thishelps provide security guidelines for customers to ensure their systems are protected fromattack

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 optimising 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 minimiseinterruptions of service. Self healing is in essence the smart grid's immune system

Renewable Integration

The true smart grid should help integrate large number of distributed energy resourcesmostly renewable energy sources viz. Solar and Wind. Renewable energy sources bring newchallenges to grid managers like numerous distributed sources of very different sizeslocated where the resource is (viz. from small kW (residential solar) to some 100s of MW(large wind farms hydro) intermittent production (seasonal variability day/ nightcycles (solar)) and 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 centralised 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 the customer expectation and to transform power sector by and largeSmart Grid has sufficiently transformed the entire value chain of power sector fromgeneration to consumption in India which is the fastest growing economy. We have our ownsocio-techno-commercial challenges to deal with and we need to define "How Smart Gridcan transform India's power Infrastructure value ".

Huge investments are already being made by Government through schemes like DDUGJYIPDS 24x7 Power to all 175 GW Solar R-APDRP and National Smart Grid Mission (NSGM) onreplacing the ageing infrastructure to ensure power availability round the clock.

SMART RMU for Grid Management

SMART RMU is an intelligent insulated switchboard for secondary distribution networksassociated to a RTU ready to use. It is insensible to environment virtually maintenancefree and easy to install and operate. It's a must use product for today's distributionautomation requirement.

However with rapid growth gap between demand and supply and aging network are puttingpressure on the network and hence the chance of failure can't be completely eliminated. Itis therefore necessary to deploy "Innovative and Smart technologies" to minimisethe 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 andTransport 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 Electric'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 Smart Grid segment with most robust expendablescalable and secure smart grid solution.

Condition Monitoring of MV Switchgears

Schneider Electric switchgears are safe to operate on top

of that it is also possible to operate nearby the switchgear.

This provides customers with a lot of benefits like

Safety for equipment - a pre alarm is issued immediately (24x7) giving time toinspect/ repair faulty connection before any damage

No business disruption

Safety for operator

- health status assessment is done remotely (online)

- operate switchgear 10m away from it

Reduction of fire risk

Reduction of operational expenses (OPEX)

- No need for specific visit on-site to check cable connections humidity circuitbreaker etc

- reduction of periodic survey between 2 maintenance periods

- Reduce insurance premiums (fire risks and process loss risks are reduced)

Extend lifetime: wear indicator helps maintenance manager to invest replacement at theright time

Linked with Schneider Services (optional): Schneider expertise on top of onlinemonitoring

1.3 Smart City

Introduction

As the leader in energy management and efficiency Schneider Electric has a portfolioof solutions to optimise 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 characterised by theintegration of technology into a strategic approach to sustainability citizen well-beingand 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 customisablesolution 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 and road-mapthat delivers substantial value and urban efficiency.

In a nutshell Schneider Electric's unique approach towards Smart City for Indiancontext shall be based on the city and its status. The approach will differ for Greenfield projects from that of Brownfield projects. Not only that Schneider's solutions aregeared up for Whitefield projects like developer townships of smaller scale compared tothat of a city.

In case of Brownfield cities which are mostly 100+ cities announced by MoUD Schneiderproposes to have Bottom to Upside approach which means it will make individual pillarslike water electricity gas waste transport etc. smart as they all belong todifferent utilities. It will be difficult to synergize different departments at first go.Next level can go for Urban Efficiency Platform approach where cities can have a unifiedcontrol 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.

2.0 Our Strategy

Leverage the worlds new energy challenges

The energy challenges are many: growth in energy demand energy price increasescarcity of natural resources CO emission reduction requirements integration ofunpredictable and intermittent renewable sources of energy increase 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 delivered through the innovativeEcostuxure Grid Platform help electricity producers and distributors to improve theefficiency of their assets and to offer a better service to their consumers and buildfuture smart cities. This also contributes to the improvement in the operation of the gridand 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 of 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 and 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 in products and processes is at the heart of their future growth. Throughcontinuous innovation we engineer products and solutions that help them unlock thispotential. Schneider Electric builds native connectivity in its product offeringsdelivers a range of digital services to help customers' extract value from their datathrough analytics ensures cyber security and provide a transparent user interface and thebest 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 achieve scale and pricing power. In orderto reinforce our leadership position and continue to grow we leverage technology to offerconnected market leading products. Solutions and Services allow us to generate additionalgrowth and profits lower capital intensity and help reduce cyclicality. They providesignificant opportunities to establish greater customer intimacy and sustainable businessopportunities through dialogue with final end-users which in turn help in our quest forcontinuous innovation. We have developed tested validated and documented referencearchitectures for solutions in targeted end-markets in order to facilitate smoothintegration 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 in our R&D practices and to drive growth through engagement with customer andpartners. The investment is focused on sustained spending in R&D as well as ongrowing our commercial presence and skills especially in the fields of high value-addedtechnologies and services and also in facilitating engagement and involvement of customersto develop offers aimed at solving current and future challenges including those that arecountry specific. In addition to the investments we make to foster growth drivingefficiency at all levels of our Company is an equally important focus of the group. Wecontinuously seek to generate savings from purchasing and manufacturing and throughimproving operational efficiency by reducing selling general and administrative expenseswhile maintaining best-in-class standards in environmental sustainability and socialresponsibility.

3.0 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 and sustain vendor forecast accuracyfor 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): online withiPAD application

Online key shipment tracking

Implementation of QR code on mySchneider App for Protection and Substation AutomationDevices

Web based tool for protection relays product selection and configuration on IPAD andmobile platforms

4.0 Customer Care Excellence (CCE)

Customer Care Excellence is at the heart of Schneider Electric strategy

Our vision is to deliver the best-in-class customer experience to all our customersacross market segments.

We transform the way we engage and deliver value to our customers and partners:

by leveraging digital to deeply understand their behaviours and needs in order tostrengthen their business by enabling extended value creation through connected offers andservices to enhance customer satisfaction and loyalty by acting as a competent and trustedadvisor

to provide excellent value added support across all communication channels with easyaccess to Schneider

Electric

and promote self-service by utilising digital technology

The pillars of customer care excellence transformation

Shift to Tailored Care Contribute to Growth Drive Efficiency
Align to the unique needs of each customer segment A new level of customer experience: best-in-class with effortless buying journey Increase of self-service and elimination of simple transactions through:
Create a personalised customer experience that replaces "one size fits all" Technical services and training services Best in class WEB support experience
Customer adoption of myScheider app
Become a leader in customer experience FAQs MySE etc.
Digitisation of ordering process
Productivity through better adoption of digital tools (Chat/ MyPact)

5.0 Energy Efficiency

At Schneider Electric Infrastructure Limited (SEIL) we believe in embedding energyefficiency in our DNA. We do this with our own internal energy management programSchneider Energy Action (SEA). Launched in 2012 SEA aims to drive energy efficiency atSchneider Electric sites through the use of our own energy management solutions.Currently three units of SEIL Salt Lake Works (SLW) Transformers Baroda India (TBI) andMedium Voltage India (MVI) are a part of SEA. Also these three units are ISO 50001certified (ISO 50001 is the international standard for energy management systems).

At SLW Kolkata there was an increase in Specific Energy Consumption (SEC) by 19% andnominal kWh consumption by 17% in FY 2016-17. This increase was due to an electrical loadexpansion in the plant on account of the start a new production line. In FY 2016-17 overINR 1.8 million were invested in energy conservation measures like installation of LEDlightings solar heater inverter AC and capacitor bank.

At TBI Vadodara the reduction in nominal kWh

consumption was close to 7% in FY 2016-17. However the

SEC increased by 2% (due to some modifications to the production processes). Majorenergy conservation measures that were implemented in the year were replacement ofexisting lighting with LEDs and upgradation of the online energy management system alongwith installation of new energy meters.

In FY 2016-17 at MVI Vadodara an expansion in the existing electrical load resultedin an increase in the SEC by 10% and nominal kWh consumption by 2%. The energyconservation projects that were completed in the financial year include replacement of theexisting lighting system with LEDs and installation of a roof top solar photovoltaicsystem for lighting.

Overall as FY 2016-17 was a year of major expansion in load and production lines forour SEIL facilities the nominal kWh consumption at these three facilities increased by3%. (Baseline for all the relative figures is FY 2015-16.)

6.0 Schneider is n (2015-2020)

The company programme 'Schneider is ON' is progressing well with most initiativeshaving delivered

good results in 2016.

Overall progress : very good

Directions for each pillar were set at the start of 2016. Parameters and targets foreach pillar were revisited at the beginning of the year to align with 'Schneider is On'priorities.

Progress across the 5 pillars:

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

Improve gross margin

Booster businesses growth was in line with the 2016 target

2. Simplify the operations for increased efficiency that makes difference to ourcustomers

Key initiatives:

Simplify operations

Mutualise optimally for efficiency

Streamline/ simplify processes

Simplifying initiatives has led to a more productive and effective organisation whichhas driven savings through simplification that exceeded 2016 target

3. Digitise for customers for efficiency and simplicity

Key initiatives:

Connect more customers and partners digitally

Measure effectiveness through CC Net Satisfaction Score

Enhance use of mySchneider mobile app

Increase the number of connected assets

Continuous focus of digitisation in the company has driven the initiative and resultedin exceeding 2016 targets

4. Innovate to support growth and surprise our customers with innovation to make theirlives simpler and better

Key initiatives:

More interaction between R&D and customers

Shorter development timeline and adherence

I4I (India for India) product development

Greater focus on access to energy

The Innovate pillar initiatives focused on delivering the right products and solutionsto customers within optimal timeline and made good progress in sustainability targets

5. "Step Up" people

Key initiatives:

Improve workforce diversity

Introduce work place satisfaction well-being diversity initiatives

Connect and engage with people

‘Step Up' parameters have seen continuous improvement over the years and haveexceeded targets for 2016

7.0 Some Major Solution Business Milestones of Your Company in 2016-17

Tata Power E - House (Mumbai)

Your Company executed a project which included supply transportation installation aswell as testing and

commissioning of electrical installation comprising of E-House for the electricalutility Tata Power in Mumbai.

E-House consisted of 33 &11kV GIS LV panels BBT DC system etc. The project wassuccessfully commissioned

within the contractual timelines and to the complete satisfaction of the customer.

BPCL Kochi

Schneider Electric successfully completed the SITC of 33 kV GIS panels and Ethernetswitch for BPCL Kochi Refinery expansion project. The project included 90 GIS panels.Engineers India Limited was the consultant for the project. The project was successfullycommissioned and became the reference for the other ongoing GIS opportunities.

Gujrat Mineral Development Corporation

Your Company successfully commissioned the 220 kV Bay Extension job for a public sectorundertaking at Bhuj

(Gujarat). The project was successfully completed and handed over to the customer inMay 2016.

8.0 Services Activity

Your Company listens to its customers and understands their needs. We seek to deliverthe best customised efficiency solutions while creating long-term trust. Field Services isthe heart of SEIL's business model. Being one of the focus areas your Company understandsServices is a people's business more than any other business. We at Field Servicesendeavor to help our customers to increase productivity reliability and safety mitigaterisk limit downtime upgrade equipment enhance life and cut costs thereby improvingreturn 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 andinitiatives that surfaced in the power reform is to fully utilise the capacity ofgeneration and distribution units including revamping of old sick and low performingunits. With increasing complexity and requirements in the electrical network lack ofpermanent skilled resources at site and demand for greater reliability customers are keento entrust consulting maintenance refurbishing retrofitting and upgrade of theirsystems in the hands of experts. This distinctive need of the market is served through theServices business.

Our solutions cover the entire life cycle of infrastructure installations and our aimis to assist customers to proactively plan install operate optimise and renew allsolutions and to define and implement the best solution thereby improving performance andflexibility while controlling aging infrastructures' costs. We are quick to adapt and actwith flexibility that makes it possible to capture opportunities. Adding to this personalattention which makes us easy to work with is our expertise in infrastructuredigitisation and digitised 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 and predictive servicesmaintenance contract and extended diagnosis for ED equipment) On-Demand maintenance (onetime maintenance spare parts and repairs) Modernisation & Upgradation (retrofit andrevamp solutions) and Installation Assessment (health check). To effectively deliver thiswe have a pan India presence of dedicated services and authorised service centers andspecialised 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 certificationcomprising of ISO9001:2008 & ISO14001:2004 and also BS OHSAS 18001:2007 formaintenance services supply of spares design engineering supply installation testingand commissioning of retrofit solutions and MV/LV revamp projects.

Some of the major projects by Services Business in 2016-

17 includes:

Shipping Corporation of India and ONGC: ONGC produces around 77% of India's crude oil(equivalent to around 30% of the country's total demand) and around 62% of the naturalgas. SCI operates and manages vessels that service both national and international lines.Your company undertook a complete project execution right from survey approvals supplyinstallation upto testing work at the yard. All Schneider make components were suppliedand it included Evolis breakers Rollarc contactors SEPAM relays suited for MarineElectrical work. This is the biggest field services order and it opens up furtheropportunities in Marine Oil & Gas industries. Field Services was successful indelivering the complex industrial solution and once again proved its capability to itscustomer.

Maruti Suzuki India Limited: Your Company has executed projects for Maruti Suzuki IndiaLimited. On of the projects entailed Modernising of APFC system along with cabling civilwork and the second one was for upgrading the existing 11kV HT switchgear. These orderswere considered breakthrough orders for Schneider Electric. The was one of the earlyorders for APFC and considered to to be of high value to the company. This order wasawarded from the MSIL plant in Gurgaon. Repeated orders shows the established confidenceand trust of the customer on our services and our ability to ensure customer satisfaction.

Nestle India Limited: Your Company has successfully worked on the Low VoltageModernisation project with the supply of PMCC panels for Nestle India Limited. This wasthe first time that PMCC panels of Schneider make were installed at Nestle Moga. This canbe considered as an achievement in the PMCC panel service segment for SEIL. Themodernisation has been done at Nestle Moga factory in Punjab. This opens up newopportunities for Schneider in PMCC panels and ensures high customer satisfaction.

Banaras Hindu University: Your Company has renewed the maintenance contract at BanarasHindu University one of the best universities in the country for the ninth year in arow. The Operation and Maintenance Contract of electrical installations at the universityhas been in place since 2007. We have been providing support to operate and maintain two33 kV Grids along with 20 substations feeding entire campus including hostels a hospitaland academic blocks. We have taken up 24/7 electrical O&M on both campuses. We areproud to provide efficient and reliable services and peace of mind to the customer for thelast eight years. Renewal of this important maintenance contract establishes theconfidence and trust the customer has on our services.

Steel Authority of India Limited: Your Company executed the project of supply of iPMCCwhich minimised the problems of communication of circuit breaker with the customer. Thedevice is smart and can communicate the current power supply and ensure power supply aswell as the control and protection of loads it is energy efficient. The wide and completerange of the iPMCC solutions covers all continuous and critical process requirements. Thiswas executed at the SAIL plant in Rourkela.

Mangalore Electricity Supply Company: Your Company has successfully renewed thecontract with MESCOM for comprehensive preventive maintenance throughout. This alsoincludes the maintenance experts stationed in three districts covering 301 Nos. Overheadfeeders. Schneider dedicated stock to serve the customer within 36hrs ensuring theequipment down time is minimum and followed predictive maintenance approach through remotemonitoring of equipment data using WSOS soft tools. This was successfully executed inMangalore. MESCOM is our long run consistent partner for all electrical solutions

Lodha Group: It is India's premier real estate developer having a wide range ofresidential and commercial projects in Mumbai and other cities in India. This project wasone of India's largest residential projects of Lodha Group at Casa bella Dombivali inMumbai. Your Company has been awarded a comprehensive contract for 5 years from LODHAgroup for operation and maintenance of Schneider make PSS HT Panels and LT Panels at CasaRio. This order consisted of 43 substations 40 22kV Panels and 9 LT boards. Both thesupply and the service have been handled by Schneider Electric for this project.

9.0 Human Resources

"Great people make Schneider Electric a great company". An agenda aroundpeople has been built into our business strategy. It's the people who ensure the overallcompany ambition. Our people are our most valuable asset. As a global specialist in energymanagement and automation we help customers to make their lives and ecosystem safereliable efficient and sustainable. Our technologies make sure ‘Life Is On'everywhere for everyone at every moment. Our mission is to do a great job for ourcustomers by creating the best products and solutions and simplifying the customerexperience. To achieve that we are constantly making sure our employees develop in theright environment to deliver the best of Schneider to our customers.

There are 6 people priorities under the framework of "Step Up". The 6 pillarsare leadership high performance culture talent wellbeing learning and diversity andinclusion. Our company keenly listens to our employees through surveys in order tounderstand people needs and requirements. Thus enabling us to tailor people policies andpractices to meet our specific needs as an organisation. This is an ongoing practice andit helps us to constantly reinvent our practices basis the feedback from our employees.The structured strategy and policies help us to attract and retain the best talents thatencourage innovation and create a congenial work environment.

We trust and empower people to drive our agenda. Our leaders are authentic and inspiretheir teams. Our culture ensures we have accessible leaders who decide quickly and areexemplary in building teams collaboration and business.

Our Leadership Expectations and SCOPE values form the foundation of our culture andevery employee is expected to live by them. Our leaders are expected to not just deliverthe business results but also to be a role model for our leadership expectations namelybusiness developer team builder team player role model of our values decision makerand great professionals.

Schneider as an organisation has an extremely open culture and there are open channelsof communication between employees and leaders. The organisation channels like Ask theCEO CHRO Connexion Sessions and Open Lines at Global and Country level are available foremployees to share their ideas give feedback and express their concerns.

We also have development programs like Champions Club Ojas and Tejas that help us todevelop leaders who can be role models. People who go through the development programwithin a year (40-59%) receive career progression over a year.

We have accountable people who are moved by a common culture and purpose and ensuresuperior teamwork with the right balance of freedom process and speed to move frominnovation to execution. They drive performance with our strong set of values. Peopleagenda is driven by each manager where leaders are champions for some of the keyinitiatives that we have taken in the recent past. By adopting a common set of values inthe way we work our people drive a culture of innovation and high performance. With thestrong culture leadership behaviour empowerment and an unrelenting focus on people wehave been able to keep the motivation of our employees high. This includes the culture ofmentoring to inculcate high performance culture across all levels of management.

One of our key initiatives under "Talent" pillar has been that of ourEmployer Value Proposition (EVP). These are core differentiators for us to attract andengage both internal and external talent making Schneider Electric their employer ofchoice. We circulate talents between functions entities communities to help employeesgrow vertically and horizontally. There are various engagement activities carried outthroughout the year which includes leadership connect Leadership live sessions to promoteleadership behaviour celebrations festivals recreational sport activities etc.Additionally Rewards and Recognition program has been reinforced aiming to create aculture of recognition and celebrating performance at multiple levels across theorganisation for individuals and teams.

In order to uphold the values of ethical conduct and compliance to our Principles ofResponsibility we ensure all employees of the company including the newly joinedemployees follow a detailed training and awareness program to familiarise themselves withthe standards and expectations of ethics.

Employee Wellbeing

"Wellbeing is not a special project its way of life."

Based on the fundamental premise that wellbeing creates performance and performancegenerates wellbeing we have a holistic view of wellbeing (physical mental emotional andsocial) that have a positive impact on communities and environment.

Alongside our policies interventions like yoga guided meditation stepathalon blooddonation camps and wellbeing labs have contributed significantly to improving ourwellbeing scores by 11% over the year.

We have a basket of activities under the wellbeing initiative which helps in impartingregular tips to employees and encouraging them towards a healthy lifestyle. This is beingfurther facilitated by "Employee Assistance Program" a unique way to take careof our employee's mental and emotional need through free and confidential counselling.

This program under the name of "Saathi" helps employees solve issues bothpersonal and work-related. We have embedded flexibility in health insurance coverage foremployees which gives flexibility to employees to exercise their choice in line with theirneeds and family requirements.

The initiative "Joy of Giving Week" focuses on social

wellbeing and has driven each Schneider employee to

connect and support others. Joy of Giving initiative conducted between Oct 2 to Oct 82016 brought meaning to the employee's mindset through the act of giving dry ration to theneedy as per their choice. This drive was conducted in 29+ location and later this wasdistributed among poor homes and institutions.

"Wellbeing creates performance and performance generates wellbeing"

Diversity & Inclusion

Schneider Electric strongly advocates Diversity as a key business imperative andinculcates it as a core value. Diversity for us is not just about promoting Gender Balanceit is about appreciation of different cultures backgrounds and generations. With theintent to integrate diversity of all forms within the culture of Schneider Electric Indiawe identified Gender Balance as our first priority simply because our ratio was heavilyskewed towards one gender. To make speedy progress in this direction we adopted amulti-dimensional approach because we understood that a one dimensional approach wouldnot make us best in class.

Recruitment Strategies / Attract

Focused mid-level/ lateral hiring - We had tremendous focus to get women in theorganisation at all levels. Various initiatives like Her 2 Innings to encourage women toget back to the professional world after taking a break and Parichay Women Referralprogram were initiated. Campus engagement - To build a robust pipeline for our womenleaders we have accelerated our hiring especially at the base level. Our engagement withthe campuses ensures that we are able to infuse women during their formative years. In2016 64% of our campus offers were women GETs & MTs.

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

Enabling Environment

To support our employee's diverse lifestyle and life

choices we have introduced several progressive policies in the last 2 years. Few ofthese are flexible work policy work from home sabbatical and surrogacy. While thesepolicies are applicable for both the genders they are especially beneficial for theretention of our women colleagues.

D&I principles are also integrated in other people processes like talent reviewpromotion salary review process etc.

We want to have an inclusive culture and hence it's important for us to sensitise ouremployees on unconscious bias. This year we celebrated International Women's Day on 8March. The theme of this year's celebration was "Unconscious Bias". Variousinitiatives and programs on this theme were organised with an overwhelming participationof employees.

Development Initiatives:

Gender Workshops - Mandatory inclusion trainings for managers has helped reiterate thebusiness case for inclusion address unconscious biases at workplace and understand thebenefits of an inclusive team.

Urja - Continuing our 2015 journey this development program aims to facilitate andaccelerate the career progression of our women leaders along with enhancing theirawareness on their signature strengths. In last 2 years we have covered 100+ women leadersvia this program

Societal Commitment

Progressing on our WEP commitment (Women empowerment principles) last year we worked alot on trying to bring about changes for an egalitarian society.

Few noteworthy initiatives are:

Jagriti A curriculum designed to teach school children on gender stereotyping. Bytouching the lives of children in schools this program aims to tackle with this problemat its roots. We covered 2500+ students in 2016 by these learning sessions

‘DIYA' is a women entrepreneurship initiative of Schneider Electric in Indiawhich encourages bright and smart women students to seek out a career as an entrepreneur.

This is a novel way of enabling women outside of the organisation to empower themselvesand SEI has already hired 10+ women as SE promoter

2016 was the second consecutive year where in 2 women SME's were recognized bySchneider Electric India for their contribution towards women empowerment. These awardsare termed as Prerna Awards.

HeForShe mobilisation continued to spread beyond Schneider boundaries and we gathered15K+ commitment (highest among all Schneider countries).

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 are based on the 3Es approachviz ‘Education Experience and Exposure'. Thus all organised trainings are based oncompetency reviews held by managers addressing real and critical needs for theorganisation. We have conducted more than 6174 man-days training and covered more than 97%of employees. This not only includes technical skill building trainings but alsointerventions and workshops of change management culture building and leadership.

Middle Level Managers are offered training on Leadership through PerformanceManagement so as to improve their skills in managing performance of their teams witheffective feedback. We have identified internal mentors and coaches for a pool of keytalents. The mentors and coaches help these young professionals hone their skills andapply their knowledge effectively.

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 employeesare also nominated by their managers for selected public program and seminars. In order tomake front office team more agile and effective team specific programs are organised forMarketing Sales Execution and Targeted account managers to meet their specificdevelopment needs.

Internal Trainer policy is designed as a key initiative which has an intent toencourage and engage internal trainers towards common organisational goal for employeedevelopment. The objective is to leverage the knowledge and experience inside Schneider ina planned and structured manner. This helps internal trainers have a sense of pride fordelivering trainings.

Our Company continues to promote and strengthen a culture of continuous learning at alllevels through the e- learning process. An intensive e-learning campaign has beenundertaken to create Champions who drive this process. The company has closed the yearwith more than 4 hrs of e-learning clocked per managerial staff. Reward and recognitionfor those who have completed the prescribed e-learning modules with maximum hours everymonth has acted as a big motivation to other managers to take the lead. In the process allhave valued continuous improvement as a way of life which in turn has improvedproductivity and efficiency of employees.

Schneider Electric's social Commitment

In the FY 2016-17 your Company was not required to contribute to the CSR activities asmandated by the CSR law u/s 135 of Companies Act 2013 due to the losses in the precedingfinancial years. However as part of their social obligation to contribute to the societyyour Company donated 189 end-of-useful-life desktop computers and accompanying accessoriesto various NGO's and Foundations.

The donation made by your Company would support these NGO's in disseminating the ITskills to various beneficiaries enrolled at their centers and help them in building theirown administrative capabilities and infrastructure for the better management of theirprograms.

Energy Rebound Acceleration Workshop

The leadership team came together and deliberated on various levers for driving andsustaining higher margin growth for the business. The team identified four key levers i.e.Customer Centricity Value Creation Collaboration and Innovation which will help toimprove margins and profitability. A simulation based session was conducted to build themindset of employees towards this aspect. Positive relationship and team cohesion werefacilitated through interactive sessions. Post completion of the exercise the teamcorrelated their learning to the challenges faced in the current market and businessenvironment so as to strengthen the possibility of thinking in a tough environment. In anut shell this workshop not only helped teams to widen their perspective on businesscustomers opportunities but also prepared them for future challenges. The overallworkshop helped to bring teams together for a better tomorrow with respect tocollaboration and working together towards a common vision.

"The success of this business depends on value you create and the customerintimacy you have"

- Prakash Chandraker

10.0 Key Events of the Year

Intelect 2017: Showcasing innovation and technology prowess

Your Company had an impactful presence at INTELECT

2017 India's first fully integrated intelligent electricity

exhibition to demonstrate the New & Intelligent digital solutions. Held from 23-25January 2017 at the India Expo Centre Greater Noida the event converged electricaloperation technology and automation devices with information and communication technologyonto one platform.

Your Company booth was the cynosure of all eyes not just in its visual appeal but alsoin the value it offered. The booth was inaugurated by Shri Piyush Goyal Minister of Statewith Independent Charge for Power Coal New & Renewable Energy and Mines in presenceof Anil Chaudhry Country President and Managing Director and Prakash Chandraker ManagingDirector and Vice President Energy BU. All through the conference the booth attractedseveral high-profile customers journalists opinion makers think-tanks and industryleaders who could be seen eagerly taking a tour of the stall.

Members of your Company were invited to share their opinions and perspectives atvarious sessions through all the three days of the conference on topics like - FutureEnergy Grid Cyber Security etc.

The event was an apt platform to showcase your Company's diverse portfolio of productsand solutions. The event proved to be a key driver in creating brand awareness generatingleads and engaging with hundred of customers consultants contractors and other targetsegments.

Utility : 24x7 Power to all'

Your Company has initiated a campaign targeting utilities with the objective to jointhe government 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 has organised series of road shows in various citiesto name few - Delhi Vizag and Kolkata by inviting C-Level top managers functional headsand other key officials in from various DISCOM like APDCL BESCOM Tata Power MESCL etc.All the workshop were attended by more than 100 people.

Schneider Electric @ Vibrant Gujarat Global Summit 2017

Your Company had a vibrant presence in the prestigious Vibrant Gujarat Global Summitheld from 10-13 January 2017 in Gandhinagar Gujarat.

The grand event was inaugurated by the Honorable Prime Minister Shri Narendra Modi andwas attended by many heads of states ambassadors of prominent countries andindustrialists from India and abroad. Among the high-level figures present at the eventwere India's Finance Minister Shri Arun Jaitely Chief Minister of Maharashtra ShriDevendra Fadnavis and top industrialists from India. Your company also got the uniqueopportunity to address the participants at the French Country Seminar on 11 January 2017.

The presentation shared your company's capabilities in the new world of energy likeSmart Grids Micro Grids Renewables Energy Efficiency Distributed Energy ResourcesDigitized products etc. The country seminar was attended by officials from the Gujaratgovernment delegates from French companies FICCI and industrialists. Other speakers atthe French Country Seminar included CEOs of French companies invited for the seminar.

SEIL team engaged the participants through an attractive stall at the exhibitiongrounds. The stall hosted B2B meetings between your company and local entrepreneurs with afocus on Smart Cities.

Vibrant Gujarat Global Summit 2017 was attended by 30 participating countries includingUSA Canada France Australia Denmark Japan Netherlands Singapore Poland Sweden UK& UAE.

The inauguration was attended by the President of Kenya Deputy Prime Minister ofRussia Ministers from Canada Poland Germany France among others.

Attendees at the meets included management and employees of the Tata Power and RelianceInfrastructure. The participants from both the organisations actively engaged in SEIL ledtechnical sessions around Comprehensive Asset Management System; Innovative TechnologiesPrimary Distribution Systems Innovative Technologies Secondary Distribution SystemsSmart Grid Transformers Renewable Integration Demand-Response Low Voltage IntelligentSwitchgear Automatic LT network structure Mapping AT&C losses/ LT RevenueProtection/ Analytics and many more. The interactive sessions and technology discussionsimpressed participants with the format and content.

Smart Cities Exhibition by Schneider Electric Infrastructure Limited

Your Company participated in the Smart Cities exhibition at one of the prestigiousIndustry Events. This exposition was aimed at bringing together all the stakeholders todiscuss the challenges and opportunities in developing smart cities in India. Showcased atSEIL booth were capabilities in the areas of smart public services urban efficiency andenergy optimisation. The know-how and experience gathered from over 250 projects wasshowcased at the SEIL booth. Our booth done in green and white complete with a commandcontrol center was visited by over 300 attendees.

Regional Outreach Programme:

To extend the reach into potential regions your Company participated in varioustechnology seminars and exhibitions in these regions with the objective of targetingpotential buyers. DGNP Vizag Electromatia (Gujarat)

OLF (Odisha) etc. are some examples.

Cement Day: A Technology Date

Your Company organised Technical Meet with Indexl Rajasthan. The event showcased newtechnologies and solutions from SEIL which included Smart Grid Substation AutomationSystem E-House. Your Company also took this opportunity to showcase SEIL's technologyleadership in smart electrical distribution and to showcase our commitment towardscreating a sustainable and commercially viable power distribution system and robusttransmission system for power evacuation; generating capacity to meet the rising powerdemand and promoting renewable energy development in the state. The corporate presentationsession along with product display was attended by 60 people. Customers recognised andappreciated the wide portfolio of products and solutions available to serve the needs oflarge cement plants.

Partner Meet and Easypact Launch

Your Company organised a partner meet on 3rd December 2016. The purpose of this eventwas to share our technology roadmap with key partners and to show them efficient ways ofimproving reliability and operational efficiency. Over 70 partners attended our sessionson new offers and solutions for various segments. Your Company also launched - Easypact:new product offer. Your Company also organised an award night where SEIL awarded itspartners under various award categories.

11.0 Information Systems and Technology

India is going through the biggest tax reform by rolling out of the Goods and ServicesTax (GST). Schneider ERP platform has been upgraded in-line with new tax system withinprescribed time lines seamlessly migrating all the transactions to new taxation rules.

The ERP landscape simplification happened in April 2016 when we migrated out from twoold SAP systems to the recent version of SAP platform which has helped significantly inimplementing and stabilising the new GST specific solution.

12.0 Finance

In the recent trend finance has been playing an important role in supporting businesscustomer engagement decision making performance management business analytics andcontrol. Synergies between processes play a critical role in business success whichrequires 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 efficientutilisation of resources.

13.0 Investor Relations

Your Company has a strong belief in stakeholder engagement and its role in buildinglong term relationship and confidence. The company is putting best efforts to ensureaccurate and timely communication of information through press releases conference callsinvestor meetings etc. and to promptly reply to all stakeholder' queries.

Through conference calls the management of your Company has created a platform fortwo-way communications that will help address the stakeholders and analyst queries andkeep them updated on market conditions strategies business segment and operationalperformance of the company.

Your Company has maintained its website and have uploaded all financial results andpresentations made to investors on timely manner. In addition all major developments arecommunicated to the stock exchanges.

You Company understands and appreciates the significance of good corporate governanceand its role in building investor confidence improving investor protection and maximisingshareholder value.

14.0 Internal Audit

The in-house internal audit department is an independent unit responsible to providereasonable assurance with regards to the effectiveness and adequacy of the internalcontrol system and processes. The in-house internal audit department along with thirdparty audit firms provides audit assurance on the end-to-end spectrum for thearea/processes of the Company. It also adds value for improvement of the Companyprocesses through a systematic disciplined approach from inception through fieldworkto final reporting streamlined to fit in the COSO framework to improve the effectivenessof risk management control and governance processes.

The audit plan for the year is based on business risk and

internal control assessment which is approved by the

Audit Committee and Board of Directors of the Company. The Company has set up a robustrisk management and Internal Control assessment framework across the organisation whichfacilitates identification assessment communication and management of risk in effectivemanner.

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).Testing's post-diagnostic review of the Company's processes are also completedhighlighting existing risk's and corresponding mitigation plan with closure of previouslyidentified risks' in compliance with requirements of ICFR guidelines.

15.0 Customer Satisfaction & Quality

Customer Experience is as important as products and prices and will soon become thefirst driver. Most of the buying decisions will be made through digital before talking toany sales representative.

Everywhere in Schneider Electric we put the Customer at the center of our decisions.We deliver tailored customer experiences fast and consistent at all touch points to getsatisfied customers like the one below:

"I want to thank you for creating a culture where at every step someone tookownership of my needs and did what was right to serve me. I don't often experience suchamazing customer service. These people are super stars!" - Testimonial sent to ourChairman & CEO

Our guiding principles

1. Customer Centricity: Customer Experience culture is in all employees' DNA. We deploycustomers personas everywhere we master customer journeys we follow customer-centricrituals we decide and prioritise always from the customer viewpoint.

2. Offer Quality: We innovate and provide a non-negotiable premium quality along thelife cycle through offer creation manufacturing delivery operations and services wefocus on a digital tailored and predictive end-to-end experience to fulfill

customers needs.

3. Intelligence: We run strong analytics to convert our customer experience data intoactionable information to anticipate customer failures prevent customer complaints andimprove on all touch points and we propagate this customer intelligence to all teams.

4. People: We empower our teams to manage their priorities and decisions to maximisethe business value for our customers we look for superior customer driven skills whenrecruiting new talents and work as one team to always serve our customers first.

5. Satisfaction to Order: We deeply analyse customer experience on all touch points andleverage it to prioritise our investments and tailor our sales tactics accordingly.Customer experience is recognised in our company as a strong competitive advantage.

Our Quality policy is supported by a robust Quality Management System which we improvein a continuous and rigorous manner through efficient processes and tools in compliancewith ISO9001 standard. We deploy this policy everywhere in Schneider Electric andtranslate these guiding principles into operational objectives for execution throughoutthe organisation.

16.0 Directors and Key Managerial Personnel

Appointment

Mr. Arnab Roy was appointed as the Chief Financial Officer and Key Managerial Personnelof the Company effective 08.03.2017 pursuant to Section 203 and other applicableprovisions of Companies Act 2013. His appointment was recommended by Nomination andRemuneration Committee and approved by the Audit Committee and the Board of Directors ofthe Company.

Resignation

Mr. Anurag Mantri who was the Chief Financial Officer and Key Managerial Personnel ofthe Company has

resigned and he was relieved from the close of business hours on 24 November 2016.

Retirement by Rotation

In accordance with the provisions of the Companies Act

2013 and Articles of Association of the Company Mr. Anil

Chaudhry and Mr. Vivek Sarwate Directors retires by rotation and being eligibleoffer themselves for re- appointment.

Considering the background and experience of Mr. Anil Chaudhry and Mr. Vivek Sarwatethe 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 in this 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

17.0 Criteria of Independence

The Nomination and Remuneration Committee assesses the independence of Directors at thetime of appointment / re-appointment pursuant to the criteria laid down by the Company inline with the requirements of the Companies

Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.Determination of independence is being re-assessed when any new interests or relationshipsare disclosed by a Director.

18.0 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 internal policies to enable them to familiarise with theCompany's procedures and practices. Periodic presentations are made to the Board and BoardCommittee Meetings on business and performance updates of the Company. The details of suchfamiliarisation programs for Independent Directors are posted on the website of theCompany and can be accessed at the link http://infra.schneider-electric.com/in/investor-relations/board-of-directors.html

19.0 Evaluation of the Board's Performance

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors including Chairman pursuant to the provisions ofthe Act and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations"). The performance of the Board was evaluated on thebasis of the criteria such as the Board composition and structure effectiveness of Boardprocesses information and functioning etc. The performance of the committees wasevaluated on the basis of the criteria such as the composition of Committeeseffectiveness of Committee meetings etc. The Board and the Nomination and RemunerationCommittee reviewed the performance of the individual Directors on the basis of thecriteria such as the contribution of the individual Director to the Board and Committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe 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. Performance evaluation of independent directors was done by the entire Boardexcluding the Independent Director being evaluated.

The review concluded by affirming that the Board as a whole as well as all of itsMembers individually and the Committees of the Board continued to display commitment togood governance ensuring a constant improvement of processes and procedures. It wasfurther acknowledged that every individual Member and Committee of the Board contributeits best in the overall growth of the organization.

20.0 Adoption of new Articles of Association

The Ministry of Corporate Affairs (MCA) notified most of the sections of the CompaniesAct 2013 (‘the Act') which replaced the provisions of the Companies Act 1956. TheMCA also notified the rules pertaining to the further notified sections.

In order to bring the Articles of Association (AOA) of the Company in line with theprovisions of the Act the Company recommended that the members adopt a comprehensive newset of the Articles of Association of the Company (‘new articles') in substitutionof and to the exclusion of the AOA. Accordingly the resolution to adopt the newarticles was passed by Board of Directors of the Company in their meeting held on 27thJuly 2017 subject to the approval of the requisite majority of shareholders of theCompany in the ensuing Annual General Meeting.

The new articles are available on the website of the Company athttp://infra.schneider-electric.com/in/ investor-relations/announcements.html.

21.0 Indian Accounting Standards (Ind AS)

Your Company has adopted IND-AS with effect from April 01 2017. The Ministry ofCorporate Affairs has made New Set of Accounting Standards mandatory for different typesof Companies with different compliance dates vide notification dated 16th February 2015notifying the

Companies (Indian Accounting Standard) Rules 2015. Pursuant to this effective firstquarter of the Financial Year 2017-18 the reports shall be prepared in line with therequirements of IND-AS.

22.0 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.

23.0 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.

24.0 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.

25.0 Related Party Transactions

In line with the requirements of the Companies Act 2013 and Listing Regulations allrelated party transactions are entered into on arm's length basis in the ordinary courseof business. Accordingly no transactions are being reported in Form AOC-2 in terms ofSection 134 of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015prior approval of the Audit Committee is obtained for all related party transactions.Omnibus approval is obtained for unforeseen transactions. A report on the transactionsspecifying the nature value and terms and conditions of the same done during the quartervis-a-vis the approval granted are presented to the Audit Committee on a quarterly basisfor its review. The transactions which are likely to cross materiality threshold asprescribed are placed before the Members for their approval.

The Related Party Transactions Policy as approved by the Board may be assessed at theCompany's website at the weblink: http://infra.schneider-electric.com/in/pdf/Investor-Relations/Related_Party_Transaction_Policy_ SEIL_Revised.pdf

26.0 Particulars of Employees

The information required pursuant to section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 ("the Rules") in respect of employees of the Company is annexed to thisReport.

In terms of first proviso to Section 136(1) of the Companies Act 2013 the FinancialStatements are being sent to the Members and others entitled thereto excluding theinformation on the employees' particulars specified under Rule 5 (2) & (3) of theRules. The same are available on the website of the Company viz.http://infra.schneider-electric.com/in/ and is open for inspection by the Members at theregistered office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. Any member interested in obtaining acopy thereof may write to the Company Secretary.

27.0 Directors' Responsibility Statement

Your Directors state that:

a. in the preparation of the annual accounts for the year ended 31.03.2017 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 at31.03.2017;

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 for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;

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.

28.0 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 of the Company at their 5 Annual

General Meeting (AGM) held on August 11 2015 from the conclusion of 5 Annual GeneralMeeting up to the conclusion of the 10 Annual General Meeting of the Company subject toratification of appointment by the members at every Annual 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 were no fraud transactions reported by the

Statutory Auditors 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 2017-18. As required under theCompanies Act 2013 a resolution seeking members' approval for the remuneration payableto the Cost Auditors forms part of the Notice convening the forthcoming Annual GeneralMeeting.

iii. Secretarial Auditor and Secretarial Audit Report

The Board has appointed M/s Sanjay Grover and Associates Practicing CompanySecretaries to conduct the Secretarial Audit of the Company for the financial year 2016-17as required under Section 204 of the Act and Rules made thereunder. The Secretarial AuditReport for the financial year 2016-17 is attached as Annexure - II to the Board's Report.The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

29.0 Public Deposits

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

30.0 Buy back of Securities

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

31.0 Sweat Equity

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

32.0 Bonus Shares

No bonus shares were issued during the year under review.

33.0 Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the same. The Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 have strengthened the governance regime in the country.Your Company is in compliance with the governance requirements provided under the law. Aseparate section on Corporate Governance is annexed to this report as Annexure III.

The Auditors' Certificate certifying the Company's compliance with the requirements ofCorporate Governance in terms of the Listing Regulations is annexed as Annexure IV andforms part of the Boards' Report.

34.0 Particulars of Loans Guarantees or Investments

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

2013.

35.0 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.

36.0 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 external risk.

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.

37.0 Significant & material orders passed by the regulators

During the year under review no significant and material

orders were passed by the Regulators or Courts or

Tribunals impacting the going concern status and the

Company's operations.

38.0 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.

39.0 Material changes and commitments affecting the financial position of the companyafter 31 March 2017

There were no material changes and commitments affecting the financial position of theCompany after 31 March 2017.

40.0 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.

41.0 Corporate Social Responsibility

In compliance with Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Company has established CorporateSocial Responsibility (CSR) Committee and statutory disclosures with respect to the CSRCommittee and an Annual Report on CSR Activities forms part of this Report as Annexure VI.

The CSR Policy may be accessed on the Company's website at the linkhttp://infra.schneider-electric.com/in/pdf/Investor-Relations/corporate_social_reponsibility_ policy_SEIL_Final%2008_02_2016.pdf

42.0 Meetings of the Board

Four meetings of the Board of Directors were held during report on Corporate Governanceforming part of this

the period under review. For further details please refer Annual Report.

43.0 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 the Company'sbusiness ethically and with responsibility integrity fairness transparency and honesty.The Code sets out a broad policy for one's conduct in dealing with the Company fellowDirectors and Employees and with the environment in which the Company operates. The Codeis available on the Company's website (http://infra.schneider-electric.com/in/pdf/Investor-Relations/SEIL-Code-of-Conduct-SEIL.pdf)

44.0 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 is annexed as Annexure-VII and

forms part of this Report.

45.0Employees Stock Option Scheme

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

46.0 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.

Place: New Delhi

Date: 27 July 2017

For and on behalf of the Board of Directors

Vinod Kumar Dhall

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 against Company'sobjectives 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 Independence Standards 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/ her duties;

The ability to communicate effectively and collaborate with other Board members tocontribute effectively to the diversity of perspectives that enhances Board and Committeedeliberations including a willingness to listen and respect the views of others; and

The skills knowledge and expertise relevant to the Company's business with extensiveexperience at a senior leadership level in a comparable company or organizationincluding but not limited to relevant experience in manufacturing internationaloperations finance accounting legal strategic planning supply chain technology andmarketing.

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 any associated 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 key appointments 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 experts at 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 ofthe Board in which they are chairpersons or members; (5) strive to attend the generalmeetings 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 the interest 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 behavior 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 each Directoron 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 made by the Boardprior 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 make arecommendation to the Board with respect to such Director 's independence.