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Auditor Report of Schneider Electric Infrastructure Ltd.

Mar 31, 2016

Report on the Financial Statements

We have audited the accompanying financial statements of SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”)with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the company’s directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2016, its loss, and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 31 to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note 6 to the financial statements;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company

Annexure referred to in paragraph 1 under the heading “Report on other legal and regulatory requirements” of our report of even date

Re: Schneider Electric Infrastructure Limited (“the Company”)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the Company

(ii) The inventory has been physically verified by the management during the year In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such physical verification.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities granted in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable and hence not commented upon.

(v) The Company has not accepted any deposits from the public.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture of power transformers, switchgears and other related products, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii)(a) Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax , service tax, sales-tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of sales-tax, service tax, duty of custom, duty of excise , value added tax and cess on account of any dispute, are as follows:

Name of Statute

Nature of Dues

Amount

(Rupees

Millions)

Amount

Deposited

(Rupees

Millions)

Period to

which the

amount

relates

Forum where dispute is pending

Central Excise Act, 1944

Wrong a ailment of CENVAT on Inter Unit transfer

361.59

-

2007-08

CESTAT - CHENNAI

Central Excise Act, 1944

Demand of duty for Exemption under notification 108/95

10.29

-

2001-02

Tribunal Delhi

Central Excise Act, 1944

Under valuation of VIT tubes CAS 4 not considered by department for earlier period

5.21

2.00

1994-95

CESTAT - CHENNAI

Central Excise Act, 1944

Non inclusion of 15% Profit Margin in Transfer Pricing

5.13

-

1993-94 & 1994-95

Kolkata High Court

Name of Statute

Nature of Dues

Amount

(Rupees

Millions)

Amount

Deposited

(Rupees

Millions)

Period to

which the

amount

relates

Forum where dispute is pending

Central Excise Act, 1944

Rejection of refund claim towards CENVAT reversals as insisted during Excise audit

4.44*

-

2012-13

CESTAT - CHENNAI

Central Excise Act, 1944

Wrongly a ailment and distribution of ISD Credit

15.07

-

2011-13

CESTAT -AHMEDABAD

Central Excise Act, 1944

Refund of excise duty denied for cases where proof of Export submitted after payment of Excise Duty after 180 days of export

3.07

2012-13

Tribunal Gujarat

Central Excise Act, 1944

Captivity consumed goods cleared by availing exemption under notification 6/2006

2.26*

2008-09 & 2010-11

CESTAT - CHENNAI

Central Excise Act, 1944

Disallowance of CENVAT Credit, duty on captive consumption and clearance of goods under Notification 6 of 2006

1.11*

2009-10

CESTAT - CHENNAI

Central Excise Act, 1944

Short payment of Duty

1.35

-

2007-08

Commissioner (Appeals) LTU

Central Excise Act, 1944

Demand of duty for Exemption u/n 108/95

0.47*

-

2003-04

Commissioner (Adj.)

New Delhi

Central Excise Act, 1944

CENVAT Credit availed on SAP maintenance charges

0.21*

-

2008-09

HIGH COURT -CHENNAI

Central Excise Act, 1944

Levy of penalty

0.02

-

2011-12

CESTAT - CHENNAI

Central Excise Act, 1944

Seizure of spares while being transported to Railway Station alleging transportation without Invoice.

0.01

1996-97

Commissioner (Appeals) Allahabad

Central Excise Act, 1944

Service Tax on testing and technical Analysis Service

0.45

-

-

Commissioner

Appeal

Central Excise Act, 1944

Wrongly a ailment and utilized Convert Credit. Address on Invoices

0.54

0.08

2013-14

Commissioner

Appeal

Central Sales Tax Act, 1956

Non submission of Statutory Form such as C/H/F/E-1 and export documents

151.40*

24.93

2010-11 & 2011-12

Deputy

Commissioner

Appeal

Central Sales Tax Act, 1956

Non submission of declaration forms, Input tax claim disallowed

168.38

2007-08

Senior Joint Commissioner (Appeals)

Central Sales Tax Act, 1956

Non submission of Form C/I/E-1 and export documents

59.26*

44.30

2009-10

Joint Commissioner - Corporate Circle

Central Sales Tax Act, 1956

Non collection of declaration forms

22.52*

37.97

2007-08

Joint Commissioner, Allahabad

Central Sales Tax Act, 1956

Non collection of declaration forms & CST treated as local VAT Sale

72.96*

14.59

2010-11

Joint Commissioner (Corporate Circle)

Central Sales Tax Act, 1956

Non submission of form C/I/E-1 and export documents

56.23*

48.56

2008-09

Joint commissioner (Allahabad)

Name of Statute

Nature of Dues

Amount

(Rupees

Millions)

Amount

Deposited

(Rupees

Millions)

Period to which the amount relates

Forum where dispute is pending

Central Sales Tax Act, 1956

Non Submission of C Forms

44.87*

9.47

2009-10

Deputy Commissioner of Commercial Tax, Vadodara

Central Sales Tax Act, 1956

Non submission of Declaration forms

20.65*

20.65

2010-11 & 2011-12

High Court (Madras)

Central Sales Tax Act, 1956

Non collection of declaration forms

28.05*

21.19

2006-07

Deputy

Commissioner,

Allahabad

Central Sales Tax Act, 1956

Non collection of declaration forms

1.57*

0.76

1993-94,

1997-1998,

2003-04,

2004-05 & 2005-06

West Bengal Sales Tax Revision Board

Central Sales Tax Act, 1956

Non submission of Declaration forms

14.87*

14.87

2008-09 & 2009-10

Joint Commissioner (Appeals)

Central Sales Tax Act, 1956

Non collection of declaration forms

17.21*

2005-06,

2006-07 & 2007-08

Deputy Commissioner, U.P Sales Tax

Central Sales Tax Act, 1956

Input tax claim disallowed, non-submission of declaration forms

9.30*

2009-10

Joint Commissioner (Appeals)

Gujarat Value Added Tax, 2003

Non collection of declaration form

16.56*

3.35

2007-08 & 2008-09

Deputy

Commissioner

Central Sales Tax Act, 1956

Non collection of declaration forms

6.36*

-

2002-03

High Court of Kolkata

Uttar Pradesh Trade Tax Act, 1948

Project sales tax assessment

5.50*

4.61

2005-06

Deputy Commissioner U.P Sales Tax

Central Sales Tax Act, 1956

Non collection of declaration forms

3.91*

2001-02, 2002-03 & 2011-12

Deputy

Commissioner

Central Sales Tax Act, 1956

Disallowance of stock transfers made within the state, Denial of input tax credit, Difference in interpretation of rates and Non submission of documents to substantiate the purchases

3.58*

3.58

2008-09

Joint

commissioner

(Allahabad)

West Bengal Sales Tax Act, 1994

Non collection of declaration forms

3.20

-

1997-98

West Bengal Tribunal

Delhi Value Added Tax Act, 2004

VAT Audit objections and exporter assessment done

1.83

-

2007-08

VAT Audit Officer Delhi

Central Sales Tax Act, 1956

Non submission of declaration forms, Input tax claim disallowed

1*

0.40

2006-07

West Bengal Sales Tax Revision Board

Central Sales Tax Act, 1956

Non collection of declaration form CST, Documents like PO, Endorsed ARE 1 (Vanijy Bhavan), E1 Forms

0.54*

2009-10

Deputy Commissioner Comm Tax

Name of Statute

Nature of Dues

Amount

(Rupees

Millions)

Amount

Deposited

(Rupees

Millions)

Period to which the amount relates

Forum where dispute is pending

Uttar Pradesh Trade Tax Act, 1948

Levy of purchase Tax due to Unregistered purchases made

0.33*

-

2006-07

Deputy Commissioner, U.P Sales Tax

Tamil Nadu General Sales Tax Act, 1959

Levy of penalty for wrong disclosure of turnover and Non furnishing of required documents for export & other claims

0.29*

1991-92

Sales Tax Appellate Tribunal, Chennai

Central Sales Tax Act, 1956

Non collection of declaration forms

0.26*

1.24

2008-09

Deputy

Commissioner

Jaipur

Madhya Pradesh Value Added Tax Act, 2002

Non collection of declaration form CST treated as local VAT Sale

0.18*

0.06

2010-11

Deputy

Commissioner

Appeal

Rajasthan Value Added Tax Act, 2003

Input tax claim disallowed

0.08*

2008-09

Deputy

Commissioner

Jaipur

Madhya Pradesh Value Added Tax Act, 2002

Entry Tax On High Sea Sales Imported Material

0.07*

0.02

2010-11

Deputy

Commissioner

Appeal

Central Sales Tax Act, 1956

Provisional Assessment

4.54

0.91

2014-15

Additional

Commissioner

Appeal

Gujarat Value Added Tax, 2003

Input tax claim disallowed, non-submission of declaration forms

146.50*

28.27

2011-12

Joint

Commissioner

Appeal

Central Sales Tax Act, 1956

Non collection of declaration forms

39.39

5.11

2011-12,

2013-14

Additional

Commissioner

Appeal

Central Sales Tax Act, 1956

Non collection of declaration forms

17.04

-

2013-14

Deputy

Commissioner

Central Sales Tax Act, 1956

Non collection of declaration forms

16.87

2.53

2012-13

Joint

Commissioner

Appeal

Central Sales Tax Act, 1956

Non collection of declaration forms

7.25

-

2012-13

High Court

Central Sales Tax Act, 1956

Non collection of declaration forms

7.67*

3.56

2008-09,

2011-12

Deputy

Commissioner

Appeal

Central Sales Tax Act, 1956

Non collection of declaration forms

11.09*

2009-10

Joint

Commissioner

(Allahabad)

Central Sales Tax Act, 1956

Non collection of declaration forms

12.10*

2.42

2011-12

Joint

Commissioner

Appeal

Central Sales Tax Act, 1956

Non collection of declaration forms

1.77*

2009-10

Deputy

Commissioner

Appeal

Name of Statute

Nature of Dues

Amount

(Rupees

Millions)

Amount

Deposited

(Rupees

Millions)

Period to which the amount relates

Forum where dispute is pending

Central Sales Tax Act, 1956

Non collection of declaration forms

0.421

0.14

2010-11

Deputy

Commissioner

Appeal

Central Sales Tax Act, 1956

Non collection of declaration forms

6.82*

1.43

2010-11

Deputy

Commissioner

Appeal

Central Sales Tax Act, 1956

Non collection of declaration forms

2.80

1997-98

Deputy Commissioner Comm Tax-Jharkhand

Central Sales Tax Act, 1956

Non collection of declaration forms

16.79

1993-94

Deputy Commissioner Comm Tax-Gujarat

Finance Act, 1994

Non-payment of Service Tax on amount paid for the use of Trade Mark

35.84*

17.92

2010-11 & CESTAT - CHENNAI 2011-12

Finance Act, 1994

Non-payment of service tax on provision created in books/ short payment of service tax on royalty and technical knowhow payments made under intellectual property right services.

10.12*

2010-11

CESTAT - CHENNAI

Finance Act, 1994

Irregular a ailment of CENVAT Credit of Service Tax

4.98*

-

2012-13

CESTAT - CHENNAI

Finance Act, 1994

Disallowance of CENVAT credit availed on certain input services

0.79*

2012-13

CESTAT - CHENNAI

Finance Act, 1994

Non-payment of service tax on provision created in books /short payment of service tax on royalty and technical knowhow payments made under intellectual property right services.

0.65*

2011-12

CESTAT - CHENNAI

Finance Act, 1994

Non-payment of Service Tax on Manpower supply services

0.62*

-

2012-13

CESTAT - CHENNAI

Finance Act, 1994

Rejection of refund claim of interest paid for CENVAT credit wrongly availed but not utilized

0.13*

2012-13

CESTAT - CHENNAI

Finance Act, 1994

Short payment of service tax on GTA

0.08*

-

2009-10

HIGH COURT-CHENNAI

The Custom Act, 1962

Refund of drawback for non-realization of export proceeds

5.59

2012-13

Commissioner of Customs (Appeals)

According to the information and explanations given to us, there are no dues of income tax, and cess which have not been deposited on account of dispute.

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders or government.

(ix) According to the information and explanations given by the management, the Company has not raised any money way of initial public offer / further public offer / debt instruments and term loans hence, reporting under clause (ix) is not applicable to the Company and hence not commented upon.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit and hence, reporting requirements under clause 3(xiv) are not applicable to the company and, not commented upon.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act , 2013.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED (“the Company”) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S.R. Batliboi & CO. LLP

Chartered Accountants ICAI

Firm Registration Number: 301003E/E300005

per Manoj Kumar Gupta

Place: Noida Partner

Date: 25th May, 2016 Membership Number: 83906


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Schneider Electric Infrastructure Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b. in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

c. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matter

Attention is invited to note 40 of the accompanying financial statements regarding the sale and purchase of goods and services from a Company covered under section 297 of the Companies Act, 1956, which require prior approval of Central Government, more fully described in the note. The Company is in process of obtaining Central Government approval. Pending final outcome, no adjustments are made in financial statements. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

c. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date

Re: Schneider Electric Infrastructure Limited (''the Company'')

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) There was no disposal of a substantial part of fixed assets during the year.

(ii) (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. Inventories lying with outside parties have been confirmed by them as at year end.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. Discrepancies noted on physical verification of inventories were not material, and have been properly dealt with in the books of account.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (a) to (d) of the Order are not applicable to the Company and hence not commented upon.

(b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (e) to (g) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the company in respect of these areas.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, related to the manufacture of power transformers, switchgears and other related products, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund. employees'' state insurance, income-tax, wealth-tax, customs duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a tew cases.

Undisputed statutory dues including sales-tax, excise duty and related cess thereto have not generally been regularly deposited with the appropriate authorities though the delays in deposit have not been serious.

Undisputed statutory dues of service tax and related cess thereto have not been regularly deposited with the appropriate authorities and there have been serious delays. [Refer Ox) (b) below]

(x) The Company has been registered for a period of less than five years and hence we are not required to comment on whether or not the accumulated losses at the end of the financial year is fifty per cent or more of its net worth and whether it has incurred cash losses in the current financial year and in the immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a banks. The Company did not have any outstanding dues in respect of a financial institution or debenture holders during the year.

(xii) According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) The Company did not have any term loans outstanding during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii)The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) During the period covered by our audit report, the Company has not raised any money by way of public issue.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E

per Manoj Gupta

Place: Partner

Date: May 22, 2013 Membership No.: 83906


Mar 31, 2012

- We have audited the attached Balance Sheet of Schneider Electric Infrastructure Limited (formerly Smartgrid Automation Distribution and Switchgear Limited) ('the Company') as at March 31, 2012 and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

- We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

- As required by the Companies (Auditor's Report) Order, 2003 (as amended) (the order) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

- Further to our comments in the Annexure referred to above, we report that:

- We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit

- In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

- The Balance Sheet, Statement of Profit and Loss and Cash Flow statement dealt with by this report are in agreement with the books of accounts

- In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956

- On the basis of the written representations received from the directors, as on March 31, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956

- In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

a. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012

b. in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c. in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of our report of even date Re: Schneider Electric Infrastructure Limited ('the Company')

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) There was no disposal of a substantial part of fixed assets during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to books of account were not material and have been properly dealt with in the books of account.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4 (iii) (a) to (d) of the Order are not applicable to the Company and hence not commented upon. (e) According to information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4 (iii) (e) to (g) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the company in respect of these areas.

(v) (a) In our opinion, there are no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4 (v) (b) of the Order is not applicable to the Company and hence not commented upon.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, related to the manufacture of power transformers, switchgears and other related products, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in some cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Name of statue Nature of dues Amount (Rs. million.)

Central Sales Tax Act, Non collection of 7.60 1956 declaration forms

Uttar Pradesh Trade Tax Levy of purchase Tax 0.33 Act, 1948 due to Unregistered purchases made

Central Sales Tax Act, Non collection of 19.59 1956 declaration forms

West Bengal Sales Tax Non collection of 3.2 Act, 1994 declaration forms

Central Sales Tax Act, Non collection of 10.86 1956 declaration forms

Central Sales Tax Act, Non collection of 65.58 1956 declaration forms, input tax claim disallowed

Central Sales Tax Act, Non collection of 168.38 1956 declaration forms, input tax claim disallowed

Uttar Pradesh Trade Tax Interest demand on Non 1.94 Act, 1948 collection of declaration forms

Central Sales Tax Act, Interest demand on Non 1.34 1956 collection of declaration forms

Central Sales Tax Act, Non collection of 110.15 1956 declaration forms

Central Sales Tax Act, Non collection of 83.11 1956 declaration forms, Entry tax, stock transfer & purchase tax issue.

Uttar Pradesh Trade Tax Seizure of transformer 8.70 Act, 1948 on charges of incomplete documentation.

Tamil Nadu General Stock transfer alleged 1.58 Sales Tax Act, 1959 to be pre-determined interstate sales. Tamil Nadu General Stock transfer dispute 4.44 Sales Tax Act, 1959 & declaration forms pending.

Tamil Nadu General Levy of penalty for 0.29 Sales Tax Act, 1959 wrong disclosure of turnover. Non furnishing of required documents for Export & other claims.

Punjab Value Added Tax Material held for non 0.09 Act, 2005 endorsement of LR

Uttar Pradesh Trade Tax Demand for Sales Tax 1.61 Act, 1948 due to Non Collection of Forms



Name of the Statue Period to which the Forum where dispute amount relates is pending

Central Sales Tax Act, 1956 2005-06 & 2006-07 Deputy Commissioner, UP. Sales Tax, Noida

Uttar Pradesh Trade Tax Act, 1948 2006-07 Deputy Commissioner, U.P. Sales Tax, Noida

Central Sales Tax Act, 1956 1993-94, 1997-98 West Bengal Sales Tax Revision Board

West Bengal Sales Tax Act, 1994 1997-98 West Bengal Sales Tax Revision Board

Central Sales Tax Act, 1956 2002-03 High Court of Kolkata

Central Sales Tax Act, 1956 2003-04 to 2006-07 West Bengal Sales Tax Revision Board

Central Sales Tax Act, 1956 2007-08 Sr. Joint Commissioner (Appeals)

Uttar Pradesh Trade Tax Act, 1948 2001-02 Tribunal, Uttar Pradesh

Central Sales Tax Act, 1956 2002-03 Deputy Commissioner

Central Sales Tax Act, 1956 2006-07 & 2007-08 Joint Commissioner, Allahabad

Central Sales Tax Act, 1956 2008-09 Additional Commissioner (Appeals) UP

Uttar Pradesh Trade Tax Act, 1948 2010-11 Joint Commissioner (Corporate)

Tamil Nadu General Sales Tax Act, 1959 1983-84 & 1986-87 Sales Tax Appellate Tribunal, Chennai

Tamil Nadu General Sales Tax Act, 1959 1988-89 Sales Tax Appellate Tribunal, Chennai

Tamil Nadu General Sales Tax Act, 1959 1991-92 Sales Tax Appellate Tribunal, Chennai

Punjab Value Added Tax Act, 2005 2009-10 Jt. Director (Invest) cum Depty Commissioner

Uttar Pradesh Trade Tax Act, 1948 2007-08 Deputy Commissioner, U.P. Sales Tax



Name of statue Nature of dues Amount (Rs. million.)



Delhi Value Added Tax VAT Audit objections 1.83 Act, 2004 & exparte assessment done

Rajasthan Value Added Difference in 0.08 Tax Act, 2003 interpretation

Central Sales Tax Act, Non collection of 0.26 1956 declaration forms

Assam Value Added Tax Benefit of admitted 18.34 Act, 2003 tax, input tax & TDS certificates not given.

Central Excise Act, 1944 Seizure of spares while 0.01 being transported to Railway Station alleging transportation without Invoice.

Central Excise Act, 1944 Demand of duty for 7,59 Exemption u/n 108/95

Central Excise Act, 1944 Demand of duty for 0.47 Exemption u/n 108/95

Finance Act, 1994 Payment of Service Tax 0.51 on GTA through CENVAT

Central Excise Act, 1944 Non payment of 1.57 Interest on duty paid for supplementary invoices belatedly

Finance Act, 1994 Short payment of 0.08 service tax on GTA

Central Excise Act, 1944 Non inclusion of 15% 5.13 Profit Margin in Transfer Pricing

Central Excise Act, 1944 Wrong availment of 361.59 Cenvat on inter unit transfer

Central Excise Act, 1944 Short payment of duty 1.35

Central Excise Act, 1944 Captively consumed 2.15 goods for manufacture of control panels without payment of duty under notification 67/95 subsequently cleared by availing exemption under notification 6/2006

Central Excise Act, 1944 Demand of amount 0.4 equal to credit availed on mandatory spares cleared as such under notification 6 of 2006

Central Excise Act, 1944 Ineligible Cenvat 0.68 credit availed on repair services

Central Excise Act, 1944 Disallowance of Cenvat 1.76 Credit, duty on captive consumption and clearance of goods under Notification 6 of 2006

Central Excise Act, 1944 Disallowance of Cenvat 0.18 Credit and non-payment of amount equal to Cenvat availed on inputs cleared as such for exports



Name of the Statue Period to which the Forum where dispute amount relates is pending

Delhi Value Added Tax Act, 2004 2007-08 Vat Audit Officer, Delhi

Rajasthan Value Added Tax Act, 2003 Deputy Commissioner, Jaipur

Central Sales Tax Act, 1956 2008-09 Deputy Commissioner, Jaipur

Assam Value Added Tax Act, 2003 2005-06 Deputy Commissioner, Appeal

Central Excise Act, 1944 1996-97 Commissioner (Appeals) Allahabad

Central Excise Act, 1944 2001-02 Tribunal Delhi

Central Excise Act, 1944 2003-04 Commissioner (Adj.) New Delhi

Finance Act, 1994 2005-06 Tribunal Delhi

Central Excise Act, 1944 2009-10 Madras High Court

Finance Act, 1994 2009-10 Madras High Court

Central Excise Act, 1944 1993-94 & 1994-95 Kolkata High Court

Central Excise Act, 1944 2007-08 CESTAT, Chennai

Central Excise Act, 1944 2007-08 Commissioner (Appeals) LTU Central Excise Act, 1944 2008-09 CESTAT, Chennai

Central Excise Act, 1944 2008-09 CESTAT, Chennai

Central Excise Act, 1944 2008-09 CESTAT, Chennai

Central Excise Act, 1944 2009-10 CESTAT, Chennai

Central Excise Act, 1944 2010-11 Commissioner (Appeals) LTU



Name of statue Nature of dues Amount (Rs. million.)

Central Excise Act, 1944 Under valuation of 5.21 VIT tubes CAS 4 not considered by department for earlier period

Central Excise Act, 1944 Non payment of 0.39 Interest on duty paid for supplementary invoices belatedly and Demand of amount equal to credit availed on mandatory spares cleared as such under notification 6 of 2006

Central Excise Act, 1944 Demand of amount 0.25 equal to credit availed on mandatory spares cleared as such under notification 6 of 2006 and 108/95 and Captively consumed goods for manufacture of control panels without payment of duty under notification 67/95 subsequently cleared by availing exemption under notification 6/2006 and Service Tax credit availed on Invalid documents

Finance Act, 1994 Nonpayment of service 10.12 tax on Provision created in Books /short payment of service tax on royalty and technical knowhow payments made under intellectual property right services.

Central Excise Act, 1944 Availment of credit 0.02 in respect of inputs exported as such

Central Excise Act, 1944 Non-payment of 0.93 Interest on duty paid for supplementary invoices belatedly

Central Excise Act, 1944 Levy of penalty 0.02

Central Excise Act, 1944 Rejection of refund 0.43 claim made towards Cenvat reversal done under protest in respect of service tax credit availed on Marine Insurance policies

Finance Act, 1994 Non-payment of service 0.65 tax on provision created in books /short payment of service tax on royalty and technical knowhow payments made under intellectual property right services.



Name of the Statue Period to which the Forum where dispute amount relates is pending

Central Excise Act, 1944 1994-95 CESTAT, Chennai

Central Excise Act, 1944 2010-11 CESTAT, Chennai

Central Excise Act, 1944 2010-11 Commissioner (Appeals) LTU

Finance Act, 1994 2010-11 CESTAT, Chennai

Central Excise Act, 1944 2011-12 Commissioner (Appeals) LTU

Central Excise Act, 1944 2011-12 CESTAT, Chennai

Central Excise Act, 1944 2011-12 CESTAT, Chennai

Central Excise Act, 1944 2011-12 Commissioner (Appeals) LTU

Finance Act, 1994 2011-12 CESTAT, Chennai

(x) The Company has been registered for a period of less than five years and hence we are not required to comment on whether or not the accumulated losses at the end of the financial year is fifty per cent or more of its net worth and whether it has incurred cash losses in the current financial year and in the immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. The Company did not have any outstanding dues in respect of a financial institution or debenture holders during the year.

(xii) According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. (xvi) The Company did not have any term loans outstanding during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) During the period covered by our audit report, the Company has not raised any money by way of public issue.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For S.R. Batliboi & Co.

Firm Registration No.: 301003E Chartered Accountants

Manoj Gupta

Place: Gurgaon Partner

Date: May 29, 2012 Membership No.: 83906

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