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Schneider Electric Infrastructure Ltd.

BSE: 534139 Sector: Engineering
NSE: SCHNEIDER ISIN Code: INE839M01018
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VOLUME 50971
52-Week high 141.00
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OPEN 128.90
CLOSE 126.60
VOLUME 50971
52-Week high 141.00
52-Week low 68.45
P/E
Mkt Cap.(Rs cr) 2,952
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Schneider Electric Infrastructure Ltd. (SCHNEIDER) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 10th Annual Report on the business andoperations of your Company along with the Audited Financial Statements for the year endedMarch 31 2020.

Financial Results

(Rs in million*)
Financial Year 2019-2020 Financial Year 2018-2019
Sales and Services (Net) 13844 13903
EBITDA 390 738
(As percentage of net sales) 2.82% 5.30%
Depreciation 218 258
EBIT 172 480
Interest net 481 444
Restructuring (14) 280
Profit after tax (as per financials) (296) (244)

* Figures rounded o_ to nearest one.

Company's Financial performance and state of the affairs

The Operating Revenue of the Company was at Rs 13844 million in financial year endedon March 31 2020 compared to Rs 13903 million in financial year 2018-2019. TheProfit/(loss) after tax in financial year 2019-2020 was at Rs (296) million compared toloss of Rs (244) million in the previous year.

For further update on performance of the Company in Financial Year 2019-2020 pleaserefer to Management Discussion and Analysis Report forming part of this Annual Report.

Annual Performance

Details of the Company's annual financial performance as published on the Company'swebsite and presented during the analyst call after declaration of annual results can beaccessed using the following link: https://infra.schneider-electric.co.in/investor/annualreportsandfinancials.

Dividend and

Dividend Distribution Policy

No dividend has been declared by the Directors for the year ended March 31 2020 owingto losses.

Your Company has formulated Dividend Distribution Policy (‘the Policy') inaccordance with Regulation 43A of the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations 2015 (‘the ListingRegulations') and any amendments thereto for bringing transparency in the matter ofdeclaration of dividend and to protect the interest of investors.

The Policy is annexed to this report as Annexure I and is also available on thewebsite of the Company at https://infra.schneider-electric.co.in/supervision/images/policies/policies7LWFvGw5Nh.pdf

Reserves

The details of reserves are provided under note of equity in financial statements.

Share Capital

During the year there has been no change in the Share Capital of the Company and thepaid-up share capital is Rs 2198208070/- as on March 31 2020. The share capitalcomprises of 239104035 equity shares of Rs 2 each and 172000000 8% non-convertiblepreference shares of Rs 10 each.

Extract of Annual Return

As per the requirements of Section 92(3) of the Companies Act 2013 ("theAct") and Rule 12 of the Companies (Management and Administration) Rules 2014 theextract of Annual Return in Form MGT-9 is annexed as Annexure II to this Report.

Directors

At the year ended March 31 2020 the Board has 9 (nine) Directors comprising of 2(two) Executive Directors 3 (three) Non-Executive Directors and 4 (four) IndependentDirectors including a Woman Independent Director.

The year under review saw the following changes to the Board composition:

Appointment(s)

The Board on the recommendation of the Nomination & Remuneration Committee (NRC):

• approved the appointment of Ms. Namrata Kaul (DIN: 00994532) as an AdditionalNon-Executive Independent Woman Director for a period of 3 (three) years w.e.f. November6 2019 who holds office upto the date of the 10th Annual General Meeting (‘AGM');

The appointment of Ms. Namrata Kaul is subject to the approval of the Members at thisAGM.

• appointed Ms. Geeta Mathur (DIN: 02139552) as Independent Director of theCompany w.e.f.

April 1 2019 for a term of 3 (three) years however she resigned w.e.f. September 92019 on account of potential conflict of interest. The details are also captured in theCorporate Governance Report forming part of this Annual Report. The said appointment andsubsequent resignation were apprised to the member in 9th AGM held on September 12 2019.

• appointed Mr. Piyush Pandey (DIN: 08451135) as Whole-Time Director inprofessional capacity for a period of 3 (three) years w.e.f.

May 22 2019. The said appointment was confirmed by the Members at the 9th AGM held onSeptember 12 2019.

After closure of the financial year and as on the date of this Report the Board onthe recommendation of NRC approved appointment of Mr. Arnab Roy (DIN: 02522674) asWhole-Time Director in professional capacity for a period of 3 (three) years w.e.f. June16 2020 who holds office upto the date of the 10th AGM.

The appointment of Mr. Arnab Roy is subject to the approval of the Members at this 10thAGM.

In terms of provisions of the Act and the Listing Regulations NRC has identified listof core skills expertise and competencies required for a person to possess in order to beselected as a Board member. The NRC also focuses on the qualification and competence ofthe person professional experience the positive attributes standards of integrityethical behaviour and independent judgement of the person in selecting a new Board member.

Re-appointment(s)

In accordance with the provisions of Act and the Articles of Association of theCompany Ms. Bidisha Nagaraj (DIN: 08080159) Non-Executive Director is retiring byrotation and being eligible has offered herself for re-appointment. The Board recommendsher re-appointment.

Brief profiles of Ms. Namrata Kaul Ms. Bidisha Nagaraj and Mr. Arnab Roy along withthe disclosures required pursuant to the Listing Regulations and the Act are provided forattention of the Members in the Notice of the 10th AGM.

In case of re-appointment of Non-Executive Director NRC and the Board takes intoconsideration the performance of the Director based on the Board evaluation and his/herengagement level during their previous tenure.

Cessation(s)

Mr. Vivek Sarwate resigned from the position of Whole- Time Director w.e.f. May 222019 and the said change was informed to the members as part of the Directors Report forfinancial year 2018-19.

Ms. Geeta Mathur resigned from the position of Independent Director w.e.f. close ofbusiness hours of September 09 2019 due to potential conflict of interest.

Board places on record its appreciation for the valuable services rendered by Mr.Sarwate and Ms. Mathur during their respective tenures.

Number of Board Meetings

The Board of Directors of the Company met 4 (four) times during the financial year2019-2020. For further details please refer to Report on Corporate Governance whichforms a part of this Annual Report. The gap intervening between two meetings of the Boardis within the time prescribed under the Act and the Listing Regulations.

Declaration of Independence by Independent Directors

The Company has received necessary declaration from the Independent Directorsconfirming that they meet the criteria of independence as laid out under Section 149(6) ofAct and as per the Listing Regulations.

Key Managerial Personnel(s) (KMPs)

During the year under review the Company appointed Mr. Piyush Pandey as Whole-TimeDirector w.e.f. May 22 2019 and designated him as the KMP under Section 203 of the Act.

Mr. Vivek Sarwate ceased to be a director of the Company and accordingly relinquishedhis position of KMP w.e.f May 22 2019. The following Directors/ Executives are KMPs ofthe Company during the FY 2019-2020 and till date of this report:? Mr. BrunoBernard Dercle Managing Director and Chief Executive Officer;? Mr. Piyush PandeyWhole-Time Director;? Mr. Arnab Roy Whole-Time Director & Chief FinancialOfficer;? Ms. Bhumika Sood Company Secretary and Compliance Officer.

As part of comprehensive succession planning the Board of Directors in its meetingheld on April 29 2020 approved appointment of Mr. Mayank Holani as Chief FinancialOfficer (CFO) of the Company to be effective from September 9 2020 in place of Mr. ArnabRoy who is presently Whole-Time Director

& Chief Financial Officer of the Company and shall hold office as CFO till theconclusion of the 10th AGM of the Company scheduled on September 8 2020. Mr. Roywould step down as CFO and shall be moving to different role internally in the Company.

Annual Evaluation of Board's Performance and Performance of its Committees Chairmanand Individual Directors

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

The Board of Directors has carried out an annual evaluation of its own performanceperformance of the Directors individually Chairman as well as the evaluation of theworking of its Statutory Committees pursuant to the provisions of the Act Regulation 25of the Listing Regulations and the Guidance Note on Board Evaluation issued by Securities& Exchange Board of India (SEBI) on January 05 2017.

The outcome of the Board Evaluation was discussed by the NRC and the Board at theirrespective meetings held on June 16 2020.

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

Remuneration Policy

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

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read withPart D of Schedule II to the Listing Regulations the NRC is responsible for formulatingthe criteria for determining qualification positive attributes and independence of aDirector. The Board has on the recommendation of NRC framed a policy on remuneration tobe paid to directors key managerial personnel and other employees and criteria forappointment of directors.

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

Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority.

The following statutory Committees constituted by the Board function according to theirrespective roles and defined scope:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders Relationship Committee

5. Risk Management Committee

In addition the Board has constituted Finance and Banking Committee inter-alia to takecare of the day to day banking operations of the Company.

Details of composition terms of reference and number of meetings held for respectivecommittees are given in the Corporate Governance Report which forms a part of this AnnualReport.

All the recommendations made by each of the Committee were accepted by the Board.

The Board has laid down Code of Conduct - Principles of Responsibility (PoR) forDirectors and Senior Executives and employees of the Company and the same can be accessedusing the following link: https:// infra.schneider-electric.co.in/investor/codeofconduct.

Related Party Transactions

In line with the requirements of the Act and the Listing Regulations all related partytransactions entered during the year were on arm's length basis and in the ordinary courseof business. No material related party transactions i.e. transactions exceeding tenpercent of the annual consolidated turnover as per the last audited financial statementswere entered during the year by your Company. Accordingly no transactions are beingreported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014.

All related party transactions were entered into with the prior approval of the AuditCommittee and omnibus approval was obtained for unforeseeable transactions. A report onthe transactions specifying the nature value and terms and conditions of the same doneduring the quarter vis--vis the approval granted are presented to the Audit Committee ona quarterly basis for its review.

In line with the requirements of the Act and the Listing Regulations the Company hasformulated a Policy on Related Party Transactions and the same can be accessed at:https://infra.schneider-electric.co.in/ supervision/images/policies/policiesyn0kCFEtav.pdf

Deposits

Your Company had no opening balance of Deposits. Further the Company has neitheraccepted nor renewed any deposits from public within the meaning of Section 73 of the Actread with Companies (Acceptance of Deposits) Rules 2014 during the year under review.

Loans Guarantees Securities and Investments

During the year under review the Company has neither extended any loan or guaranteesor provided any security on guarantees nor made any investments in terms of the provisionof Section 186 of the Act.

Energy Conservation Technology Absorption Foreign Exchange Earnings & Outgo

The information on Conservation of Energy Technology Absorption and Foreign ExchangeEarnings & Outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 ofthe Companies (Accounts) Rules 2014 is annexed as Annexure III to this Report.

Particulars of Employees and Remuneration

The statement of disclosure pertaining to remuneration and other details as requiredunder Section 197 of the Act and Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the prescribed format and annexed as AnnexureIV to this Report.

In terms of Section 136 of the Act the said annexure shall be available for inspectionelectronically only pursuant to the prevailing situation caused by COVID19.

Auditors

Statutory Auditors

The report given by the Auditors on the Financial Statements of the Company forfinancial year 2019-2020 forms part of this Annual Report. There has been noqualification reservation adverse remarks or disclaimer given by the Auditor in theirreport except on the internal financial controls related to purchase order approvalprocess & financial closure process due to limitations of the ERP. Management is inthe process of taking corrective action in this regard.

Further the Auditors Report being self-explanatory does not call for any furthercomments from the Board of Directors.

During the year under the review no instances of fraud has been reported by theStatutory Auditors under Section 143(12) of the Act and the rules framed thereunderneither to the Company nor to the Central Government.

Further the members are informed that M/s S.R. Batliboi & Co. LLP CharteredAccountants (Firm Registration No. 301003E/E300005) were appointed as Statutory Auditorsof the Company since inception. After commencement of the Companies Act 2013 M/s.S.R. Batliboi & Co. LLP Chartered Accountants were appointed as Statutory Auditorsby the members in the 5th (fifth) Annual General Meeting (AGM) held on August 11 2015 tohold office for a period of 5 (five) years upto the conclusion of 10th (tenth) AGM andaccordingly they would retire at the conclusion of this AGM.

Since M/s. S.R. Batliboi & Co. LLP has completed two terms of 5 (five)consecutive years in terms of Section 139(2) of the Act read with the Companies (Auditand Auditors) Rules 2014 they are not eligible for re-appointment.

Accordingly as per the said requirements of the Act your Board of Directors at theirmeeting held on June 16 2020 after considering the recommendations of the AuditCommittee had recommended the appointment of M/s. S N Dhawan & Co. LLP CharteredAccountants (Firm Registration No. 000050N/ N500045) as statutory auditors of the Companyfor a period of 5 (five) years commencing from the conclusion of 10th (tenth) AGM tillthe conclusion of the 15th (fifteenth) AGM for approval of the Members.

They have confirmed their eligibility to the effect that their appointment if madewould be within the prescribed limit under the Act and that they are not disqualified forappointment.

A resolution proposing appointment of M/s. S N Dhawan

& Co. LLP Chartered Accountants (Firm Registration No. 000050N/ N500045) asStatutory Auditors of the Company pursuant to Section 139 of the Act forms part of theNotice for this 10th AGM.

Cost Auditors

In terms of the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time your Company is required tomaintain cost records and accordingly such accounts are made and records has beenmaintained in respect of the applicable products for the financial year ended March 312020.

On the recommendation of the Audit Committee the Board of Directors have re-appointedM/s. Shome & Banerjee Cost Accountants Kolkata (Firm Registration No. 000001) asCost Auditors of the Company for the financial year ending March 31 2020 on aremuneration as mentioned in the Notice convening the 10th AGM for conducting the audit ofthe cost records maintained by the Company.

A Certificate from M/s. Shome & Banerjee Cost Accountants has been received to theeffect that their appointment as Cost Auditors of the Company is in accordance with thelimits specified under Section 141 of the Act and Rules framed thereunder.

A resolution seeking Members' approval for remuneration payable to Cost Auditors asrecommended by the Audit Committee and approved by the Board forms part of the Notice ofthe 10th AGM and same is recommended for your consideration.

The Company filed the Cost Audit Report for financial year 2018-2019 with the Registrarof Companies on September 18 2019 within the time limit prescribed under the Companies(Cost Records and Audit) Rules 2014.

Secretarial Auditors

The Board has appointed M/s Sanjay Grover and Associates Practicing CompanySecretaries to conduct the Secretarial Audit of the Company for the financial year2019-2020 as required under Section 204 of the Act and Rules made thereunder. TheSecretarial Audit Report does not contain any qualification reservation adverse remarksor disclaimer and is attached as Annexure V to this Report.

The Board has re-appointed M/s Sanjay Grover and Associates as Secretarial Auditorsfor the financial year 2020-2021.

Corporate Governance

A separate report on Corporate Governance setting out the governance structureprincipal activities of Board and its Committees and the policies and practices thatenable the Board to fulfill its responsibilities together with a Certificate from aPracticing Company Secretary regarding compliance of the conditions of CorporateGovernance as stipulated under the Listing Regulations is provided under separate sectionin this Annual Report.

Whistle Blower Policy/ Vigil Mechanism

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

Your Company investigates such complaints speedily confidentially and in an impartialmanner and take appropriate action to ensure that the requisite standards of professionaland ethical conduct are always maintained. After the investigation established cases arebrought to the Group Ethics Committee for decision-making. All whistle-blower cases areperiodically presented and reported to the Company's Audit Committee. The details of thisprocess are also provided in the Corporate Governance Report forming part of this AnnualReport and the whistle-blower Policy is available on Company's website at https://infra.schneider-electric.co.in/supervision/images/policies/ policiesg7dbFIyt0Q.pdf.

Directors' Responsibility Statement

The Board of Directors to the best of its knowledge and ability confirm that:

a) in the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards had been followed and there are no materialdeparture from the same;

b) they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year i.e. March31 2020 and of the loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively exceptcontrols related to purchase order approval process and financial statement closureprocess. Management is in the process of taking corrective action in this regard;

f) they have devised proper systems to ensure compliance with the provision of allapplicable laws and that such systems were adequate and operating effectively; and

g) the Company has complied with the Secretarial Standards-1 (Meetings of Board ofDirectors) and Secretarial Standards-2 (General Meetings) issued and amended from time totime by the Institute of Company Secretaries of India.

Signi_cant and Material Orders passed by the Courts and Tribunals

There has been no significant and material order passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations.

Development and Implementation of Risk Management Policy

In compliance to requirements of the Act the Company has developed and implementedRisk Management Policy emphasizing on assessment procedures for risk minimization. Theseprocedures are periodically reviewed to ensure that the executive management controls riskthrough means of a properly defined framework which is in line with best practices ofcurrent risk management.

Risk can be referred to as the chances of having an unexpected or negative outcome. Anyaction or activity that leads to loss of any type can be termed as risk. There aredifferent types of risks that an organisation might face and needs to overcome. Risks canbe classified into three types: Business Risk Non-Business Risk and Financial Risk. Theprimary objective of our risk assessment policy is to assess the level of impact from suchnegative outcome and the measures required to cover the organisation from such risks.

Also in compliance to the Listing Regulations the Board has constituted a RiskManagement Committee to ensure that current Risk Management Policy achieves the objectivesof operational efficiency and effectiveness informed decision making protection ofpeople and assets and compliance with applicable laws and regulations. The details of thesame are available in Corporate Governance Report forming part of this Annual Report.

The Risk Management Policy of the Company can be accessed using the following link:https://infra.

schneider-electric.co.in/supervision/images/policies/ policiesJp6l51g8d2.pdf.

Internal Audit and Internal Financial Control

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Board appointed Mr. Anurag Bothra as Internal Auditor ofthe Company to conduct the Internal Audit for the financial year 2019-2020.

In compliance to requirements of the Act your Company has put in place an independentand objective inhouse internal audit department designed to provide reasonable assurancewith regards to the effectiveness and adequacy of the internal control system processesand reliability of financial reporting. The in-house internal audit department along withthird party audit firms provides audit assurance and consulting activities designed toadd value and improve the Company's end to end processes through a systematic disciplinedapproach from inception through fieldwork to final reporting. All five essentialcomponents of Commitee of Sponsoring Organisation (COSO) frame-work i.e. controlenvironment risk assessment control activities information-communication and monitoringare considered while defining the control objective as the intent is to ensure adherenceto Company defined guidelines along with value addition through improvement in existingCompany processes.

The Company has set up a robust risk management and Internal Control assessmentframework across the organization which facilitates identification assessmentcommunication and management of risk in effective manner. The audit plan for the year isbased on business risk and Internal Control assessment which is approved by the AuditCommittee.

Also as per requirements of the Act a detailed internal financial control frameworkhad been documented through Risk & Control Matrix (RCMs). These RCMs are reviewed andupdated on an annual basis for any change in control over existing practices andprocedures. Controls are further bifurcated into key and non-key controls based onbusiness impact and documented key controls are tested annually to ensure itseffectiveness.

Post control testing a diagnostic review of the Company processes is documented andcommunicated highlighting existing risks and corresponding mitigation plan with status ofpreviously identified risks in compliance with Internal Financial Control (IFC)guidelines.

On review of the internal audit observations the Company confirms that there are noadverse observations and the Internal financial controls are adequate and were operatingeffectively except controls related to purchase order approval process and financialstatement closure process. Management is in process of taking corrective action in thisregard.

Prevention of Sexual Harassment at Work Place

Your Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of Sexual Harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules made thereunder for prevention andredressal of complaints of sexual harassment at workplace.

Pursuant to the above provisions the Company has constituted Internal ComplaintsCommittees (ICCs) for every location where it operates which have been given theresponsibility to receive and address the complaints received if any at all locationswhere the Company is present.

The Company has also taken steps to create awareness about familiarization to the saidpolicy having been put in place.

A report on these cases have been reported to the Audit Committee and Board ofDirectors of the Company on quarterly basis.

During the year under review the Company received

2 (two) complaints out of which one was closed appropriately to the satisfaction ofparties and the other matter is under investigation.

Transfer of Unclaimed Dividend & Shares in favor of Investor Education andProtection Fund (IEPF) Authority

In adherence to the provisions of section 125 the Act read with Investor Education andProtection Fund (Accounting Audit Transfer and Refund) Rules 2016 the ("IEPFRules") the shares on which dividends have not been claimed for 7 (seven)consecutive years have been transferred in favor of IEPF Authority during the financialyear 2019-2020.

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

Further Dividends that were unclaimed for a period of

7 (seven) consecutive years were also transferred to the IEPF Authority in accordancewith the provisions of the Act.

The details of the unclaimed dividends and shares transferred to IEPF during the year2019-2020 are as follows:

Financial Year Amount of unclaimed dividend transferred (in Rs) Number of unclaimed shares transferred
2011-12 843224 1460797
Total 843224 1460797

Code of Conduct for Prevention of Insider Trading

During the year your Company has amended the Code of Conduct for Prevention of InsiderTrading ("Code") in accordance with SEBI (Prohibition of Insider Trading)(Second & Third Amendment) Regulations 2019. The amended Code is uploaded on thewebsite of the Company and can be accessed athttps://infra.schneider_electric.com/supervision/ images/policies/policies604ehirnNG.pdf

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations a detailed report on theManagement Discussion and Analysis Report is presented in a separate section in thisAnnual Report.

Corporate Social Responsibility (CSR)

The Company is not required to spend any amount towards the mandatory CSR spend underthe Act since the Company has been at a loss at an average for last 3 (three) financialyears.

However we as Schneider Group ("Group") believe that sustainability isbusiness. We practice sustainability in our business in our consumption of resources andalso in our efforts of giving back to society through our Corporate Social Responsibility.Along with compliance to Section 135 of the Act we also align our programs to contributeto UN set Sustainable Development Goals 2030 ("SDG").

In terms of the provisions of Section 135 of the Act and the rules framed thereunderthe Board of Directors of the Company have constituted the Corporate Social ResponsibilityCommittee comprising of the following Director as members:

1. Mr. Bruno Bernard Dercle

2. Mr. Ranjan Pant

3. Mr. VS Vasudevan

The statutory disclosures with respect to the CSR Committee and an Annual Report on CSRActivities forms part of this Report as Annexure VI.

Annual Report 2019-2020 45

In the financial year 2019-2020 Schneider Electric India Foundation (SEIF) anumbrella entity for all group business entities in India for CSR initiatives trained21265 unemployed youth including 1123 females and trained 153 trainers 184entrepreneurs to start their journey in energy profession through SEIF's skill developmentprogram spread across 26 states including aspirational districts. SEIF contributed to SDG1 of ‘No Poverty' SDG 2 of ‘Zero Hunger'; SDG 8 of ‘Decent Work andEconomic Growth'.

Through Rural Electrification program the Group was able to provide access to 8165households to clean and safe energy solution benefitting 40825 individuals acrosscountry including difficult disturbed and aspirational districts like Gumla Khunti inJharkhand Nabrangpur Kalahandi Rayagada in Odisha.

The Group installed 178 sets of solar water pumps which served 3379 farmers under‘Energy for Livelihood' project which is a pilot project undertaken in very remotevillages of Jharkhand and Odisha to run agricultural loads like water pumps rice huskingsugarcane crushing etc. with the help of solar energy. The project impacted the communitymany-folds by reducing manual labor increasing agricultural output and hence income. Thevision of the program is aligned with SDG 7 of ‘Affordable and clean energy'.

To build energy and environment conscious future and as contribution towards SDG 13 of‘Climate Action' the Group sensitized 6534 school children future leaders oftomorrow through our Conserve My Planet program across 5 cities of Delhi Mumbai KolkataHyderabad and Chennai who further reached out to 23959 adults in society forsensitization about conservation of energy and environment.

Our Group efforts provided 61 scholarships to meritorious engineering and diplomagraduates from underprivileged background in financial year 2019-2020 contributing to SDG10 of ‘Reduced Inequalities'.

Under emergency support program the Group extended support to restore electric powersupply in Puri Odisha after Fani Cyclone hit the coast in May 2019.

Our Group encouraged in-house employees to participate in all the above initiatives andcontribute in their own ways for the society.

The Company has in place a CSR policy which provides guidelines to conduct CSRactivities of the Company. The Company's policy on Corporate Social Responsibility can beaccessed at https://infra. schneider-electric.co.in/supervision/images/policies/ policiesYmdxzoUFKA.pdf.

Business Responsibility Report

Your Company has embedded in its core business philosophy the vision of societalwelfare and environmental protection. In compliance with Regulation 34(2)(f) of theListing Regulations your Company has included Business Responsibility Report as part ofthis Annual Report.

Acknowledgments

Your Board takes this opportunity to convey its deep appreciation to our shareholderscustomers business partners vendors bankers financial institutions and academicinstitutions for all the support rendered during the year.

The Board also immensely thank all the Departments of Government of India the variousministries of the state governments the central and state electricity regulatoryauthorities tax authorities and local authorities in areas where we are operational inIndia; as also partners governments and stakeholders in international geographies wherethe Company operates for all the support rendered during the year and look forward totheir continued support in the future.

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

On behalf of the Board of Directors
For Schneider Electric Infrastructure Limited
Vinod Kumar Dhall
Chairman
DIN: 02591373
Date: June 16 2020
Place: Noida