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Directors Report of Schneider Electric Infrastructure Ltd.

Mar 31, 2014

Dear members,

The Directors take pleasure in presenting herewith the Annual Report and Audited Accounts for the year ended March 31, 2014.

Financial Results

(In MINR)

12M FY 2013/14 12M FY2012/13

Sales and Services (net) 12,156 13,104

(As percentage of net sales) -5.1% 1.1%

Interest (net) (260) (318)

Exceptional items (373) (100)

Tax expense 0 (4)

Add:

Provision for doubtful debts 665 291

Foreign exchange variation cost (net) 303 57

Separation, integration, restructuring and other costs 11 107

Operational support - Corporate (421) 0

Provision for litigation 204 0

underlying EBITA 146 593

Dividend

No dividend has been declared by the Directors for the year ended March 31, 2014, due to inadequate profits.

Performance review

2013-2014 proved to be one of the difficult years in the recent times for the power sector. Driven by the decrease in Capex investment, the year witnessed a decline in the size of electrical infrastructure market. Despite the harsh and difficult market conditions, Your Company, through efficient management strategies and pragmatic decision- making, managed to maintain its market leadership position in the medium voltage electrical infrastructure sector. Order intake in 2013-2014 stood at INR 13,549 million as against INR 13,115 million during the same period last year, translating into 3.3 percent RISE. The Company reported sales worth INR 12,156 million as against INR 13,104 million achieved during the previous year, a 7.2 percent drop. The recoverability of older receivables has remained a challenge due to the tough market conditions. Still, considering the circumstances, the Company has dealt with most of the issues admirably and also managed to streamline the operations to improve the efficiencies.

The focus of Schneider Electric Infrastructure Limited (SEIL) remained the same as always: Providing consumers with products and solutions that achieve maximum efficiency with minimum energy usage. This has helped Your Company to further strengthen its position, even in this tough market environment. Identifying the potential of smart devices, Your Company has also created a team - focussed on Smart City portfolio. Smart devices with ''Smart'' solutions are going to be the future and SEIL is already positioning itself to be the pioneer in this segment.

During 2013-2014 SEIL''s focus was on increasing the range of offerings, widening the market coverage, and innovation. It increased its local presence and the range of offerings. It has been part of several highly prestigious projects and acquired an impressive portfolio of new clients in Advance Distribution Management System (ADMS) and Smart Grid domain. Your Company is also known in the industry for its customer centric approach and superior customer care. To maintain the high quality customer care it is extremely important to have an excellent internal collaboration. In this regard, SEIL has introduced SPICE - Schneider Electric Platform for Information Collaboration & Efficiency.

Employees are the greatest assets of SEIL. They are the factor that helps Your Company achieve its goals and retain its market leadership position. It launched several training and engagement initiatives to further enhance their competencies. The workforce remains focused on creating value to the customers and shareholders.

In an overall tough year, Your Company''s focus remained on sustainable and profitable growth. SEIL would like to thank the shareholders, customers and employees for their continuous support and confidence in the Company.

1. Our Strategy

Capturing the mega-trends

In the past year, Your Company has built on the identified trends to become the leader of the energy efficiency. As a leader in energy management, Schneider Electric Infrastructure Limited is at the forefront of capturing the trends of the new energy world, in particular those affecting its business in a significant way. Urbanization, digitalization and industrialization are opening new market opportunities for Schneider Electric.

Leverage the world''s new energy challenges

The world''s energy challenges are many: growth in energy demand, energy price increases, scarcity of natural resources, CO2 emissions reduction requirements, integration of unpredictable and intermittent renewable sources of energy, increases in peaks of consumption and others. We have developed a wide range of products and solutions that will provide end users with significant levels of energy efficiency and savings. Our Smart Grid Solutions help electricity producers and distributors to improve the efficiency of their assets and to offer a better service to their Consumers. This also contributes to the improvement in the operation of the grid and the reduction in investment in new generation capacity.

Build two complementary business models: products and solutions

Products and solutions are different and complementary business models. And we aim to deliver profitable growth in both. In order to reinforce our leadership positions, we continue to target growth in our products business by creating new opportunities for distributors and direct partners in a win-win relationship. We are also focused on growing our solutions business by increasing our service revenues and reinforcing project execution. Products allow us to continue to achieve scale and pricing power in our diffused markets, while providing differentiation through technologies that can be combined and integrated. Solutions will allow us to generate additional growth and profits, lower capital intensity and help reduce cyclicity. They also provide significant opportunities for dialogue with final end-users, which in turn helps inform our quest for continuous innovation.

Invest in profitable and responsible growth while driving efficiency

We believe in the high long-term growth potential of our business and we continuously invest to drive that growth. This investment is focused on sustained spending in research and development, as well as on growing our commercial presence and skills, especially in the fields of high value- added technologies and services.

In addition to the investments we make to foster growth, driving efficiency at all levels of our Company is an equally important focus of the Group. We continuously seek to generate savings from purchasing and manufacturing and through improving operational efficiency by reducing selling, general and administrative expenses while maintaining best-in-class standards in environmental sustainability and social responsibility.

2. Supply Chain Digitization Initiatives

Following actions started for Supply Chain Digitization

* One MM tool implemented for unhealthy stock calculation

* V-fast tool under implementation for improving vendor forecasting process

* SIOP tool under implementation for end to end optimisation of sales, inventory and operations processes

3. Digitization of Customer Care

Customer Care Excellence

Each customer interaction, be it on phone, via email or on the web is an opportunity for us to make a difference. The customer must see us as ONE Schneider Electric being able to provide the right support at the right time. Customer Care is one of the key drivers of customer satisfaction and loyalty.

Customer Care is the front office of Schneider Electric - the one stop for all our customer queries, ranging from pre-sales support to post-sales technical support. We ensure our customers are able to get the required support during the life of our products and solutions.

Customer Care Excellence (CCE) program

The objective of this program is to enhance customer satisfaction and loyalty by providing excellent and value-added support with easy access to the right competent support person and promote self-service utilizing digital technology.

A program led jointly with IPO (Information, Process & Organization) to create a unique Customer Care experience dedicated to:

Our Customers: Improve customer satisfaction by providing consistent and professional support

* One CCC phone number: single customer point of entry for all businesses, all regions and all requests

* Round the clock availability

* Online self-service

* Profile based personalized support

Our Employees: Improve productivity and customer support thanks to CCE technologies

* Productivity enablers

* 360 customer view

* Collaboration around multi-channel support

Our Company: Build professional, large size and efficient CCCs with multi-languages, multi-skills, multi-request support and optimise infrastructure investment

* Position Customer Care as a brand differentiator

* Leverage CCCs for business growth.

4. Connect, Schneider Electric''s New Company Program (2012-2014)

Your Company has adopted Schneider Electric''s new company program Connect.

The new 3-year plan covering 2012-2014 includes four major initiatives:

* Connect to Customers: this initiative aims at further improving the performance of its business models in order to be a leader in products and in solutions, and to adapt the different dimensions of the customer''s and partner''s experience with Your Company.

* Connect Everywhere: this initiative is designed to identify key investment areas in new geographies.

* Connect People: the target of this transformation is to create a culture and an environment for the employee''s development and performance through enhanced levels of engagement.

* Connect for Efficiency: this initiative includes the actions aiming at profitable and responsible growth through industrial productivity, process efficiency and society at large.

5. Namaste Digitization: Mapping the Zeros and Ones of "The Digital World".

The story began with an ambition to achieve Digitization for improved employee engagement & increased customer satisfaction. The inception of Digitization has transformed from "bits and bytes" of ideas into "gigabytes". Over an eight month endeavour of employee engagement, the program turned out as a success at Energy Automation Centre India. This brought a significant shift towards customer focus and efficiency in business. Letters have gone from post-box to emails to computer messages and now through Digitization to the cloud. At the onset of the journey, the advent of Digitization brings in a new era of enhanced Schneider Electric presence in the market and being closer to the customer by leveraging digital services.

The start of the journey embarked with an ice-breaking session involving 145 employees, divided in eight teams. The teams were overwhelmed with ideas on the respective four pillars

* Strengthen our links between our offices in various locations

* Strengthen our customer service

* Optimization of our factories at Noida and Poonamalle

* Strengthen our ties with Remote Front Office teams

The team built their relationships within the 8 month time-frame, when all roadblocks which seemed impassable at the start began to dissolve and the finish line objective were vivid. It was an unnerving roller coaster ride which at the end became an attractive journey with strong connections amongst the teams and locations. The finale took place in November 2013 with a heart throbbing experience to win whilst marching towards a common goal of DIGITIZATION.

The judges had a tough call to announce the winners of the program, which was one of the first to set sail in Energy Automation Business. The organization''s vision was transformed into reality through the execution of these projects. The odyssey of this initiative does not end here and there are miles to go. The teams will be hand holding the initiative to the respective functions, for further execution. This is also an opportune time for the management to pick up relevant initiatives for further implementation based on the business need.

6. Digitized Sales Processes

In an ever changing business environment, Worldwide, it is important to have a system which understands the complex relationship of the organization with its customers. Sharing information globally about our key achievements, our customers & their projects enables in developing a more experienced and efficient business environment. At Your Company, this high performing environment is obtained with the help of CRM.

CRM is a management system that encompasses Pre & Post-Sales Processes. It promotes transparent and efficient decision making and gives a common platform to share information about the customers, projects, and business opportunities and helps us to record historical data in terms of the various stages an opportunity passes through. It consolidates all commercial information and facilitates its sharing in real time. It also helps in providing standardized formats and time efficient automated reporting. CRM helps us understand the diversity of the distribution channels, the long processes involved and the complexity of the projects.

CRM system supported & hosted by Schneider Electric''s bridge Front Office tool, has enhanced the effectiveness of the sales force by building a common customer and sales oriented system and support functions. This helps in tackling the opportunities better, anticipate & understand the market, so that we address it efficiently & improve functional & technical efficiency. It has also consolidated customer knowledge, accelerated information flow, and unified sales processes, thereby enhancing the sales force efficiency. Some of the key benefits of the bFO tool that the sales force has reaped are -

* Managing opportunities from inception to finalisation.

* Account management.

* Replacement of multiple manual databases by a common workflow based data.

* Tracking of the commitment between the sales team and the activity.

* Order closure for final reporting in activity ERP system.

* Customized reports and dashboards.

* Synthetic information & report on end-users, key accounts, competitors, projects and offers, in order to follow up with the market trends through specific dashboard at Country & Regional level.

* Necessary input for market assessment and market action plan preparation and updates such as market size, channel to market, competitor positioning, pricing trends etc.

7. Digitization within SEIL

There are 5 impact areas of Digitization, aligned to our Connect strategy, which will help us in achieving our mission of "Making the Digital Experience a true differentiator for our customers and partners".

Our world''s immediate future requires upgraded urban infrastructures that are fundamental to any city, from electricity grids to systems of gas and water distribution, public transportation, public services, commercial buildings, hospitals, homes, and more. This demands a rapid shift to digitized or smart equipment in the industry, a process that would create smarter cities, that are more efficient, sustainable and liveable. The consequent access to real-time information will be an opportunity for stakeholders to execute active energy efficiency. The accomplishment of energy efficiency will impact the entire energy chain from people to power plant and will ensure complete optimization of the supply chain.

The efficiency of our business is clearly improved by adopting various digital transformation elements around global processes and tools. At SEIL, our Customer Experience Applications have been designed with speed and business value in mind. Our global CRM solution (salesforce.com based tool) viz., bFO helps to improve efficiency around:

(i) Opportunity Management

(ii) Sales Force Efficiency

(iii) Account Management

(iv) Real-time Commercial Business Intelligence

(v) Collaboration Capabilities for Front Office Teams

The practise of business reviews on bFO, is going a long way in taking data-driven informed decisions. It is imperative that bFO becomes the DNA of our sales organization.

In addition, bFO is enabling us to ultimately drive the convergence between customer care & support, front office, and web, in particular with the acceleration of programs such as Customer Care Excellence. We have deployed technologies like CTI (Computer Telephony Integration) that are giving our customers an improved experience whenever they are calling in our Customer Care Centres.

The management strongly believes in investing in Digitization initiatives that can bring efficiency to our system. Apart from the globally adopted tools and initiatives, we have locally developed tools and solutions viz., "Remote Customer Connect". It helps to connect to our remote customers who can get a live demo of our integrated products & proposed solutions in our R&D labs to get more confident in our solution offerings.

Special focus is also made on Social Media Monitoring and improving the overall web experience for our customers at SEIL. We are also in the process of deploying Partner Relationship Management (PRM), a web-based portal for our intermediary channels viz., Panel Builders, System Integrators, Consultants, etc... in order to reach out to them more effectively and efficiently, thus improving our engagement levels.

To deliver customer focus, it is also extremely important that there is an excellent internal collaboration. With this in mind, SEIL has introduced SPICE - Schneider Electric Platform for Information Collaboration & Efficiency. We are leveraging this enterprise networking and collaboration platform to deliver seamless collaboration experience, eliminate insulation and act as a one stop shop for information sharing, not only connecting all employees in India but all Schneider Electric World Countries. We will monitor the impact on customer response and customer satisfaction to derive the maximum mileage for a total customer focus.

We are committed to continue our journey of connecting people through technologies but, most importantly, connecting technologies through people!

8. Smart Infra: Smartgrid Solution for Power Utilities

Schneider Electric is a global leader in the world distribution segment and sets the benchmark for innovative and utility focused technologies for distribution utilities worldwide. This is why Schneider Electric has always been at the forefront of leading edge technology at every level of energy infrastructure essential for social, economical & environmental development.

One reason for Schneider Electric''s strength & resilience is our global reach matched with well- developed local capabilities. With such strong initiatives, we are now, one of the world leaders in fastest growing Smartgrid segment with most robust, scalable and secure Smartgrid Solution. We also have a truly international leadership team which gives us a real global perspective on the opportunities available. To tap the business potential of these mega-trends in both traditional and new markets, we organized International Conference of global utility customers at SMART NETWORK EVENT at Paris FRANCE to understand the utility needs and trends.

To continue building on our leading positions, we''re focusing on innovation and technology-driven growth markets, strengthening our solution portfolio through organic and inorganic growth in order to be a strong local partner to our customers all around the world. This is the very reason that Schneider Electric has acquired world''s biggest Smartgrid Company, Telvent, to strengthen our Smartgrid offering for Utility Segment.

Schneider Electric also reorganized its Energy Division to create an utility segment to give more emphasis and focus to our utility Customers.

Schneider Electric''s "Smart Infra" is providing Smartgrid Solutions and offerings for utilities to master the challenges of network expansion, urbanization and economics.

To achieve these strategic goals, we''re unleashing the full power of our Integrated Technology Company while upholding our long tradition of innovative excellence. As a pioneer in electrical engineering, we''ve been a major force in bringing innovative and Smartgrid focused solution, that is very much needed by our utility customers today. It''s our pioneering spirit that''s made us the global powerhouse we are today.

Our Smartgrid Solutions like Advanced Distribution Management System (ADMS), Outage Management System (OMS), Geographical Information System (GIS), Wind Generation Forecasting Solution, Automatic Metering Infrastructure (AMI), Integration of Solar Power, Self-Healing Grids (SHG), Building Management System (BMS), Advanced Network Planning (ANP), Wind Farm Management, Hydro Plant Management, Microgrid Management, Traction Management, Sub-Station Automation, Fast Load Shedding Systems and Smart Homes are many of our businesses that are already global market and technology leaders. We therefore have a presence and insights into different markets that few can match, and we can use this to achieve consistent growth and results throughout the economic cycle. These Smartgrid Solutions coupled with Smart Field Devices like RTU, FRTU, FPI, RMU, Auto-Reclosure, Sectionaliser and VPI provide for a complete solutions.

Schneider Electric, has completed 50 years of strong presence in India, is constantly contributing to develop India''s Power Infrastructure since 1963. It has a strong focus and organizational strength to deliver Smartgrid ready products, solutions and services, comprising of the entire range of Network Automation, Feeder Automation, Sub-Station Automation & Smartgrid for entire value chain of Power System.

Thanks to Your Company''s strong presence in India, which enable us to understand the customer need, offer him the right solution, development and support services which match & exceed customer expectation. Your Company is actively participating in Government of India''s Smartgrid and Renewable Programs under Ministry of Power and under Ministry of Renewables. Schneider Electric is also member and contributing to reputed organizations like India Smartgrid Forum (ISGF), Indian Electricals & Electronic Manufacturer''s Association (IEEMA), Low Voltage Direct Current Forum (LVDC).

Under Govt. of India''s Restructured Accelerated Power Development & Reform Program (R-APDRP), Your Company has got 4 Advanced SCADA-DMS projects for 7 cities in 4 States.

What''s more, our innovations and solutions are playing a major role in shaping sustainable energy systems for the Indian utilities.

9. Our Smart Products for Smart Solutions

Building a smarter grid with reliable, efficient energy

How Schneider Electric Smart Grid-ready products and solutions help balance your grid equation.

More and more people are learning to depend on energy as being integral to their daily lives.

Meanwhile, the electricity market is changing. Every day, end users'' expectations increase in terms of reliability and quality, and they gain greater awareness of energy''s environmental impact.

It''s an evolution. But as our reliance on electricity grows globally, the ways in which we produce, distribute, and use energy must also evolve. The solution will not only involve smarter demand, but also smarter supply - and as such, a smarter grid is at the heart of the issue.

As The Global Specialist in Energy Management™, Schneider Electric is Smart Grid-ready, enabling the products and solutions that support and connect the five key domains of a smarter grid:

* Flexible distribution

* Smart generation

* Demand-side management

* Efficient homes (including electric vehicles)

* Efficient enterprise (buildings, industrial facilities, and data centres).

Our vision isn''t just to connect our Customers to the Smart Grid - but to also connect them with each other, facilitating smarter interactions and leading to increased energy management capabilities.

Our Smart Grid solutions include:

* Smart medium voltage (MV) / low voltage (LV) equipment.

* Sub-Station automation.

* Feeder automation.

* Enhanced distribution management solutions.

* Microgrid control.

* Volt/VAr management.

* Real-time condition monitoring.

* Electric vehicle load management.

10. Smart City

Executive summary

In less than 40 years, 70 per cent of the world''s population will reside in our cities. This rapid migration will push both current and future urban centres to their seams and expand industrial and residential infrastructures beyond their breaking points. It is estimated that cities contribute more than 70% of global greenhouse emissions and accountable for 60-80% of global energy consumption, contributing to environmental degradation locally, regionally and globally.

This eye-opening fact raises important questions that must be considered by cities around the world. Can this growth be done in a sustainable way? Will cities be able to reduce their environmental impact and carbon emissions? Will we be able to meet the sustainability challenges brought on by regulation and the impact of this massive growth? And, will we expand in ways which ensure communities are enjoyable places to live and promote social equality?

We can answer affirmatively to these concerns, and re-design our cities with these thoughts in mind. With the movement towards smart cities, the urban centres we live in can become more efficient, liveable, and sustainable in both the short and long term, thanks to involvement from city, citizens, and businesses.

Every city can become smarter. Smart cities start with smart systems, working for the benefit of both residents and the environment. Electric grids, gas distribution systems, water distribution systems, public and private transportation systems, commercial buildings, hospitals, homes - these form the backbone of a city''s efficiency, liveability, and sustainability. It is the improvement and integration of these critical city systems - done in a step by- step manner — that become the cornerstones to making a smart city a reality. The cities successfully making the transition to ''Smart'' will be those who improve their critical systems by combining a bottom-up, systems-centric approach with a top-down, data-centric one.

Schneider Electric, the global specialist in energy management, has provided solutions, software, and services for core infrastructure systems for decades. By joining forces with local governments, investors, industry suppliers, NGOs, utilities, planners, developers, and global technology bellwethers, the Schneider Electric strategy leverages the best global and local solutions to help communities develop and execute their unique smart city vision.

Introduction

Cities are our fundamental building blocks. Throughout history, they have served as centres of innovation, advancement, civilization, and as facilitators of the social interaction necessary for the progress of humankind. It is only fitting that the next evolution of how we live, work, play, and interact is emerging within our cities. Although they make up just 2 per cent of our world''s surface, cities hold half of the global population, consume 75 per cent of our energy resources, and emit 80 per cent of the carbon that is harming our environment.

Countries are recognizing that blind resource consumption is no longer a viable option for economic and societal growth. Emissions from buildings and activities of cities have placed them at the top of the priority list for nations aiming to keep their geographies clean, healthy, and liveable for generations to come. As an example, the European Union — through the European Smart Cities and Communities Initiative - has targeted emissions reductions in cities as critical to its goal of reducing overall energy use by 20 per cent by 2020, and to the development of a low carbon economy by 2050.

But the challenges to meeting those goals will only grow. By 2050, cities will house an astounding 70 per cent of our population, necessitating expansion and infrastructure. To accommodate this boom, in the next 40 years we must build out the same amount of urban capacity our ancestors took 4,000 years to create. Urban infrastructures will need to better meet the challenges of city environments: energy and water scarcity; pollution and emissions; traffic congestion; crime; waste disposal; and safety risks from ageing infrastructures. The increased mobility of our societies has created intense competition between cities: for investment, for talent, and for jobs.

To attract the most promising residents, companies, and organizations, as well as promote a thriving culture, cities must achieve three critical traits: become more efficient, more liveable, and more sustainable. Smart cities need not be thought of as cities of the future. They can be the cities of the present. By the end of the current decade, many technologies critical to a smart city, including monitoring and sensor technologies, intelligent traffic systems, and energy management systems for buildings, will be deployed on every continent. And while no single solution defines a smart city, the technologies being put in place today are pieces of the smart city puzzle.

What is a smart city?

The goals for a smart city are to enhance the quality of its citizens, across multiple dimensions (but not limited to) such as water, energy, transport, education, environment, mobility, waste management, housing and economy (jobs). This will enable a smart city to become an efficient urban center of the future, safe, secure, green and sustainable with a well-balanced relationship between city and government managers, business and industry, research and academia and the common public.

The most effective definition of a smart city is a community that is efficient, liveable, and sustainable — and these three elements go hand-in-hand. Traditionally, the water, gas, electricity, transportation, emergency response, buildings, hospitals, and public services systems of a city are separate and operate in silos independent of each other.

A truly efficient city requires not only that the performance of each system is optimized, but also that these systems are managed in an integrated way to better prioritize investment and maximize value.

An efficient city also starts a community on the path to become competitive for talent, investment, and jobs by becoming more liveable.

A city must work to become a pleasant place to live, work, and play. It must appeal to residents, commuters, and visitors alike. It must be socially inclusive, creating opportunities for all of its residents. It must provide innovative, meaningful services to its constituents. Liveability plays a critical role in building the talent pool, the housing market, and providing cultural events which can bring memorable experiences, international attention, and investment to the community.

A sustainable community is one which reduces the environmental consequences of urban life and is often an output of efforts to make the city more efficient and liveable. Cities are the largest contributors of carbon emissions; the highways, public spaces, and buildings we rely on to live, work, and play emit the bulk of each city''s emissions.

Implementing efficient, cleaner, and sustainable operations in all of these areas are critical to minimizing a city''s environmental footprint. Cities must also look at other methods of achieving sustainability, including resource efficiency, regenerating aging districts, ensuring robustness of systems, and incorporating design and planning in harmony with its natural ecosystem, as opposed to simply living in it.

Challenges ... and opportunities

The need for smart cities is evident in emerging and established economies, with each bringing unique challenges and opportunities. Emerging economies, such as China, Brazil, India have immediate needs to develop smart cities, as their exponentially growing populations have the most pressing short term needs, including flood preparedness, prevention of blackouts, traffic congestion, crowding, and logistical difficulties which accompany fast-paced urbanization —while competing for global attention.

From Indian context also, current government''s manifesto & aim towards sustainable city is answer to existing challenges in this space. It is very clear from the rising population, urbanization, power crisis & reliability challenges, traffic congestions, unplanned infrastructure growth that India needs Smart Cities.

The opportunity to reap the twin benefits of young demography and urbanization is unique to India, and it is an opportunity for the country to move more a predominantly agricultural economy to a manufacturing economy, lift millions out of poverty, achieve economic growth that creates jobs and reaffirm its much deserved position among other global super powers and developed nations.

Whereas, revamping regions boast highly engaged citizens, sophisticated and multilayered government, and deep access to investment and technology innovation. Yet their decades-old systems are aging and deteriorating, rarely sharing information, and often operating under the responsibility of different departments or public jurisdictions. In the face of rapidly industrializing new economies, these older and established bellwethers are finding the need to compete fiercely on the world stage for talent and investments. Financial Modelling may be considered in case of revamping opportunities.

For example, a city struggling with traffic congestion might see a need for a massive highway project.

But to build public support the city could choose an interim step of deploying traffic management technologies to its existing vehicle infrastructure.

The traditionally traffic-choked city of Mumbai, India, is one example. Mumbai deployed real-time, adaptive traffic control systems from Schneider Electric to optimize traffic at 253 crossings.

A central traffic management control Centre supervises and reacts to traffic disruptions.

Cost savings combined with quality of life improvements made this smart city programme a success for the citizens of Mumbai.

Our approach to smart cities:

Schneider Electric has implemented more than 200 smart city projects around the globe. Schneider Electric brings world-class expertise and many years of experience in helping cities move toward long- term sustainability goals by improving their existing infrastructure and driving efficiency throughout a city''s operations.

Conclusion

Cities are facing urban challenges of unprecedented scale, and will continue to do so into the foreseeable future. As growing populations intensify pollution, resource scarcity, crime, traffic, emissions, and more, communities must preemptively respond and preserve the integrity, attractiveness, and competitiveness of their cities by becoming smart. So is the case in India.

Setting a smart city vision and effectively moving towards it with a bottom-up, systems-based approach is critical to ensuring resource efficiency and security, as well as maintaining socially inclusive growth.

Many cities have already started. Government of India also has a special focus on smart cities which is evident. The time to act is now. Our urban population is growing rapidly. The pressure on infrastructure will only increase. The need to reduce the impact of cities on our environment will become more urgent. The world is changing. The move to smart cities will ensure that it is a change for the better.

Schneider Electric infrastructure Limited, is geared up to meet the upcoming Smart City requirements in India with global experience & world class technologies. Your Company is working closely with all stakeholders like Investors, Administrators, Policy Makers, Technology Partners, Consultants etc. to shape India towards vision of Smart Cities.

Distribution self-healing grid

Tested, Validated & Documented Architecture (TVDA)

Overview

Tested Validated Documented Architecture (TVDA) solution is an unique approach from Schneider Electric to provide customers with a solution which is pre-tested and ready to be implemented in customer''s environment. These solutions reduce customer efforts for engineering, implementation time.

Under Ground Distribution Network Self-Healing Grid: UG-SHG is a part of underground distribution network which re-configure itself without any need of human action to restore power supply to various parts of the network in case of a fault.

The system automatically cuts-off the faulty section and restores the supply to rest of network by alternate path / sources.

Today''s utility challenges

* Continuity of service and security of supply (SAISI index)

* Safety of people and assets

* Power quality

* Limited man power for network management

* Technical challenges:

* High installation and commissioning time

* No clarity on the performance and limitations of the system.

* Complex installation and commissioning. Documents are not available for systems with components from different vendors.

Solution to above

Under Ground Distribution Network Self-Healing Grid TVDA Solution

* Pre-tested and validated

* Well engineered

* Easy to implement with minimum time and hardware

* Well documented

Principle and working

The principle of the Self-Healing Grid (SHG) automation system is to start an automatic sequence of re-energizing the healthy part of a MV ring after a short circuit or earth fault somewhere in the ring. The re-energizing operations have to be performed in a minimum time (<20 seconds) with a maximum of safety and security. The System is applicable to a network in Open Ring Architecture with one NOP. The System can be supplied from two or more sources from same or different sub- stations. The SHG Solution can be implemented together with SCADA System or as a Stand Alone application.

It requires automation of RMU''s in the network to be motorised and installed with T200 (FRTU- Automation Unit), FPI''s and VPIS &VDS (Voltage Detection System) and Peer to Peer communication between FRTU''s using various communication media like GPRS.

Main characteristics

* Time to restore healthy part of feeder: 20-30 seconds.

* Large number of nodes in system (up to 30) and 3 feeding points.

* Simultaneous communication with SCADA / DMS System.

* No complex engineering required: Pre-tested and validated solution.

* Adoptable to existing network components like RMU''s with minimum modifications.

Applications

* MV Underground Distribution Network

Loop automation for over-head distribution network SHG

Over-head distribution network loop automation is a Self-Healing Grid Solution for a part of distribution network which re-configure, itself without any need of human action to restore power supply to various parts of the network in case of a fault.

The system automatically cut-off the faulty section and restores the supply to rest of the network by alternate path / sources. The system use concept of Fault Location, Isolation and Service Restoration (FLISR) & Fault Detection, Isolation and Restoration (FDIR).

Main characteristics

* Less time to restore healthy part of feeder

* Simultaneous communication with SCADA / DMS System

* Peer to peer communication for operation and safety

* No complex engineering required: Pre-tested and validated solution

* Adoptable to existing network components like recloser or sectionaliser installations

* Two options: Classic loop automation and intelligent loop automation

* Over load protection during network reconfiguration

Applications

* Over-head distribution network

11. Solutions Centre Activity

The Solution Centre provides a complete range of electrical solutions for industries and utilities, from sub-stations to power distribution systems. Our greatest strength is in our expertise of handling projects from concept to completion. Our teams perform design, engineering, manufacturing and supplying products, erect and test and commission systems and demonstrate performance parameters. We also provide extended warranty and long term maintenance support. Our range of offerings vary from intake / evacuation sub- station, electrical balance of plants, electrical distribution systems, medium and low voltage packages, customised packages for specific needs, power distribution for infrastructure and other solutions. Solution Centre delivers project with customer advantage of a single window management interface backed with an efficient and competent team experienced in engineering/ execution of various packages, specific to customer needs. Solution Centre is committed to deliver high quality turnkey electrical projects that are efficient, EHS compliant, safe and reliable, thus meeting both Indian and international standards.

The Solution Centre maintains its consistency asa key player in the project business market segments and also entered into new business segments. The Unit has been active in various segment viz cement, mining & metal, power- generation, renewable, oil & gas, infrastructure and others.

Major orders

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

* Felguera Gruas India has entrusted Your Company by placing orders for conveyer electrics for Gangavaram Port, phase II expansion and Kakinada Port, 6th berth. These two orders, Your Company already executing Kaknida Port 5th berth conveyer electrics, clearly expresses FGI''s confidence in Your Company''s solution capabilities.

* Punatshangchhu Hydroelectric Project Authority placed order for Supply and Erection of HT & LT Switchgear and associated distribution system for 6x182 MW hydro power plant. Your Company supported PHPA in pre-bid and post-bid discussions in finalizing the solution.

* Engineers India Limited a/c Bharat Petroleum Corporation Limited placed order on Your Company for supply, installation, testing and commissioning of 33 kV GIS for Kochi Refinery through competitive bidding.

* Lodha Developers for power distribution system of their Casa Rio & Casa Rio Gold township projects entrusted Your Company''s products and placed an order for supply and erection of 22 kV compact sub-stations (RMUs).

* Tata Power Company Limited has placed order on Your Company that included two projects, one for augmentation of 33 kV sub-station including replacement of old 33 kV Switchgear and installing SCADA System at Saki & Parel sub-station while second included supply and installation of33kV&11 kV Switchgear and SCADA System for 6 nos. 33/11 kV distribution sub-station across locations in Mumbai.

* Moserbaer Engineering and Constructions in continuation of its belief in Your Company''s project delivering capabilities placed an order for supply, installation, testing and commissioning of 66/11 kV main evacuation sub-station and 11/0.3 kV pooling stations with associated cabling and other works for 50 MW Solar Power Plant at Patan, Gujarat which Your Company has delivered in a record 3 months duration.

* Tata Steel Limited entrusted Your Company for their Gopalpur Plant and placed order for plant distribution system included supply, installation, testing and commissioning of 33/6.6 kV indoor sub-station. Major supplies remained 33 kV GIS, 6.6 kV AIS, HT & LT Cabling, LT Panels, SCADA System and Control Room Building.

* Orders also received from various customers viz Neccon Power & Infra, SML Isuzu, Ramco Cements, Macawber Beekay etc.

Major solution business milestones in 2013-14

* Saint Gobain

Your Company executed this project of supplying, installation, testing and commissioning of 132 kV Switch Yard along with civil works, 2 x 25 MVA Transformers, 11 kV Panels, Dry Type Transformer, 2 MVA DG Sets and Drives for Saint Gobain for their Bhiwadi Glass Plant. Expectations remained high, as Saint Gobain is a Global Customer. Your Company has delivered the project maintaining world class quality and safety standards.

* Power Grid Corporation of India Ltd.

Your Company has completed renovation and modernization activities for Gladni (Jammu) and Udhampur sub-stations of Power Grid Corporation of India Ltd. It included supply and replacement of existing 220 KV Bay Equipments viz Circuit Breaker, Current Transformer, Capacitive Voltage Transformer, PLCC system etc. Your Company has executed the project in timely and in a professional manner.

* Punatsangchhu-II Hydroelectric Project Authority

Your Company has successfully completed the construction power work of Punatsanchhu Hydroelectric project. The scope was supply, installation, testing and commissioning of 4 Nos. 33/11 KV Transformer and 33 KV indoor sub-stations.

* MoserbaerA/CKindleEngineering

Your Company has yet again demonstrated its capabilities in executing projects swiftly and smoothly by delivering stiffly scheduled Moserbaer''s Patan Solar Plant in extremely tight span of 3 months and created a benchmark for itself. This project included design, manufacturing, transportation, installation and commissioning of 6 Bays of 66 KV Switch Yard, 25 KM of Cable Network, and 9 nos. of Inverter Station consisting of Inverter Transformer and MV Panels. Moserbaer felt extremely delighted with its association with Schneider Electric for having their expectations met even in very difficult situations.

* Felgura Graus India Pvt. Ltd.

Your Company has successfully commissioned Kakinada Port 5th Berth Conveyor Electric Package for coal handling system. Major supplies included HT Panels, Power/ Distribution Transformers, Field Devices, Cabling etc. This is a break through project for Your Company considering upcoming potential in Indian Port Market, which we entered into, with projects.

12. Services Activity

Services are the main focus area for the Company as they are the key differentiator in driving customer delight. Our service offers cover a wide range of products and solutions. With increasing complexity and requirements in the Electrical Network, lack of permanent skilled resources at site and demand for greater reliability, customers are keen to entrust consulting, maintenance, refurbishing, retrofitting & upgrading of their systems in the hands of experts. This distinctive need of the market is served through the Services Business.

Broadly, Services cover customer needs around the complete installation lifecycle and the portfolio includes "Comprehensive Services to improve performance of Customer Installation" such as Asset Management Program (preventive services contract, predictive services contract & extended diagnosis for ED Equipment), On Demand Maintenance (maintenance of equipment, spare parts & repairs), Modernization & Upgrade (retrofit & revamp solutions) and Installation Assessment (health check). An extensive network of service engineers & authorized Service Centers are deployed across the country to quickly respond to Customer calls.

Schneider Electric''s strong presence in Infrastructure, Power, Building, Industry and IT Segments coupled with our ability to offer Services cutting across these segments provides us a distinctive advantage to serve our Customers. Capability building is key to meet diverse needs of the market viz. minimal shutdowns while doing upgrades & retrofits, scaling up and completing critical projects during short annual maintenance breaks etc. The creation of a dedicated Services Business Unit has enabled this capability building and as the Services Market matures, our focus & preparedness takes us ahead of the curve. Composition of Services Business and the Business Model employed, makes it very attractive, in terms of Return On Capital Employed and Enhancing Customer Satisfaction.

Some of the major projects executed by Services Business in 2013-14.

* APCPDCL - Modernization of 70 Nos 33 & 11kV old Voltas Circuit Breakers. The job involved refurbishment of complete switchboard and augmentation of ratings from 1250 to 2000 A within same space and target time lines/shutdowns. The fixed version CBs have been replaced with trolley mounted CBs which are easier to maintain & service.

* Midhani - Capacity enhancement of 11/0.433 kV sub-stations by supplying and commissioning state of the art MV & LV Switchboards along with sandwich type LV Bus Trunking. The job was carried out in two phases within tight shut down schedules to have minimal disruption of power.

* NTPC Kahalgaon and Unchahar - Modernization of 63 old 11kV Russian Air Circuit Breakers, protection scheme modernization & upgradation and 77 old 11kV Voltas SF6 Circuit Breakers with Vacuum CBs. New VCBs are more compact compared to the existing ones and as such handling & maintenance will be much easier going forward.

13. Human Resources

Your Company strongly believes that people are one of its most valuable assets and therefore the Human Resource philosophy and strategy of Your Company is structured to attract and retain the best talent that encourages innovation and creates a work environment reflecting our core values (Care, Connect, Challenge and Commit).

Your Company engages effectively with its employees which are critical to building and sustaining a high-performing business and retaining talent. Various engagement initiatives have been introduced which included leadership connect, celebrations, festivals, recreational and sport activities, etc. in addition, rewards and recognition programs were initiated which were aimed at creating a culture of recognizing and celebrating performances, at multiple levels across the organization for individuals & teams.

In order to uphold the values of ethical conduct and compliance to our Principles of Responsibility Your Company ensured that all employees of the company and everyone who joined new undertook a detailed training and awareness program to familiarize themselves with the standards and expectations.

Your Company aligned all HR Systems and Processes such as Annual PMS, Mid-Year Performance Reviews, Career and Competency Reviews, Escalating People Reviews and trained all employees for effectively using the systems. A number of webinars were conducted globally and locally to promote awareness and knowledge to use all applications within the system These processes helped both Employees and Managers to work collaboratively, to work with clear objectives and measurements and to identify their development needs.

A comprehensive system of Talent Link Performance Tool was put in place with all HR systems in one platform. This also enables Employees to self update their profiles to promote their mobility across the organization. Your Company has built talent pool by recruiting fresh Graduate Engineers from Premier Engineering Colleges & Institutes in India and through need based lateral hiring.

Your Company took the next leap in the One Voice Survey results and reached higher ENPS (Employee Net Promoter Score) which was a consistent improvement from the previous year scores. The Employee Engagement Index and Action Awareness Score have also moved up substantially. This is a clear indication of the Employee acknowledgment for Organizational efforts.

The Human Resources Department complemented the Business endeavor of continued and sustainable growth by way of anticipating and planning future manpower needs through strategic workforce planning. Strengthen competencies in Leadership, Project Management, Smart Grid, Solutions and Services. Strive for HR Excellence: strengthen partnership with the business through HR competency growth and continuously improving HR processes.

Learning and development

Competency development of people continues to be a key area of strategic focus for us. Our learning and development initiatives during the year, were on the three E''s approach viz ''Education, Experience and Exposure''. Thus, all organized training sessions were based on competency reviews held by Managers, addressing real and critical needs for the organization. We conducted more than 2,449 man days training and covered more than 80% of employees. This not only included technical skill building training, but also interventions and workshops of change management and culture building.

Senior Managers underwent Global Leadership Programs, such as Leadership through Engagement and Execution Skills, run by International Trainers. Several of them participated in the Global Leadership Excellence Acceleration Program (LEAP).

Middle Level Managers were offered training on Leadership through Performance Management, so as to improve their skills in managing performance of their teams with effective feedback. We identified internal mentors and coaches for a subset of key talent and allocated mentors, who helped these young professionals, in turn hone their skills and apply the knowledge, effectively for their own development as well as Organizational benefit.

A selected Group of Professionals were nominated for FELIX and Edison Corporate Programs. Edison is the most coveted Technical Certification and Recognition Program for which few of your India Employees were qualified during the year.

In line with our continued efforts to improve the Solutions Business, Company has nominated sales and solutions Engineers and Managers for the Global Schneider Electric Energy and Solutions University Certification Program. Besides these programs, Employees were also nominated by their Managers for select public program and seminars.

A country wide Initiative "Chart your development" was launched. We had workshops across all regions enabling Employees to take charge of their development. The workshop focussed on creating a mindset change, by shifting the focus to Employee and helping them take charge of their development. During the workshop all processes, systems, tools and available resources, were shared along with clear roles and responsibilities called out in their journey of development, using role plays, games and interactive methods. This Workshop showcased a great collaboration between Learning and Development, Talent Management and Organization Development.

Internal Trainer Policy was designed and Internal Trainer Community formed, this was another key initiative that was launched to encourage and engage Internal Trainers towards common organizational goals, for Employee Development. The objective was to leverage the knowledge and experience inside Schneider Electric, in a planned and effective manner and help Internal Trainers attach a sense of pride for delivering training. The objective was also to motivate them to deliver their best and ensure only good quality training, get delivered by trusted Internal Faculty.

Our Company continued to promote and strengthen a culture of continuous learning at all levels, through the e-learning process. An intensive e-learning campaign was undertaken to create ''Champions'' who would drive this process. The Company closed the year with more than 4 hrs. of e-learning clocked per Employee. There was reward and recognition for those who completed, the prescribed e-learning modules, with maximum hours, every month which acted as a big motivation to other Managers to take a lead. By way of encouraging Employees to enhance their skills and knowledge, we not only created a learning environment where everyone valued continuous improvement as a way of life, but also improved the productivity and efficiency of our processes, by way of application of the acquired knowledge. During the year many employees undertook various courses online.

Principles of Responsibility (POR) deployment

POR is the reflection of our Company culture and the expression of our commitment to sustainable development. These principles govern our business decisions and activities every day. POR is a core document with local content in order to be as pragmatic and realistic as possible uniting our commitment to all our Stakeholders: Employees, Business Partners, Shareholders, Planet & Society. It helps Schneider Electric employees to know:

* What we must do

* What we cannot do

* What we should do

Your Company imparts POR training to all new joinees on their first day in the organisation and refresher training to existing employees during the year. All employees have gone thorough POR training by way of e-learning, face to face workshop and webinar based training. To reinforce the understanding of POR, many webinars were organized, at various locations across the country, for white collar personnels and face to face awareness sessions for blue collar employees in 2013.

Corporate Social Responsibility

The Company''s Corporate Social Responsibility activities reflect that Your Company is committed not only towards profitable growth but also towards society. Your Company is engaged in several initiatives towards environment, health and energy saving through various programmes like Uttarakhand Initiative and Luli week.

Uttarakhand Initiative

Last Year (June 2013), in the wake of Uttarakhand floods, SEIL pitched in to bring back electric supply in remote regions, rendered isolated, from grid after the natural disaster.

Your Company reached out to Uttaranchal Power Corporation Limited (UPCL) to offer complete support in helping them restore power supply in the region. UPCL requested for Your Company''s support in restoring power supply in three sub- stations severely affected by torrential rain and flood. Incessant rain and inclement weather without adequate power supply was creating havoc on the people of the region.

In a matter of hours a crack team was put together comprising 11 of our brave hearts who were entrusted with this critical project. Spearheaded by our engineers - Nitin Kapoor, Parsenjit Banerjee, Satyam Patel, Umang Alaiya and a core team of volunteers with varied skills including Bajrul Haq Mondal, Netrpal Singh, Govind, Raju, Ashok, Nalu and Suresh Kumar.

Between 19th June and 6th July, our team equipped with necessary testing tools and kits went about the job systematically, restoring power to these three sub-stations that were buried in debris, silt and flood waters.

The road to the sub-station was completely shattered and the team had to walk several kilometers to reach the Thatyur sub-station. The sub-station switchyard was completely filled with mud and stone. The operator room was completely destroyed and the control room was filled with water. Team took help from the locals to clear the transformer, switchyard and the control room. They were able restore power at Thatyur substation in four days.

The exceptional support of Your Company team was appreciated by the UPCL and the people of the Region.

Project highlights

33/11KV Sub-Station-Bhagwanpur

* Circuit Breaker & CT wiring rectified & rewired.

* Repairing of 33KV outdoor CB (make-Siemens). Testing of C&R Panel, Transformer, Breaker & CT, (Trafo Bay-1).

* Charging of 33/11kV 10MVA Transformer 33/11KV Sub-Station - Bindal.

* Repairing of 33KV outdoor CB & Isolator.

* Testing of C&R Panel, Transformer, CB (Make-BHEL), CT & Protection Scheme, (Trafo Bay-2).

* Charging of 33/11kV 8MVA Transformer 33/11 KV Sub-Station -Thatyur.

* Repairing of 33KV outdoor CB.

* Testing of C&R Panel, Transformer (2x3.15 MVA), CB (Make-Alstom), CT, PT & HT Cable.

(Trafo Bay-1).

* 11KV Panel back feed from Chamba Sub-Station Rectification in CB, PT & CT Wiring and Testing of C&R &11kV HT Panel done without help of any drawings.

Luli Week (1st - 5th July)

Luli is an International Mobilization Campaign launched by the Schneider Electric Youth Foundation in 1998 under aegis of Foundation de Franc. Luli dedicates a week to put the spotlight on local initiatives, celebrated by all Employees to support partnerships and promote employee engagement with the Foundation. It is usually held in the 3rd week of June across the globe. In India, Your Company organized a week-long celebration with the focus on the common goal of ''Helping people at bottom of the pyramid to change their lives'', by raising funds through various Employee Engagement Activities.

Like the last year, this year too it was one of the most memorable weeks for us at Schneider Electric Infrastructure Limited and was held between 01st-05th July, 2013 at all locations of Your Company.

The key highlights of Luli week for 2013 are:

* INR 8,93,505 funds collected through various activities.

* 21,429 Km were covered to save energy and raise fund under global initiative - Use your leg, where employees walked and took stairs instead of using vehicle and elevators.

* 136 Employees donated blood.

* 10 NGOs supported through organizing of sales and kind donations.

* More than 1,200 Employees participated in Luli Week.

* 30 Indoor and outdoor sports/activities organized.

* 122 Volunteered actively as Delegates and Volunteers.

Awards and Recognition

The initiative was well co-ordinated by the respective Regional and Site Delegates who competed for the Luli Rolling Trophy titled ''LULI CHAMPS'' initiated to mark Luli''s 12th Birthday. The winning location for ''LULI CHAMPS'' was Schneider Electric Infrastructure Limited - Naini location, coordinated by Site Delegate - Abhay Mishra and Abhishek Bundelkhandi. National Level Best Communication trophy won by Pallav Pathak, Schneider Electric Infrastructure Limited - Noida.

SEIL-Vadodara also won the prize for Best Fund Raising Unit-West.

14. Key Events of the Year

Inauguration of new manufacturing facility for Automation Product in Chennai

Your Company has inaugurated its New Manufacturing Facility for Automation Product in Chennai on 25th Nov, 2013. Top 25 Customers were invited to attend this event. Tree plantation was also part of inauguration ceremony and around 20 saplings were planted.

Customers were taken for a tour of the factory to showcase the entire range and manufacturing processes.

This is a second facility for Automation Products in Chennai after Noida. This facility will supplement the first automation factory in terms of adding capacity and will be more focussed on engineering and design, feeder automation, sub-station automation, etc

This factory is already accredited with various certifications like ISO 9001:2008, EHS14001:2004, OHSAS 18001:2007.

Annual production capacity estimated from this facility is around 3000 Nos. of complete sub-station Automation and Protection Panels.

To give more focus to the growing customer needs, Your Company has the:

* Automation Application Lab equipped to test all ranges of SE IEDs, IEC 61850 inter- operatability testing, sub-station Automation configuration & validation. This lab is accessible from remote locations as well.

* Global Training Centre to impart high-end training to Global & Indian Customers.

* IED Repair Centre for quick resolution ensuring minimum downtime.

ELECRAMA 2014

On 8th January, Your Company had kicked off our participation at ELECRAMA 2014 with the inauguration of our spectacular stall by Mr. Emmanuel Babeau, Deputy CEO, in-charge of Finance & Legal Affairs and Mr. Anil Chaudhry. Following the inauguration, a reception was held at IEEMA VIP Lounge for the Dignitaries, after which, the team moved on to attend the ELECRAMA Organizers'' Inaugural Ceremony.

Your Company had launched new products / solutions in the Indian Market on the first day of ELECRAMA 2014. Mr. Prakash Chandraker and the Marketing Team unveiled the Self-Healing Grid at the event.

Industry exhibition & conference on Transmission & Distribution sector, New Delhi

Your Company had participated in the Conference cum Exhibition on "Industry exhibition & conference on Transmission & Distribution sector", on 12th - 13th February, 2014, at the India Habitat Centre, New Delhi.

Mr. Sandeep Pathak, AGM was invited as Speaker to share his view and discuss on the topic - "Technological Improvements in the Power Transmission & Distribution Sector". It was attended by well known people from the Industry

The purpose of the Conference on T&D Sector was to provide a platform wherein the policy makers, regulators and the investors could brainstorm & delve deeper into the issues faced by the Industry and to identify the most effective measures and roadmap to accelerate the investments in the Sector. Also T&D Exhibition was intended to provide an opportunity for the Companies present in T&D Sector, to showcase their Products & Service offerings and share their innovative technologies with State Transmission & Distribution companies which will assist them in implementing state-of-art technologies to handle issues effectively.

Xperience Efficiency Yatra 2013

Your Company had participated in the celebration of Schneider Electric India (SEI) 50 Years of existence in India by embarking upon The 50-City ''Xperience Efficiency Yatra''. Presentations by Schneider Electric experts show casing Your Company products and solutions were made in 50 cities. The Yatra began with an evening event in Delhi on the evening of the 1st of October. Attended by over 300 key customers (55% of whom were business leaders and senior management personnel) the event saw predominant interest of customers for Your Company products and solutions. Bengaluru was the final destination for the amazing 50-City Yatra that traversed over 20,000 kilometers in 85 days.

Board Members visit to state of art R&D Facility

Your Company''s Board Member, Mr. Vinod Kumar Dhall Chairman, Mr. Ranjan Pant and Mr. V.S.Vasudevan Director of SEIL, had visited the state of art R&D facility for Smart City/Smart Grid Solutions in Noida. They were taken on a guided tour and explained in detail the process of solutions development and testing at this facility.

Schneider Electric Infrastructure Limited (SEIL) has won the 3rd position in Delhi Corporate Games

Your Company had participated in the Corporate Games at Siri Fort Stadium, New Delhi. Delhi Corporate Games started in India in 2011. This was the 3rd edition of Delhi Corporate Games in which Schneider Electric Infrastructure Limited had participated. This tournament was attended by National Level Players & Top Sports Athletes

Your Company has won two Bronze Medals in Table Tennis and in overall Team Performance

Your Company has bagged the 3rd Position in Division 3 (Division where 21-50 athletes were sent) after HSBC & IRCTC, leaving behind Major Giants like ONGC, ONGC Videsh, Punj LLoyd, etc..

Below are the two Bronze Medalist Teams from Schneider Electric

1. Vibhore Gupta & Umesh Tangnu (Men''s Double''s)

2. Shivani Joshi & Vaibhav Rathore (Mixed Double''s)

15. Information Systems and Technology

The primary IT activity during last year was to enhance IT infrastructure, where significant investments were made to improve the network connectivity and equip IT users with better devices.

Apart from this, various initiatives to mutualize IT operations were launched and are progressing well.

16. Finance

In the recent trend, finance is playing an imperative role in supporting business, decision making, performance management and controlling. Higher volumes of transactions and growing phase required a robust process to control and bring in conformity of all the activities.

The Company follows the Schneider Electric Group''s best practices of treasury for working capital management, optimising interest cost, trade finance and forex management. As a result of focused credit control, Your Company improved its net working capital.

The Company has strengthened its credit control function with close monitoring over the receivables. This has helped the company to bring down the debtors despite the tough credit conditions in the market.

The FISS (Finance Share Service) was strengthened further with additional tools, advanced technology and expertise in order to meet the challenges both in terms of meeting deadlines and to improve the finance efficiency.

17. Investor Relations

Your Company has a strong belief in communicating accurate and timely information to all shareholders; to build a long-term relation and confidence. The Company is putting best efforts to ensure the accurate and timely communication of information through conference calls, investor meetings and prompt reply to all stakeholders'' queries.

Management of Your Company also communicated the market condition, strategies, business segment and operational performance to give you transparent picture of company''s business activities through two way interactive conference calls.

Your Company understands and appreciates the significance to good Corporate Governance as an important step towards building investor confidence, improve investor protection and maximize the shareholder value. Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance have been included elsewhere in this Report as separate sections. A certificate from S.R. Batliboi & Co LLP, Chartered Accountants, New Delhi confirming compliance with Clause 49 of the Listing Agreement has also been included in the Annual Report.

18. Internal Audit

The in-house Internal Audit Department is responsible to provide reasonable assurance with regard to the effectiveness and efficiency of internal control system and processes. The in-house Internal Audit Department at the Company is an independent and objective function performing assurance and consulting activities, designed to add value and improve the Company''s processes. It helps the Company accomplish its objective by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes.

In order to supplement the audit assurance provided by in-house team; the Company had also outsourced some of the audit work to third party audit firms. The audit firms are expected to provide audit assurance on the end-to-end spectrum of the area/processes defined in the scope of work agreed with them. The audit plan for the year is based on business risk and Internal Control Assessment which is approved by the Audit Committee and Board of Directors of the Company. The Audit Committee does a regular review of the Audit Reports submitted by the Internal Auditors and an action plan for remedial actions is put in place. The Audit Committee is continuously apprised of the action plan status. The Committee also meets the Company''s statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems in the Company and keeps the Board of Directors informed of its major observations, if any.

In addition the internal audit has streamlined the audit methodology from inception, through fieldwork, to final reporting to fit in the COSO framework so that it is no longer incidental to our processes but provides the foundation for all our audit work. Integrating COSO in this manner has resulted in structured audit process, ensures that appropriate criteria are considered in key phases of each audit, and provides a trail to support the conclusions reached. All the five essential components of control environment, risk assessment, control activities, information communication and monitoring of COSO framework are considered while defining the control objective to be audited. The Company has set up a robust risk management and Internal Control assessment framework across the organization. This facilitates identification, assessment, communication and management of risk in effective manner.

19. Customer Satisfaction & Quality

In this dynamic world, the meaning of customer satisfaction is also changing, there is a evolution. Today customer satisfaction means exceeding the performance as well as exceeding the emotional expectations also. Therefore, in SEIL, we are leveraging all our processes and resources to give a signature experience to our esteemed Customers. We have identified a leading indicator i.e Customer Net Promoter Score measure to track the Customer satisfaction and Customer loyalty level. To measure the customer loyalty, SEIL has very robust process wherein we measure the Net Promoter Score on quarterly basis. Customer Net Promoter score is calculated based on the formula CNPS = - {% of Promoters (rating 9 or 10 on 10 point scale) - {% of Detractors (rating 0 to 6)} . All the detractors are engaged after the survey and their issues causing them discomfort are resolved pro-actively. The continues process of engaging with these Customers has enabled Your Company to achieve more than its targeted scores for Customer Satisfaction Level.

20. Present Status of Shareholding of Promoters

In order to achieve minimum 25% public shareholding in the Company in terms of Rule 19(2)(b) and 19A of the Securities Contracts (Regulation) Rules, 1957, read with Clause 40A (ii) (c) of the Listing Agreement, Energy Grid Automation Transformers and Switchgears India Limited (promoter) sold 7,479,178 equity shares of the Company (3.13%) in the secondary market by way of "Offer for Sale" of shares through the Stock exchange mechanism in the month of January, 2014.

Consequent to the said "Offer for Sale", the present shareholding of promoter group in the Company have decreased from 78.13% to 75%.

21. Directors

At the Third Annual General Meeting of Your Company held on 01st August, 2013, Mr. Vinod Kumar Dhall and Mr. Ranjan Pant, who retired and at the said meeting, were re-appointed as Directors.

On 11th June, 2013, Mr. V.S.Vasudevan was appointed as Additional Director and further appointed as Director at the Annual General Meeting of the Company held on 01st August, 2013. Ms. Rajani Kesari who was appointed as Additional Director w.e.f 22.05.2013 was appointed as Director at the Annual General Meeting of the Company held on 01st August, 2013. Mr. Javed Ahmad was appointed as Additional Director on 01.08.2013 and thereafter, resigned on 22.05.2014.

Mr. Alexander Tagger resigned from the Board, effective from 10th July, 2013.

The Board places on record its deep appreciation for the valuable contribution made by Mr. Alexander Tagger and Mr. Javed Ahmad during their association with the Company.

Brief Particulars of these Directors are given elsewhere in this Report.

Mr. Anil Chaudhry, Director retire by rotation and being eligible, offer himself for re-appointment. The Board recommends himself his re- appointment. Considering the background and experience of Mr. Anil Chaudhry, the Board is of the opinion that his appointment will immensely benefit Your Company.

Particulars of employees

A statement, as required under Section 217 (2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975 (as amended), is as a separate annexure which forms part of this report. However, in terms of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders excluding the aforesaid annexure and any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company. The company would then send the information to the concerned shareholder(s) who seeks such information.

Conservation of energy, technology absorption, foreign exchange earnings and out go

The particulars, as prescribed under sub-section 1(e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the annexure which forms part of this report.

Directors'' responsibility statement

In compliance of Section 217 (2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Directors of Your Company confirm:

* that the applicable Accounting Standards have been followed in the preparation of final accounts and that there are no material departures.

* that such accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of Your Company as at March 31, 2014 and of the profit of your Company for the year ended on that date.

* that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of Your Company and for preventing and detecting fraud and other irregularities.

* that the annual accounts have been prepared on a going concern basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance have been included elsewhere in this Report as separate sections.

Auditors

The Company has received a letter from M/s. S R Batliboi & Co, LLP retiring Auditors indicating their willingness to be reappointed as Auditors.

For and on behalf of the Board

Place: Noida Vinod Kumar Dhall Date: 22nd May 2014 Chairman


Mar 31, 2013

The Directors take pleasure in presenting herewith the Third Annual Report and Audited Accounts for tNAN r ended March 31, 2013.

FANANial Results

(Rupees Million)

Year ended Year ended 31.03.2013 31.03.2012

Sales and Services (Net) 13,104.13 13,491.92

Operating Profit before interest 137.66 771.41

(As percentage of net sales) 1.1% 5.7%

Interest, net 318.34 158.47

Operating Profit after Interest (180.68) 612.94

Restructuring and relocation costs Exceptional items (100.00)

Profit Before Tax (280.68) 612.94

Taxation (3.91) (215.29)

Profit After Tax (284.59) 397.65

Balance brought forward from previous year 246.56 (0.16)

Profit available for appropriations (38.03) 397.49

Proposed Dividend 95.64

Corporate Dividend Tax 15.52

General Reserve 39.77

Balance carried forward (38.03) 246.56

Dividend

No dividend has been declared by the Directors for the year ended March 31, 2013, due to inadequate profits.

Performance Review

- Performance analysis

Despite challenging market conditions in 2012-13, Your Company has shown resilience and a strong execution of its strategy in managing maintaining a leadership position in the medium voltage electrical infrastructure sector. The Infrastructure market overall has decreased in value as investment in key sectors such as Power Generation and Renewables have slowed down. Our orders have decreased by 7.7%. The order Intake rested at 13115 MINR compared to 14214 MINR last year. Our sales only decreased 2.8% thanks to a strong backlog, better execution and customer intimacy. The Sales valued at 13104 MINR compared to 13492 MINR in the previous year.

- Performance Highlights

Your Company has strengthened its position in the Infrastructure business as a key player with a strong portfolio of ''Smart'' products and solutions. We have also worked for further collaboration with the Schneider Electric Group to both widen our scope of offer, market coverage and also apply best practices to improve efficiency and decrease costs.

The company continued its focus on innovation, customer satisfaction, strengthening the local manufacturing / R&D capabilities and has built a new factory at Poonamallee, Chennai for Energy Automation. Your Company has won several prestigious contracts in Utility, Industry including in new segments like Transport, IT, Building etc. Your Company is also involved in the execution of Smart Grid projects including the prestigious project

The operating performance of the business during the year has been stable. However, it has been impacted by separation and integration costs incurred as a result of the legal framework we operate in, as well as further provisioning of older receivables, whose recoverability in the current market environment has become more challenging.

We believe we have dealt with most of the major issues, however, some operational or separation steps may still be required as per the governance process or legal framework, and may necessitate further extraordinary expenses. involving an advanced distribution management system for Temple city Puri.

During the year, the company launched several initiatives on employee engagement, training & development, etc to further improve employee competencies. Your Company''s energized and committed workforce is one of the most important assets that creates values for our customers and stake holders.

In a nutshell, the company continues to remain focused on generating sustainable and profitable growth for its shareholders, and would sincerely like to thank all the stake-holders, customers, and employees for their continued support and confidence in Schneider Electric Infrastructure Limited.

1. Our Strategy

Leverage the new energy challenges

Energy challenges are many: There is a growth in overall energy demand, raised energy prices, scarcity of natural resources, C02 emission reduction requirements, the integration of unpredictable and intermittent renewable sources of energy, increases in peaks of consumption and many other such concerns. We have developed a wide range of Medium Voltage and Automation products and solutions that provide managers of industrial plants, data centers, infrastructure, homes and buildings with significant levels of energy efficiency and savings. Our smart products, equipment, transformers, automation and smart grid solutions help electricity producers and distributors to improve the efficiency of their assets and to in turn, offer a better service to their consumers. This also contributes to the improvement in the operation of the grid and the reduction in investment in new generation capacity.

Build two complementary business models

Products and Solutions

Products and solutions are different and complementary business models and we aim to deliver profitable growth in both. In order to reinforce our leadership positions, we continue to target growth in our Medium Voltage and automation products business by creating new opportunities for distributors and direct partners in a win-win

relationship. We are also focused on growing our solutions business by reinforcing project execution and increasing our service revenues. We have developed reference architectures for our energy automation solutions in targeted end-markets in order to facilitate smooth integration of our products and speed up project design and execution.

2. Customer Satisfaction

Customer satisfaction is an integral part of your organization''s growth strategy. Every contact with Your Company should be a positive experience that makes all customers, no matter who they are or where they are located, feel understood and satisfied. This commitment is an important differentiating factor, and customer satisfaction surveys are regularly carried out. Customers also have access to online diagnostics and support services including training.

3. Connect, Schneider Electric''s New Company Program (2012-2014)

Your Company has adopted Schneider Electric''s new company program Connect. The new 3-year plan covering 2012-2014 includes four major initiatives:

- Connect to Customers: this initiative aims at further improving the performance of its business models in order to be a leader in products and in solutions, and to adapt the different dimensions of the customers and partners experience with Your Company.

- Connect Everywhere: this initiative is designed to identify key investment areas in new geographies.

- Connect People: the target of this transformation is to create a culture and an environment for the employee''s development and performance through enhanced levels of engagement.

- Connect for Efficiency: this initiative includes the actions aiming at profitable and responsible growth through industrial productivity, process efficiency and society at large.

^ 4. Smart and Futuristic Energy Efficient Solutions that your ompany has to offer

5 steps to make a city smart

1. Vision: setting the goal and the roadmap to get there

2. Solutions: bringing in the technology to improve the efficiency of the urban systems

3. Integration: combining information and operations for overall city efficiency

4. Innovation: building each city''s specific business model

5. Collaboration: driving collaboration with all stakeholders

The Challenges:

More and more people are dependent on energy as being integral to their daily lives. It''s an evolution. Everyday end user''s expectations are ncreasing in terms of reliability, quality of electricity supply. High ATC losses in India are also a challenge to address in efficient ways. Cities are where energy flows - oil and gas and electricity feed city life. Cities need to make their energy smarter: more efficient, reliable and green.

Solutions:

We deliver smart energy - today. Our solutions help save up to 30% energy across the electricity and gas distribution systems through our state-of-the-art automation solutions and real-time information management systems.

Your organization''s energy management services integrate demand side and supply side efficiently and help balance supply and demand across the network.

Smart Energy Solutions for Electric Utilities:

- Advanced Distribution Management System

- Load shedding schemes

- End-to-end smart metering solutions

- Geographic Information System - ArcFM Solution

- Weather Solutions for Utilities

- Weather Solutions for Renewables

- Renewable Smart Integration

Smart Energy Solutions for Oil & Gas

- Gas Utilities Operations Control and Information Management - Ensure reliability and safety of natural gas services, to better manage market demand

- Oil and Gas Operations Intelligence

- Gas Device Interface

- RealTime Gas

- Gas Measurement and Analysis System

- OASyS SCADA for Oil and Gas

The Challenges:

As populations grow and cities expand, it is essential to prevent flooding and provide clean and affordable water for consumption. Cities are where water is not always available but where people need it. Cities need to make their water smarter: more efficient, safe and available.

Solutions:

- Online network optimization

- Smart Water Networks

- Operating and Monitoring solutions

- Telemetry and Remote SCADA Solutions

( The Challenges:

As cities grow and expand, so will urban transportation systems - increasing traffic] congestion, threatening safety, wasting commuter time and valuable fuel, and adversely impacting the environment. And cities are where traffic flows

- cars, buses, metro-rails and trams epitomize city life. Cities need to make mobility smarter: more efficient, reliable and green.

Solutions:

We deliver smart mobility - today. From traffic and transit management systems that deliver real-time visibility across the entire transportation network to efficient and safe electric vehicles recharging infrastructure via tolling and congestion charging solutions, we deliver up to 20% reduction of travel time and traffic delays - to make everyday''s life faster for residents, commuters and visitors.

Smart Mobility Solutions for Transportation

- SmartMobilrty™ Traffic - Reduce urban traffic congestion and improve air quality through centralised, real-time adaptative traffic management

- SmartMobility™ Tolling - The answer for effective and accurate tolling

- SmartMobilrty™ Tunnel - Increase driver safety by responding quickly and effectively to infrastructure incidents or emergency situations

- SmartMobility™ Traffic for highways - Increase highway safety and improve traffic flow

- Solution for Integrated City Mobility Management - Improve citizen mobility through operational efficiency and smart information

- SmartMobility™ Traveler Information - The Ultimate in Traveler Information

The Challenges:

Citizens need ever-more information and support services from the city government - which also needs to ensure their availability to all, young and old, rich and poor, despite budgetary pressure. Cities and their citizens need and expect effective public services. Public services need to become smarter: more efficient, innovative and available to all.

Solutions:

We deliver smart public services - today. In addition to street lighting and security management, video surveillance and weather intelligence systems, loads of accurate, meaningful data can be pulled from the many urban systems and turned into useful information and innovative services for citizens. As the Public services and safety improve, so does life in the city, increasing its attractiveness and competitiveness.

Smart Public Services Solutions for Airports, Transportation, Healthcare, Security and Public Safely

The Challenges:

Operational expertise combined with real-time information management improves efficiency of urban systems. Smart integration is about making the sum greater than its parts. Real-time interconnected data will help city authorities to better manage and continuously optimize their systems, as data Hows across systems and can be fed back into them. Integration is an essential step to ''smart''.

Solutions:

We deliver smart integration - today. Integration of operations and information further optimizes overall city efficiency. Creating connections between the different operating systems provides the tools, dashboards and intelligence so that the city government can improve city efficiency so that citizens and companies can get better information and services. Your organization also provides solutions for smart integration of renewable energy plants.

5. Smart Solutions for End User Segments

The Challenges:

- Reliability and Quality of power supply

- Balancing demand and supply

- Grid security

Solutions:

Your organization''s open architecture automation, sub-station solutions with primary & secondary equipments, transformers, protection relays, fault passage indicators etc make the grid more efficient, more flexible and more secure.

- Improving service continuity while absorbing increasing demand and peak loads

- Connecting and managing more green and volatile energy smartly

- Delivering better quality power while drastically reducing network losses

- Operating the grid safely and securely

- Delivering greater visibility and decision-making tools at enterprise level allowing to improve CAPEXandOPEX

The Challenges:

Due to physical size of operations and often extreme conditions, the O&G industry is challenged daily with maintaining energy reliability and availability. To ensure safety, security and reliability while protecting its bottom line, industries need intelligent solutions to monitor, control and optimize their assets.

Solutions:

As experts in the Oil and Gas industry, your organization provides customized solutions which are safe and reliable and continuously provide high levels of productivity. From innovative power distribution solutions comprising Transformers, Switchgears, visual Monitoring, Systems and Power supply to Scada and advanced control solution for onshore extraction, refinery and pipeline management systems, Your organization''s solutions are able to improve the decision making process and deliver benefits at enterprise level. We also offer E-houses for offshore and onshore production systems.

Oil & Gas Upstream (extraction)

- Modernization solutions

- Telemetry and Remote SCADA Solutions

- Onshore scattered oil field pump automation

- Gas Production and Operations Control and Measurement - Advanced data management serves operations and business efficiency

- Liquids Production and Operations Control - Advanced data management serves operations and business efficiency

- Subsea power distribution module

Oil & Gas Midstream {transportation & storage)

- Pipeline Management System

- Operating and Monitoring solutions

- PlantStruxure

- Telemetry and Remote SCADA solutions

- Fast Load shedding solutions

Oil & Gas Downstream

- Operating and Monitoring solutions

- PlantStruxure

- Energy management solutions

- Process safety solutions

- CCTV, surveillance, video analytics protection, asset management system

^ 6. Our Smart Products for Smart Solutions

Substation Control System

- Pacis 5

Scaleable EC 61850 based Substation Control Systems 600 in service since 2002

Feeder Automation

- FLITE & FLAIR

Fault detectors tor overhead and underground networks

-SMART RTU

Control units for MV substations and overhead switches with a high level of integrated functions

Large RTU/Bay Control

- Modular Substation Computer for flexible operation (RTU, Bay Controller etc.)

Medium Voltage offerings

PIX-MV, PIX-C & PIX-36

- Offerings covering the entire Medium Voltage range upto 33 kV

- Indoor switchgear applications in segments including Industries, Utilities, Power plants

- Compact width of cubicles starting from 600 mm for 11 kV and 1000 mm for 11 kV

» Tested and designed as per latest IEC 62271- 100 & 62271-200

- Metal-enclosed switchgear, loss of continuity category LSC 2B-PM, tested for Internal Arc faults, qualification IAC AFLR

Ringmaster

- Touch proof/completely shielded SF6 tank

- Cable testing facility without disconnecting the cables from cable chamber (on customer request)

- Internal arc AFLR of 21 kA 1 sec since the pressure relief device is at the top of the tank

- Motorization within a minute and complete isolation from the remote

- Lesser gas leakage points due to moulded construction

FBX

- Up to 24 kV, 630 A, 21 kA/3sfor11 kVand 20 kA/3s for 11 kV Also, available as 11 kV for1secfor11 kVRMU

- Up to IAC21 kA, O.lsAFL for Indoor, 0.2s AFLR for Outdoor

- Available in various versions: Compact (FBX-C), Extensible (FBX-E), Indoor & Outdoor (IP54 protection)

- Manual or Motorized Operation.

- Switching and insulation in sealed-for-life SF6- gastank

- Continuity of service LSC2A

- Compliance to IEC 622271 -200 & local standards

- Versatile to fit most applications and also available with FRTU & SCADA connectivity options

Gas-insulated switchgear GHA/WS

- Modular design, suitable for Single & Double Bus Bar System

- Touch proof, rapid and safe on-site assembly

- User-friendly operator interface with great variety of cable connection options

- GIS (GHA) with no gas handling required at site makes it environment friendly

- Hermetically sealed, gas insulated switchgear with all live parts in protective gas area (WS)

- Rated voltage upto 40.5 kV current upto 4000A (2BB), STC upto 40 kA for 3 sec

BIOSCO IN 10 & BIOSCO IN 16

- Tested as per EC 62271 -202

- Internal Arc tested solutions ensures public and operator safety

- Range IN10 - upto 22 kV 1000 kVA, IN 16-upto 33kV1600kVA

- HV side with RMU, LV side with ACB & MCCBs

- Oil type & Dry type Transformer with optional HT metering & LV APFC panel

- Manufactured, assembled and tested in the factory & delivered ready to be connected

EHouse

- Complete switchrooms comprising both MV & LV Switchgear plus other equipment like UPS, SCADA, VSD etc

- Fully factory equipped and tested, shipped to site in transportable sections

- Economical & FAST Site Installation, simplified commissioning

- Increased RELIABILITY, due to assembly/testing/ quality control in factory

- Reduced exposure to fatal RISKS in unsafe areas

- Less Reduced ENGINEERING costs, cmI costs - easy repeatability

- Design engineered by the PRODUCT Specialists

MPT: Minora Power Transformers (from MVA till 100 MVA)

Miners MP oil-immersed medium voltage power transformer is dedicated to all applications up tc 100 MVA and is designed to meet your needs. Our broad range for Minera MP transformers includes:

- Three phase units (single phase available on request)

- Ratings up to 100 MVA, 50 or 60 Hz

- Breathing or sealed type

- A wide range of accessories

- High capacity cooling options such as ONAN, ONAF, OFAF, OFWF or others upon request

- Standard or low noise levels

- Off-circuit tap changer (OCTC) or on load tap changer (OLTC)

Minera Oil - Immersed Distribution Transformers

Our standard range of Minera transformers is available as:

- Three phase units (single phase available on request)

- With ratings up to 4 000 kVA, 36 kV, 50/60 Hz

- With conservator or hermetically sealed type

- Ground, pad Mounted

- Naturally cooled (ONAN), air forced (ONAF) or other type of cooling upon request

- With normal or low noise or loss levels

Tribal - Dry Type Cast Resin Transformer - C3*

Lowest ambient temperatures:

- Operation - 50C

- Storage/Transport - 50C (*C2 Thermal shock test carried out at - 50)

-E3

- Nearly Total condensation or heavy pollution or combination of both

- Abnormal level of humidity up to 95%

- According to new EC 60076 -16 Standard

-F1

Transformers subject to a fire hazard:

- Self - extinguishing transformer fire

- Restricted flarnmability required

- Limited formation of fumes

- Limited contribution with calorific energy to the source of fire

- Maximum level of partial discharges measured during special test according to EC 60076 - 11 standard

- Resistant, Safe, versatile Economic & Compact

^ 7. Solutions Centre Activity

The Solution Centre provides a complete range of electrical solutions for oil & gas, industries and utilities, from substations to complete power distribution systems. Our greatest strength is in our expertise of handling projects from the concept stage to completion. We perform design and engineering, manufacturing and supply of products, erection, testing and commissioning. We also provide extended warranty and long term maintenance support. Our range of offerings vary from Intake/ evacuation sub-station, electrical balance of plants, electrical distribution systems,

medium and low voltage packages. We also offer customised packages for specific needs, power distribution for infrastructure and other solutions. The Solution centre delivers projects giving the customer the benefit of a single management interface backed with an efficient and competent team experienced in engineering and execution of various packages specific to customer needs. We are committed to deliver high quality turnkey electrical projects that are efficient, EHS compliant, safe, reliable and meet Indian and International standards.

Major Orders

In the Solution business, Schneider Electric has won several orders:

- SEPR Refractories India (a Sanit Gobain subsidiary) worth 77 MINR for supply, installation, testing and commissioning of 110/11 kV Sub- station with 2 nos. 16/20 MVA transformers, 2 nos. 3MVA furnace transformer & 11 kV switchgears

- Megha Engineering and Infrastructure Limited project worth 122 MINR involving supply, installation, testing and commissioning of eBOP for 50 MW solar thermal power plant at ananthpur, Andhra Pradesh, involving GCB, GT, UAT, ST, 4 nos. 132 kV bays, SCADA, LT & HT switchgear, busducts & associated earthing, lighting, cabling etc.

- Mahindra Solar One worth 76 MINR for supply, erection, testing, commissioning and civil works of 132/33 kV switchyard for 55 MW solar power evacuation at Phalodi, Jodhpur, including 132/33 kV, 31.5/35 MVA power transformers

- Mahindra EPC worth 80 MINR for supply, erection, testing and commissioning of 0.4/33 kV pooling stations and 33 kV evacuation station for 20 MW 10 MW units at Phalodi, Jodhpur

- Linde Engineering India Private Limited a/c Engineers India Limited worth 57 MINR for supply, erection, testing, commissioning of 3

bays 110/6.9 kV switchyard with 2 nos. 16/20 MVA transformer & 6.6 kV switchgear at Padur, Karnataka

- Bhutan Power Corporation Limited worth 109 MINR for supply, installation, testing and commissioning of 33/11 kV substation including 33 kV GIS, 5 MVA Transformers & civil works at Deisel Power House and Babesa, Thimpu.

- Tata Projects Limited worth 125 MINR for supply, installation, testing and commissioning of 7 bays 220 kV switchyard for 1x388 MW gas based CPP in Raigad

- Renewable Energy Generation Private Limited worth 140 MINR for supply, installation, testing, commissioning and civil works for 2x100 MVA, 220/33 kV substation for wind farm at Paruthiyur, Tamilnadu involving 4 nos. 220 kV bays and 12 nos. 33 kV bays.

- Mishra Dhatu Nigam Limited (under Ministry of Defence) worth 136 MINR for supply, installation, testing and commissioning of 132 kV, 4 bays switchyard with 2 nos. 40 MVA Transformer & 11 kV load block switching stations

- Orders from various customers viz Refex Energy, Felguera Gruas, IL&SF, HCL Technologies, Angre Port, Bharat Oman Refineries, Procter & Gamble, Honda Cars etc.

Major Solution Business Milestones in 2012-13

- NTPC Ramagundam

Solution centre recorded a break through after successfully commissioning of transmission bay

- Gita Power & Infrastructure Pvt. Ltd.

Solution Centre has successfully commissioned the transmission bay

- Moserbaer

Schneider Electric executed 3 major Moserbaer solar plants being developed for a. Ujjawala Power, b. Responsive SUTIP & c. Chattal Construction where the scope involved 66/11 kV main evacuation substation and 11/0.3 kV pooling stations with associated cabling and other works. Schneider Electric undertook the mountainous activity of erecting and commissioning Chattel Project and successfully completed within 15 days and Ujjawala project in 30 days.

- Mahlndra Solar One

Mahindra Solar One entrusted Schneider Electric for AC Electricals 55 MW solar plant at Jodhpur which Schneider Electric completed in scheduled duration, meeting the customer''s expectations. The Scope included 2x31.5/35 MVA, 132/33 kV pooling substation with civil works. The project also included AC evacuation system for 30 MW Solar PV power plant involving 33/0.3 kV AC evacuation substations with associated cabling, for which Mahindra EPC placed a separate order

- Uttar Gujarat Vij Company Limited (UGVCL)

Solution Centre executed UGVCL project for conversion of over-head power distribution network to underground power distribution network in the area of Ambaji sub-division of Palanput - II division. The project included Supply, Erection, Testing &

- Wipro a/c NTPC Dadri

This is the first project of NTPC into Solar power generation, Wipro placed the order with Schneider Electric to execute 33 kV AC evacuation system

Commissioning of 11kV distribution system involving 59 nos. 11/.415kV substations & more than 22 kms HT cabling. The team ensured smooth execution with all safety & quality standards maintained.

for 5 MW solar power plant & 220/33 kV and a 5 MW bay at the main Switchyard of NTPC, Dadri.

^ 8. Services Activity

Services are a focus area for the company and a key differentiator in driving customer delight. Our value added service offers are built around our comprehensive basket of product and solutions. With increasing complexity of the electrical network, lack of permanent skilled resources at site and demand for greater reliability, customers are keen to entrust consulting, maintenance, refurbishing, retrofitting & upgrading of their systems in the hands of experts. This distinctive need of the market is served through Your Company''s Services Business. Broadly, Services cover customer needs around the complete installation lifecycle and the portfolio includes "Comprehensive Services to improve performance of customer installation" such as Asset Management program (preventive services contract, predictive services contract & extended diagnosis for ED equipment), On Demand Maintenance (maintenance of equipment, spare parts & repairs), Modernization & Upgrade (retrofit & revamp solutions) and Installation Assessment (health check). An extensive network of service engineers & authorized service centers are deployed across the country to quickly respond to customer calls.

Schneider Electric''s strong presence in Infrastructure, Power, Building, Industry and IT segments coupled with our ability to offer Services cutting across these segments provides us a distinctive advantage to serve our customers. Capability building is key to meet diverse needs of the market viz. minimal shutdowns while doing upgrades & retrofits, scaling up and completing critical projects during short annual maintenance

breaks etc. The creation of a dedicated Services Business Unit has enabled in this capability building. As the Services market matures, our focus & preparedness takes us ahead of the curve. Composition of Services business and the business model employed makes it very attractive in terms of Return on Capital Employed and enhancing customer satisfaction.

Some of the major projects executed by Services Business in 2012-13

- PSPCL Bhatinda for the refurbishment of 67 nos old ASEA and Kirloskar Circuit Breakers. The commissioning was carried out in a short span considering the criticality of the installation in terms of DCS & interlocking schemes and narrow shutdown timelines.

- Hotel Oberoi, Bangalore for refurbishment & upgradation of Main LT & DG AMF Panels inclusive of all advance interlocks between EB and DG sources. The work was carried out by carefully ensuring power supply availability for critical feeders by providing a temporary power supply panel.

- MESCOM-Maintenance contracts side, a prestigious annual maintenance contract was won for 301 nos Auto Reclosures & Sectionalisers including spares & consumables for a period of two years in Mangalore.

- Fertilizers & Chemicals Travancore (FACT) has placed an order for replacement of old 21 nos. HT Oil Circuit Breaker panels with new state of the art Vacuum Circuit Breaker panels at their Cochin Plant. These panels are scheduled to be replaced in their upcoming annual shutdown.

^ 9. Human Resources

The year 2012 was a year of actions. We spent our energy and efforts in harmonizing and mutualizing our resources, organization and functions for higher synergy. During the year, Your Company undertook several successful initiatives towards strengthening its ''Employer of Choice'' positioning among new and existing talent. We completed the revamping of our employee manual and updated our policies to ensure that we are consistent and aligned with our Parent Organization. Over all, during the year we reviewed and refreshed all major HR policies that included Performance Management, Travel, Job grading and succession planning. In continuation of our retention plan for long term engagement of vital talent we identified key talents who were offered a deferred bonus spread over a few years, This plan was well received and provided employees enough challenges in terms of stretched objectives and corresponding rewards that were linked with the concerned employees own performance and the overall performance of the organisations for the agreed years.

In order to uphold the values of ethical conduct and compliance to our Principles of Responsibility Your Company ensured that all employees, undertook a detailed training and awareness program to familiarize themselves with the standards and expectations of the Group.

Learning and Development

The focus on learning and development of resources continued and our Learning and Development initiatives during the year were on the three Es approach viz ''Education, Experience and Exposure''. Thus, all organized trainings were based on competency reviews held by managers addressing real and critical needs for the organization. Your Company conducted more than 6000 man days training and covered almost all employees for various programs. This not only included technical skill building trainings but also interventions and workshops on change management and culture building.

Senior managers underwent Global Leadership Programs such as Leadership through Engagement and Execution skills, several of them participated in the Global Leadership Excellence Acceleration Program (LEAP).

Middle Level Managers were offered training on Leadership through Performance Management, so as to improve their skills in managing performance of their teams with effective feedback. We identified internal mentors and coaches for a subset of key talent and allocated mentors, who helped these young professionals, hone their skills and apply the knowledge effectively for their and the organizations development and benefits.

A selected group of professionals were nominated for FEUX and Edison corporate programs. Edison is the most coveted technical certification and recognition program for which some of your Indian employees had qualified for the year. Career workshops were conducted for key talents to help them understand their own competencies and preferences. This also provided them with a chance to better understand possible opportunities across the company and the competencies required for the same. Employees were provided professional guidance to create their Individual Development plans in consultations with their Managers. Your Company provided many employees the opportunity to take up higher roles & responsibilities by way of internal mobility. In line with our continued efforts to improve the solutions business, Your Company has nominated sales and solutions engineers and managers for the Global Schneider Electric Energy and Solutions University Certification Program. Besides these programs, employees were also nominated by their managers for select public program and seminars.

Your Company continued to promote and strengthen a culture of continuous learning at all levels through the e-learning process. An intensive e-leaming campaign was undertaken to create Champions who would drive this process. Those who completed the e-leaming modules received awards, which were a big motivation to other managers. By way of encouraging employees to enhance their skills and knowledge we not only created a learning environment where everyone valued continuous improvement as a way of life but also improved the productivity and efficiency of our processes by way of application of the acquired knowledge. During the year more than majority of employees undertook various courses online.

Integration, Restructuring & HR

Your Company aligned all HR systems and processes such as Annual PMS, Mid year Performance Reviews, Career and Competency Reviews, Escalating People Reviews and trained all employees for effectively using the systems. A number of webinars were conducted globally and locally to promote awareness and knowledge to use all applications within the system. These processes helped both employees and managers to work collaboratively, to clear objectives and measurements and to identify their development needs.

A new and more comprehensive system of Talent Link Performance tool was put in place with all HR systems in one platform. This also enables employees to self update their profiles to promote their mobility across the organization.

Your Company took the next leap in the One Aoice Survey results and reached high ENPS (Employee Net Promoter Score) which was a consistent improvement from the previous year scores. The Employee engagement score did remain the same but the Action Awareness Score moved up substantially. This is a clear indication of the employee acknowledgment for organizational efforts.

The attrition levels were contained and for the last one year the attrition also continually declined. This was at a time when the external talent market was still experiencing high attrition.

Company has a policy to bring young talents into the organization and nurturing them for its future growth. Thirty Five Graduate Engineer Trainees (GETs) joined the organization in July 2012 from 11 top rated engineering institutes across the country. This includes 20% female GETs supporting company''s vision to have balanced gender diversity in the organization. All GETs went through a structured induction & orientation program prior to their placement at various units.

The Company engaged Great Place to Work Institute to help assess organization culture and engagement levels of employees. As part of the project they conducted a survey to seek feedback from employee at large. We recorded 80% participation from the targeted group and received very good qualitative and quantitative data. Based on the inferences from the same a two day leadership workshop was conducted to identify the key priorities for creating a "GREAT PLACE TO WORK". We are now working on executing the plan for percolating the priorities and engaging the employee at large.

A new and more comprehensive system of HR Bridge was put in place with all HR systems in one platform. This also enables employees to self update their profiles to promote their mobility across the organization.

3 Year HR strategy with specific innovative action plans put in place in line with business plans.

The Human resources function was reorganized based on the 3 pillars concept of the Global Business Model viz. HR Business Partners, HR Solutions and HR Operations. HR Business Partners worked closely with business leaders on their strategic objectives while HR solutions, who are specialists for talent management and reward solutions and HR Operations supported in sourcing of Talent, HR services, Payroll etc.

It is a matter of great pride that in spite of all the challenges of transition and carved-out Your Company maintained trust and confidence of employees throughout this phase. All employee benefits schemes like Group Medical Insurance and Life Insurance Policies, Preventive Health Check were reviewed during the year and extended to employees. This is a continuous effort to get better benefits for employees at optimum costs.

The Human Resources Department complemented the business endeavor of continued and sustainable growth by way of anticipating and planning future manpower needs through strategic workforce planning. Strengthen competencies in Leadership, Project Management, Smart Grid, Solutions and Services. Strive for HR excellence: strengthen partnership with the business through HR Competency Growth and continuously improving HR Processes

Principles of Responsibility (POR) Deployment

POR outline the legal and ethical principles that must guide all of us in our work. POR is a core document with local content in order to be as pragmatic and realistic as possible uniting our commitment to all our stakeholders: Employees, Business Partners, Shareholders, Planet & Society. It helps Schneider Electric employees to know:

- What we must do

- What we cannot do

- What we should do

POR was deployed across the organization during 2012. All white-collar employees undertook an e- leaming module on POR followed by participating in face to face workshops to have clear understanding of POR. Many workshops were organized at various locations across country for white collars and multiple awareness sessions were organized to ensure all blue collar employees were well aware of the "Principles of Responsibility" and guide themselves accordingly.

Corporate Social Responsibility

In pursuit of its Sustainable Development goals, Company is committed to Corporate Social Responsibility (GSR). Our business units provide pro-active support for local projects of social and cultural interest, with continued active participation from the employees.

Blood donation camps were organized at various locations during which employees donated blood. Appreciation was also received from Medical Association & Lions club recognizing employees'' service towards humanity and the nation.

Towards education outreach, company facilitated industrial visits for engineering students and exposed them to our manufacturing process. Many students of Engineer & Business Management courses got benefited through their summer internship. Many of your Senior Leaders reached out to the academia and helped the universities and Engineering colleges in improving their curriculum as well as teaching capabilities. More than thousand students benefited by listening and engaging with our professionals who visited campuses across the country with the intention of giving back to the society.

Luli Week

Luli is an international mobilization campaign launched by the Schneider Electric Youth Foundation in 1998 under aegis of Foundation de Franc. Luli dedicates a week to put the spotlight on local initiatives celebrated by all employees to support partnerships and promote employee engagement with the foundation. It is usually held in the 3rd week of June across the globe.

In India, Your Company organized a week-long

celebration with the focus on the common goal of ''Helping people at bottom of the pyramid to change their lives'', by raising funds through various employee engagement activities. It was one of the most memorable weeks for us at Schneider Electric Infrastructure Limited and was held between 11th -15th June, 2012 at all locations of Your Company.

The key highlights of Luli week for 2012 are:

- 122 Employees donated blood

- 8 NGOs supported through organization of sales and kind donations.

- More than 1050 Employees participated in Luli Week

- 40lndcorandoutdoorsports/activitiesorganized

- 102 Volunteered actively as delegates and volunteers

The initiative was well coordinated by the respective regional and site delegates who competed for the Luli Rolling Trophy titled ''LUU CHAMPS'' initiated to mark Luli''s 11 th Birthday. The winning location was Schneider Electric Infrastructure Limited - Kolkata location, coordinated by Site Delegate Sharad Aggarwal, Gaganendra Thakur and Sabysachi Mahapatara. The National Level Second Prize for Local Communication won by Pallav Pathak, Schneider Electric Infrastructure Limited - Noida. SEIL-Vadodara also won the Second prize for Best Site for supporting Luli Week.

10. Various Key Events of the Year

Board Members Visit to state-of-the-art R&D Facility

Your Company''s Board Member, Mr. Vinod Kumar Dhall, Chairman and Mr. Ranjan Pant, Director of SEIL, had visited the state of art R&D facility for Smart City/Smart Grid Solutions in Noida. They were taken on a guided tour and explained in detail the process of solutions development and testing at this facility.

Technical Day (Customer Meet) at Vadodara Facility

Your Company had organized a Customer Meet at its Vadodara Facility on 26th Feb, 2013. The main focus of the event was to enhance and create deeper relationships and partnerships by showcasing the global technological innovations in the field of energy efficient products & solutions. There were close to 100 customers flown down from across India. Influencers, Decision Makers and Senior Management from organizations such as NTPC, CESC, HPCL, Tata Power, IOCL, L&T and Reliance Infrastructure, etc were at the event. The event was effectively used as a platform to showcase Solar, LV Equipment and Energy Management Service offers.

Customers were taken for Factory tour in second half of the day and shown the various products on shop floor of Equipment and Transformer Factories. There was a separate Live demo area was created to demonstrate the different products and solutions like TVDA, Pacis, RMUs, GIS, etc.

4th Annual Conference on Smart Grids in India, New Delhi

Your Company participated in the 4th Annual Conference on Smart Grids in India (Upcoming Projects: Issues and Opportunities) on FEB 27th & 28th, at the Imperial Hotel, New Delhi, organised by Powerline. The mission of this conference was to highlight the proposed smart grid pilot projects, discuss key issues and challenges as well as potential solutions and strategies. The conference also showcased the most appropriate technologies and noteworthy projects.

Seminar - Revamping Gurgaon''s Electricity Sector, Gurgaon

Your Company participated in the conference on REVAMPING GURGAON''S ELECTRICITY SECTOR (Towards Private Participation, Smart Grids and Solar), on FEB 20th at The Palms, Sushant Lok-I, Gurgaon, organised by Gurgaon

First. Schneider Electric was the lead sponsors for this event, with a good visibility of the brand on the podium, conference area and other strategic locations.

Product Launch - PREMSET

Your Company has launched the revolutionary MV Switchgear, Shielded Solid Insulation System type PREMSET in Mumbai, followed by Vadodara, Delhi and Pune. The feature and benefits of Premset were explained in detail by different leaders and about its unique 2SIS Technology, Safety, Low Maintenance, extremely Compact dimensions, flexibility & modularity. They also explained lucidly and the Premset applications for market segments

like Buildings, data centers, Hotels, Hospitals etc. were made clear. The event was attended by more than 700 target customers in all cities from different cross section of business community i.e. Consultants from Buildings & Industry, End users - Builders, Industry, and Utility, etc. appreciated this breakthrough innovation from Schneider Electric.

Smartelec Conference

In its continuous effort to promote and encourage development of Smart Product & Solution, GETCO organized a Smart grid conference named "Smartelec 2013"

The objective of this two day conference was to come up with brainstorming ideas, views & thoughts to be presented by experts of Power sector.

GETCO invited technological papers by industry experts; academia & consultants.

Mr. Sandeep Pathak, submitted a paper on "Decentralized Serf Healing Solution for Distribution Grid Automation - A step ahead for Indian Utilities". It was a proud moment that his paper got selected and was presented in this conference in the presence of the major influencers of the industry and more than 500 customers.

Mr. Sandeep Pathak also presented a paper on "Smart Grid" at Gridtech 2013.

PCIC2013

Petroleum & Chemical Industry Conference (PCIQ is the premier European forum for the exchange of experience in the practical application of electricity and instrumentation in the petroleum, chemical and pharmaceutical industries, including all upstream and downstream activities.

A RAJESH of your organization, in his paper, at the 10th PCIC international conference, introduced an Intelligent load shedding application

implemented in an oil & gas refinery by your organization to the audience. This is a truly modem, fully interoperable, EC 61850 compliant application that provides fast and optimum load shedding with a built-in powerful prediction approach to manage the larger sub-networks. Unlike conventional approach where the aim is to shed the loads, this solution is aimed at supplying the critical loads based on the real time topology, analogs, operating conditions & dynamic priority settings.

11. Information Systems and Technology

The primary IT activity during the last year has been carve-out of the IT infrastructure and applications of Areva T&D (now Alstom T&D) between Alstom and Schneider Electric, subsequent to the transfer of the Distribution business.. This project has been successfully completed, and the separated IT infrastructure of the de-merged entity, SEIL is fully operational.

12. Finance

Finance is a very vital function for the operations of Your Company. In complement to strong historical practices, Schneider Electric Global tools and processes are implemented in combination with energetic and enthusiastic staff to achieve optimum efficiency of this function.

Following Schneider Electric guidelines, certain Finance functions like treasury, audit, reporting, taxation, finance shared services, credit, were mutualised across all Schneider Electric entities in India to follow uniform practices and to bring cost effectiveness across a larger scale. This has resulted into reduction in cost with efficient utilisation of resources, and better skills, taking advantage of best practices.

In terms of further strengthening the internal control environment, the Key Internal Control (KIC) process

established last year has started giving good results in making sure all internal control guidelines are continuously followed, regularly monitored by Management, and policies updated as and when necessary.

The FiSS (Finance Shared Service - formerly called FSSC) has matured well during the year and handled transactional finance activities more efficiently. More tools were implemented for smooth and efficient processing of transactions. More focus was given for training of employees on system, processes, and controls which resulted into efficient functioning, with the view of expanding the scope of its activrtiesm in relation with integration with the best practices of the Schneider Electric Group.

^ 1 3. Investor Relations

Last year was a momentous year for Your Company as it held its first AGM and also published its first annual report, after being listed in March 2012. The management of Your Company are appreciative of the fact that need for information and communication among shareholders will be high considering the fact that Your Company got listed quite recently. Your Company made all efforts in this regards by making sure to have a strong investor relations function in place. Senior Executives of the Company held investor conference call based interactive sessions to discuss the progress and performance of the Company. This is in keeping with our intention to be transparent to the investing community and to keep them abreast of the appropriate and material information on a timely basis.

14. Internal Audit

Your Company has in place, a system of internal audit designed to provide reasonable assurance with regard to the effectiveness and efficiency of operations, reliability of financial reporting and compliance with applicable laws and regulations. The in-house internal audit department of Your Company is an independent and objective function performing assurance and consulting activities designed to add value and improve the Company processes. It helps Your Company to accomplish its objectives by bringing a systematic and disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes. The audit team maintains an independent status within the Company. In order to supplement the audit assurance provided by in-house team; Your Company had also out sourced some of the audit work to third party audit firms.

The deliverables of appointed audit firms expected them to provide audit assurance on the end-to- end spectrum of the area/processes defined in the scope of work agreed with them. The audit plan for the year is based on business risk and Internal Control assessment which is approved by the Audit Committee and Board of Directors of the company. The Audit Committee does a regular review of the Audit Reports submitted by the

Internal Auditors and an action plan for remedial actions is put in place. The Audit Committee is continuously apprised of the action plan status. The Committee also meets the Company''s statutory auditors to ascertain, their views on the adequacy of internal control systems in the Company and keeps the Board of Directors informed of its major observations, if any.

In addition the internal audit is also in the process of streamlining audit methodology from inception, through fieldwork, to final reporting to fit in the COSO framework so that it is no longer incidental to our processes but provides the foundation for all our audit work. Integrating COSO in this manner will add structure to the audit process, ensures that appropriate criteria are considered in key phases of each audit, and provides a trail to support the conclusions reached. All the five essential components of control environment, risk assessment, control activities, information communication and monitoring of COSO framework is considered while defining the control objective to be audited. Your Company has set up a robust risk management and Internal Control assessment framework across the organization. This facilitates identification, assessment, communication and management of risk in effective manner.

15. Customer Satisfaction & Quality

During the year under review, Your Company had launched the quarterly customer satisfaction surveys through third party customer contact centres. The surveys were undertaken to identify unsatisfied customers, and who were not willing to recommend the products and services of Your Company to their friends and colleagues. Your

Company has prioritized resolving the pending issues and have done its best to convert the unsatisfied customers to happy ones. The continuous process of engaging with these customers has enabled Your Company to achieve more than its targeted scores for Customer Satisfaction Level.

16. Present Status of Shareholding of Promoters

In March 2012, Energy Grid Automation Transformers and Switchgears India Limited became the Holding Company of Your Company by acquiring the shares aggregating 73.40% from the four promoters. The entire shareholding of Energy Grid was held by Alstom Grid Finance BV, which is jointly controlled by Alstom Holdings and Schneider Electric Services International (SESI). SESI is controlled by Schneider Electric Industries SAS.

In order to bring to a close the separation of Transmission and Distribution business in India, ALSTOM Grid Finance BV and Schneider Electric Singapore Re Ltd entered into a Share purchase agreement to transfer the entire shareholding in Energy Grid Automation Transformers and Switchgears India Limited. This resulted in the indirect acquisition of Your Company. Hence in view of the Take over regulations, Schneider Electric Singapore Pte Ltd ("Acquirer") and Schneider

Electric South East Asia (HQ) Pte Ltd, Schneider Electric Services International and Energy Grid Automation Transformers and Switchgears India Limited, in their capacity as persons acting in concert with the Acquirer (collectively the "PAC"), made an open offer to the minority shareholders of Your Company. The open offer opened on January 4, 2013 and closed on January 17, 2013. Out of the 11,314,680 equity shares which were tendered by the shareholders, "Acquirer" acquired 10,592,659 equity shares and as one of the PAC Energy Grid Automation Transformers and Switchgears India Limited acquired 722,021 equity shares. Consequent to the Open Offer, the present shareholding of the acquirer/promoters have increased from 73.40% to 78.13%. However Your Company''s management is committed to reduce the shareholding of the promoters below 75% in terms of the Listing Guidelines.

^ 17. Directors

At the Second Annual General Meeting of Your Company held on 31st July 2012, the First Directors, who retired and at the said meeting, were re-appointed as Directors, who holds office till the conclusion of this meeting.

At the Board meeting held on 22nd May 2013, Ms. Rajani Kesari was appointed as Additional Director of the Company. Mr. Olivier Blum resigned from the Board, effective from 1st March 2013. The Board places on record its deep appreciation for the valuable contribution made by Mr. Olivier Blum during his association with the Company.

Brief Particulars of these Directors are given elsewhere in this Report.

Mr. Vinod Kumar Dhall and Mr. Ranjan Pant, Directors, retire by rotation and being eligible, offer themselves for re-appointment. The Board recommends the re-appointment of both the

Directors. Considering the background and experience of the above Directors, the Board is of the opinion that the appointment of Directors as above will immensely benefit Your Company.

Particulars of Employees

A statement, as required under Section 217 (2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, is given as a separate Annexure which forms part of this report.

Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo

The particulars, as prescribed under sub-section 1 (e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure which forms part of this report.

Directors'' Responsibility Statement

In compliance of Section 217 (2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Directors of Your Company confirm:

- that the applicable Accounting Standards have been followed in the preparation of final accounts and that there are no material departures.

- that such accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of Your Company as at March 31, 2013 and of the profit of your Company for the year ended on that date.

- that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of Your Company and for preventing and detecting fraud and other irregularities.

- that the annual accounts have been prepared on a going concern basis.

The explanation to the qualification made by the Auditors in their report, is given by way of an addendum in the Annexure to the Director''s Report

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance have been included elsewhere in this Report as separate sections.

Auditors

The Company has received a letter from M/s. S R Batliboi & Co, LLP retiring Auditors indicating their willingness to be reappointed as Auditors.

For and on behalf of the Board

New Delhi Vinod Kumar Dhall

22nd May 2013 Chairman


Mar 31, 2012

The Members,

The Directors take pleasure in presenting herewith the Second Annual Report and Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS

(Rupees Thousands) Year ended Year ended 31.03.2012 31.03.2011

Sales and Services (Net) 13,491.92 --

Operating Profit Pefore interest 771.41 (0.18)

(As percentage of net sales) 5.7%

Interest, net 158.47 Nil

Operating Profit after Interest 612.94 (0.18)

Restructuring and relocation costs - -

Profit on Sale of Property - -

Profit Before Tax 612.94 (0.18)

Taxation (215.29) 0.02

Profit After Tax 397.65 (0.16)

Balance brought forward from previous year (0.16) -

Profit available for appropriations 397.49 (0.16)

Appropriations

Proposed Dividend 95.64 Nil

Corporate Dividend Tax 15.52 Nil

General Reserve 39.77 Nil

Balance carried forward 246.56 (0.16)

Dividend

Schneider Electric Infrastructure Limited was incorporated on 12th March, 2011 and is in operation for the second year. The Directors recommend a dividend of Rs 0.40 per share (20%) for the year ended March 31, 2012. This will absorb INR 111.16 MINR (inclusive of Tax) based on existing capital.

Performance Review

Schneider Electric Infrastructure Limited, a listed Indian entity of Schneider Electric Group has market leadership and significant presence in various domains of Infrastructure sector. Our vision is to be a energy specialist for providing Safe, Reliable, Efficient, Productive and Green energy through technologically advanced integrated products and solutions for the complete value chain across Generation , Transmission, Distribution, Buildings and Infrastructure.

Your Company's localized manufacturing facilities comprising 6 Factories, 24 Authorised Service Centres and 17 Sales Offices help it to design, manufacture and supply high-end technology engineered products namely Transformers, Equipment ( AIS / GIS Panels, Special Breakers for Furnance and critical applications, Package Substations ), Products ( Ring Main Units, Outdoor Breakers, Auto Reclosures & Sectionalisers and Indoor Breakers), Substation Automation Systems & Relays, Solutions for SMART Grid and SMART City and undertake full Turnkey solutions and services, in close proximity to its customers.

Despite challenging market conditions, 2011-12 has been significant for your Company as it strengthened its leadership position in the Infrastructure business as a key player with a strong portfolio of 'Smart' products and solutions. Other important developments included listing of Schneider Electric Infrastructure Limited on premier Indian stock exchanges, successful integration with the Schneider Electric Group that further helped consolidate our position in the market place and achieving customer breakthroughs in the Industry and Utilities segments, to name a few.

1. Product Activity

Your Company's Product Activity designs, manufactures and installs a complete range of medium voltage products (Gas insulated Ring Main Units, Vacuum Circuit Breakers, contactors, Outdoor Porcelain clad circuit breakers, Loco Breakers and Vacuum Interrupters) for Power Distribution from generation in power plant to the end user. Two world class manufacturing facilities in Vadodara and Kolkata manufacture range of products. Both these factories are

ISO 9001:2008, ISO 14001:2004 & OHSAS 18001:2007 certified.

Your company derives benefit from the leadership position of Schneider Electric, a world leader in Medium Voltage products since 50 years. The Schneider Electric brand is known worldwide and recognized by the most demanding customers. Based on this experience as world leader, Schneider Electric has developed a large and comprehensive range of innovative Medium Voltage devices employing vacuum, air and SF6 technology.

Transformers

Transformers are a significant part of your Company's Products business. Your company has two state of the art transformer factories at Naini (Uttar Pradesh) and Vadodara (Gujarat), to manufacture Oil filled transformers. Both units are IMS ISO9001 /ISO14001 /OHSAS18001 certified.

Your company has developed a strong reference of customers for transformers across conventional and renewables sector, state and central utilities, independent power producers (IPP) and major industries across India and more than 15 different countries across the globe. Your Company's transformers and reactors enjoy high customer confidence for highest reliability and longest life expectancy among similar products in the market today.

Your Company also enjoys on-line linkages to the latest worldclass technology through Schneider Electric's transformer factories around the world, through the implementation of standardized design rules and production technologies. It has several 'firsts' to its credit, including the adoption of boltless core technology for increasing the efficiency of transformers manufactured.

Major landmarks during the year

Key landmarks for transformers business during the year included new orders, successful commissioning of projects, new products developed, several certifications and awards, which included:

1. First water cooled LT Riser - 8 MVA Furnace Transformer developed for Mines & Metals segment (Hindalco Industries Ltd)

2. First Buck-Boost Furnace Transformer manufactured and tested successfully.

3. Dual ratio special Transformers designed, tested, validated and supplied to Solar Power Sector, Cement Sector and Process Industry

4. India's first Aluminum wound transformer manufactured and passes Dynamic Short Circuit test

5. NABL Certification for Test Lab upto 132KV- 60 MVA -1 st such certification in India for 132 KV Distribution Transformer Test Facility.

6. British Safety Council International Safety Award 2011

7. Greentech Safety Gold Award 2011

2. Equipment Activity

During the year, your company's Medium Voltage Switchgear Business maintained its leading market position and also introduced and promoted new products with improved features in the market. Major investments were done in product upgradations and validation tests were successfully completed. The newly introduced Indoor Switchgear with improved features was a resounding success in the market. Several prestigious export orders were also received from Oman, Kenya, UAE, Bahrain, Jordan etc.

Main Products ranges in Medium Voltage:

1. Indoor Air-insulated Switchgear Panels : HWX & PIX Range Indoor

2. Gas-insulated Switchgear Panels : GHA, GMA, Wl & WS Range

3. Special application circuit breakers: VAH & VXC Range

4. Prefabricated Sub Stations & Power Houses

Research and Development

To achieve better market differentiation, significant investments and innovations were made during the year in:

1. Development of PIX range of switchgear

2. Range extension of HWX range of switchgear

3. MV Switchgear Panels tested for Internal Arc 40kA/1 sec for increased personnel safety.

4. Generator Circuit Breaker (GCB) cubicle developed

5. Prefabricated Substations developed for Wind and Solar markets

3. Energy Automation and Smartgrid

Protection and Substation Automation Solutions

Your Company has inherited the legacy of a pioneer in the field of protection systems. Its range of MiCOM protective relays and PACiS Substation Automation Systems are acknowledged market leaders. This places your company as a front runner in the Power System Protection and Substation Automation domains. The range of numerical Protection Relays provides the highest level of reliability and protection and includes simple over current relays to complex distance protection, large generator protection, differential protection and decentralized busbar protection, ultra fast ARC fault protection for industrial installations.

Range of products and services:

- Power System Protection for distance, differential and directional requirements. These include Overcurrent, Earthfault, Voltage, Frequency, Generator & Busbar Protection Relays

- SEPAM range of Protection relays fit every application in industrial and distribution utilities

- World leading Arc Protection Specialists IEC 61850 Platform. 50 and 200 Series

- Bay Control Units, Remote Control Devices covering RTUs, Customised Data Concentrators and HMIs

- Modular Substation Computer for flexible operation (RTU, Bay Controller etc.)

- Scaleable IEC 61850 based Substation Automation Systems. More than 600 worldwide in service since 2002

- Conventional Control and Relay panels

Simplified CCS Commissioning and Maintenance

- Complete services from conception to installations

- Refurbishment of Protection & Automation system and commissioning

- Annual Maintenance of Protection & Automation Systems

- Technical Training

Major Landmarks during the year

- Prestigious contract from L&T Chennai for supply of Substation Automation & Protection for Tata Steel's Bulk Power Receiving Station at Gulmuri for Jamshedpur Plant.

- Major SCADA order from NALCO for Substation Automation of their switchyard at Angul plant. This Solution is under configuration and development at the Company's Noida facility. When implemented, this system will give SCADA solution to the Angul CPP and also give energy availability 5 KM away at Nalco's smelter plant for better POT utilization

- Contract for substation automation from Crompton Greaves for supply of Substation Automation system, control and relay panels to Rajasthan Rajya Vidyut Prasaran Nigam Limited's Nala Power & MNIT Substations in Rajasthan.

- A high level international team from Souisap and Hengdong Hydro projects, Vietnam, visited the Noida facility. The visit was facilitated by Flovel Energy, who have placed a major order for Generator Protection panels on behalf of Souisap and Hengdong.

Successful Completion of Factory Acceptance Test for Power Monitoring System supplied to Indian Oil and Paradeep Refinery

During the year, your company's Energy Automation business has supplied Power Monitoring System for lOCL's greenfield refinery at Paradeep This solution is the first of its kind in Oil & Gas sector in India, with 18 Substations and over 75000 data points, 1GBPS communication backbone with lEDs communicating on IEC61850 up to 415 V and fast Load Shedding application. It is a major achievement that the Factory Acceptance Test and full function demonstration of Power Monitoring functions along with intelligent fast dynamic load shedding application, were successfully completed.

Successful completion of Availability Test for SAS in Bhilai Steel Plant

The Energy Automation unit successfully completed system availability and validation Test for substation automation system at the Bhilai Steel Plant. This has demonstrated 100% availability of the system for the entire duration of the validation test.

Network Automation: A promising Business

The Company's Network Automation Business provides Smart Solutions to electrical distribution utilities, Industry and Oil & Gas segments, to help increase their operational efficiencies and minimise energy losses. Your Company's Network Automation business offers state-of the-art solutions in the following domains

- Smartgrid

- Smartcity

Smartgrid, by its definition, covers the entire utility and industry automation, to increase operational efficiencies in system operations. Solutions offered by your Company, coupled with Telvent's technologies for electric utilities help integration into the Smartgrid. In Power generation, Transmission, Distribution and Supply, your Company's solutions allow utilities to make the grid operation more efficient, more flexible and more secure.

- improve service continuity while absorbing increasing demand and peak loads

- Connect and manage more green-and volatile energy by up to 30%

- Deliver better quality power while drastically reducing network losses

- Deliver greater visibility and decision-making tools at entreprise level allowing to improve CAPEX and OPEX

Telvent Energia, is the world's leading real-time IT solutions and Smartgrid solutions company providing its Smart Solutions that range from Energy to Infrastructure. Telvent, with over $1 Billion sales and more than 40 years of experience in providing IT to utilities and with over 590 utility customers worldwide, has developed a full Smartgrid solutions suite to take an active role in the rapidly emerging smart grid system.

With the strategic acquisition of Telvent, your company is very well positioned to provide a complete bouquet of Smartgrid / Smartcity offerings to Utilities, Industry and O&G segments. Following is the brief list, but not limited to, of our Smartgrid/ Smartcity solutions

Smartgrid Offerings:

- Supervisory Control & Data Acquisition (SCADA) - "OASys"

- Advanced Distribution Management System (ADMS) - "ADMS"

- Advanced Metering infrastructure (AMI) - "Titanium"

- Meter Data Management (MDM) - "Conductor"

- Geographical Information System (GIS) - "ArcFM"

- Outage Management System (OMS) - "Responder"

- Wind Generation Forecasting Solution - "WindLogic"

- Flexible Distribution

- Remote Terminal Units (RTU) - "MiCOM C264 / Saitel 2000"

- Feeder Remote Terminal Units (FRTU) - "T200 / Saitel DR"

- Overhead Fault Passage Indicator (O-FPI) - "Flite110/116/G200"

- Underground Fault Passage Indicator (U-FPI) - "Flair 22D"

Smartcity Offerings:

- Smartgrid

- Smart Mobility

- Smart Public Sen/ices

- Smart Water

- Smart Buildings & Homes

Smartgrid Smart Mobility

- Smart Public Services

- Smart Water

- Smart Buildings & Homes

Policies & Regulations

The Government of India, is quite concerned with the present status of our distribution utilities and has adopted various measures to boost the operational excellence of distribution utilities by providing them sufficient tools and mechanisms to improve energy accountability, customer satisfaction and loss minimization.

To boost power sector reforms, Government of India, through Ministry of Power (MoP) and Ministry of New & Renewable resources (MoNR), has initiated various programs to deploy the Smartgrid solutions. Some of these Initiatives, which directly influence your company's business are:

- R-APDRP

- Smartgrid (ISGTF/ISGF)

- Grid Code for Renewable Integration

R-APDRP

The Restructured Accelerated Power Development & Reform Program (R-APDRP) is a bold initiative by the Government of India to minimize the AT&C losses from the current level of 30% to 15%. This initiative is divided in Part-A, Part-B & Part-C.

Part-A

Through Part-A, all state govt, distribution utilities would be allocated a grant to deploy IT solutions towards GIS, Consumer indexing, Asset management, Customer care, Energy audit, Meter data Acquisition & Distribution Management Solutions (DMS)

Your company is one of the empanelled bidders for this program as a SCADA implementation agency (SIA) and is offering Schneider's OASys SCADA, ADMS, RTU & FRTU solution through various tenders.

Telvent's ArcFM GIS is the most popular GIS solution being offered to all distribution utilities through IT implementation agencies (ITIA)

Part-B

Through part-B, distribution utilities are encouraged to strengthen their existing system to improve the reliability of the system by deploying new devises and retrofitting existing systems

Your Company is privileged to provide complete Flexible Distribution solution to the utilities such as Distribution Transformers, Fault Passage Indicators, Ring Main units and Auto-reclosers.

Smartgrid (ISTF/ ISGF)

The current power situation in the country has prompted the Government to expedite technological solutions for solving some of the bottlenecks, particularly in the Distribution segment. In this regard, the Ministry of Power, Government of India, launched the India Smart Grid Task Force (ISGTF) and India Smartgrid Forum (ISGF) in May 2010. In particular, the forum has been promoting the launch of Smart Grid pilot projects by ISGTF and helping ISGF in drafting specifications of the 'Low Cost Smart Meter', which is expected to

help to reduce the Aggregate Technical and Commercial (AT&C) losses in the country.

The launch of Smartgrid in India is likely to benefit your Company significantly. In addition to the traditional Substation Automation solutions, the complete range of Smartgrid suite of solutions offered by TELVENT, will strengthen your company's offerings in the Smartgrid space.

Your Company has inherited the Smartgrid solution from Telvent is best equipped to provide the complete Smartgrid Solutions in the following domain

- Smart Metering (Titanium AMI & Conductor MDM)

- Renewable Integration (WindLogic DTN)

- Microgrids (PACiS & OASys SCADA)

- GIS-OMS ( ArcFM GIS & Responder QMS)

Network Automation Product & Solutions

ADMS & OASys SCADA

The Advanced Distribution Management System, together with OASysys SCADA provides complete real time monitoring and control of Distribution utility network upto consumer level. With smart distribution applications like Fault Analysis, Voltage & Var Control, Load Forecasting, Powerflow and State Estimation, it provides tremendous flexibility to the distribution grid operator to improve the system reliability and thus reduce Techno- commercial losses and improve customer satisfaction.

In the recent study and analysis by Gartner, a leading business intelligence and analysis Company, it is verified that Telvent DMS ( Now part of Schneider Electric) is world's most advanced and robust DMS solution.

Titanium AMI & Conductor MDM

Titanium AMI is an integrated platform to deploy and manage an integrated metering infrastructure and its related services like Meter data Acquisition, tariff management and load profile reading, etc.

Conductor MDM acquires and handles large amount of data from AMI and verifies the accuracy of the data. Schneider's Conductor MDM handles the Data management, Meter commanding, Reporting and Trending and Alarm and event Management.

ArcFM GIS & Responder OMS

ArcFM is a complete GIS Utility solution for modelling and managing facility asset data in an enterprise system. ArcFM GIS provides tools and applications to automate utility operations through network analysis and tracing the task to quickly define and recall maps. ArcFM is suitable for Electric, Gas, Telecom & Water utilities.

Responder is an outage management system that leverages ArcFM GIS to manage trouble calls and outage incidents in web based and scalable and configurable desktop environments.

The responder trouble calls engine uses sophisticated and interactive prediction algorithms to determine which interruptible network device caused an outage.

DTN Wind Generation Forecasting

Televent is the largest energy weather forcasting systems provider in USA. 70% of wind generators in USA are users of its weather forcasting solutions. Telvent also provides Wind Farm security solutions.

Based on the Static Vector Method (SVM) algorithm using Numerical Weather Data Model Telvent provides high accuracy weather & wind generation forecasts. It uses next generation artificial intelligence techniques, which are more advanced then neural networks.

Flexible Distribution

Flexible Distribution is a complete solution comprising smart solution and devices, to improve the distribution network reliability index (SAIFI / SAO) and providing telemetry to upstream SCADA- DMS systems.

Flexible distribution provides solution to the following operational concerns of the utility

- Improved continuity of service

- Loss of revenue

- Loss of maintenance cost

- Improve customer satisfaction

- Reduction in damage to electrical assets

- Reduction in regulator penalties

The main components of flexible distribution are

- Remote Terminal Unit (RTU)

- Feeder Remote Terminal Unit (FRTU)

- Fault Passage Indicator ( FPI)

4. Solutions Centre Activity

Your Company's Solutions Centre Activitys provides a complete range of electrical solutions for industries and utilities, from substations to power distribution systems, with proven expertise in handling projects from concept to completion. Our range of offerings cover intake/ evacuation sub-stations, electrical balance of plant (eBoP), electrical distribution systems, medium and low voltage packages, customised packages for specific needs, power distribution for infrastructure, providing extended warranty and long term maintenance support. During the year, your company's Solution Centre maintained its leadership as a key player in the project business market segments and also entered into new business segments such as Cement, Mining & Metal, Powergen, Renewables, Oil & Gas, Infrastructure and others. It notched up several successes in commissioning of complex projects in these segments. Some of these projects are highlighted below.

Regen Powertech

Your Comany's Solution Centre teams achieved a record by delivering Regen Powertech's Wind based power plant ahead of the target schedule for the project.

Daimler India

Daimler India is the second reference in the Automobile segment that has been commissioned by the Solution Centre. This project involved supply, installation, testing and commissioning of Sub- station with associated cabling and SCADA system.

Moserbaer, Patan

Your Company's Solution Centre teams demonstrated a high level of expertise with the commissioning of Moserbaer's solar PV plant at Patan, Gujarat. To date, this is the highest capacity project commissioned by the teams and which includes main evacuation substation and pooling stations.

Bajaj Infrastructure

Bajaj Infrastructure's 2x45 MW power plant at 5 locations in UP has been commissioned while residual work is in progress. This is the key order we have executed in powergen segment. The job involved 132 kV evacuation substation, generator transformer, HT switchboards, GCB, SCADA and other associated supplies viz busducts, earthing etc.

Azure Power

Azure Power is the first ever Solar PV plant executed by Solution Centre, It added 10 MW capacity to the Grid. It involved 66/11 kV main evacuation substation and 11/0.3 kV pooling stations with associated cabling and other works.

5. Services Activity

Krishak Bharti Cooperative Limited (KRIBHCO), India's leading manufacturer of fertilisers, awarded a major order to your Company's Service team for retrofitting of old NGEF MOCBs with new state of the art VCBs, at their Hazira Facility. This is the third such order won by the service team with this customer on circuit-breaker modernization. In order to fit the shut down schedule of KRIBHCO, the Services team did their best to reduce the manufacturing time and completed the work within 108 days, almost 3 months before the target delivery date.

Restarting a 25 year old fertilizer plant

Kanpur Fertilizers & Chemicals Ltd, a Jaypee group company selected your company thru their main contractor Siemens Ltd., to retrofit, refurbish and restart several Reyrolle & English Electric Switchgear panels. These equipments are more than 25 years old and Plant was closed since 2005, This is a major landmark project and a success story for your company, reinforcing its service capabilities and skills to meet most of the needs of our discerning customers.

Research and Development

Research and Development is an important element of your Company's leadership strategy. Your Company continues to invest in several R&D programmes, including redesign to cost, across all product categories. Your Company also benefits from the global R&D efforts of the Schneider Group, which operates across various countries. This helps in shorter lead time to launch latest products catering to customer requirements. Your Company has also opened a global Automation R&D center in Noida, to provide appropriate technology to the market place.

EHS: Environment Health and Safety

Your Company made significant efforts in improving the EHS culture across all lines of Business and made good progress in "Health and Safety" awareness and in implementation of EHS Standards, Operation Instructions and Statutory Compliances.

EHS has become an integral part of your Company's everyday work culture. EHS awareness has also been spread to customers and project sites and suppliers, through training and necessary support.

All the units of your Company comply with essential environmental requirements and certifications. Plantations, Blood donation camps and other Health awareness camps were organized at various locations during the year. Medical checkups for all employees and health checks for specific employees who work at height and in confined space were initiated. National Safety week celebrations and Environment day celebrations were organized in all units of your Company.

Further more, mock drills such as fire fighting, emergency evacuation, electric shock treatment, chemical spillage and other emergencies were undertaken across all the manufacturing and project sites. EHS reporting tool and event database were used to record each and every accident and near misses. Use of seat belts in car and use of helmet in two wheelers were made compulsory for all employees at all locations.

Sustainable Development and Continuous Improvement

Your Company's manufacturing facilities have the latest certification for all quality management systems (ISO9001), Environment management systems (ISO14001) and occupational health and safety (OHSAS 18001).

Your Company continues to use the Lean and Six Sigma methodologies to foster high operational excellence.

6. Human Resources

Talent Acquisition and Retention of existing Talent

During the year, your Company undertook several successful initiatives towards strengthening its 'employer of choice' positioning among new and existing talent. It was among the first organisations to be in campus of leading engineering institutions and finished campus recruitments well within the target schedule. The 48 days of campus visits by the management team included visits to 11 premier engineering institutions covering leading NIITs, MSU.NJTI etc.

Further more, a retention plan was launched for long term engagement of vital talent. This Plan was well received and provided employees enough challenges in terms of stretched objectives and corresponding rewards that were linked with the overall performance of the organization.

Learning and Development

Learning and Development initiatives during the year were on the three Es approach viz 'Education, Experience and Exposure'. Thus, all organized trainings were based on competency reviews held by managers addressing real and critical needs for the organization.

Senior managers underwent global Leadership programmes such as Leadership through Engagement and Execution skills, run by international trainers. Several of them participated in the Global Leadership Excellence Acceleration Programme (LEAP), a four part 2 days module, at Beijing.

Middle Level Managers were offered training on Leadership through Performance Management, so as to improve their skills in managing performance of their teams with effective feedback.

During the year, continuing education certification programme for Diploma Engineers was completed for the second batch. This programme was conducted in a tie up with IIT Chennai.

Your company identified 29 young employees with ambitions to pursue management education, as future and emerging potential talent. A special fast track business management programme - a 3 week staggered course in collaboration with MDI, Gurgaon was specially designed for these young managers. The 1 st phase was in August, followed by the second one in October 2011.

In line with our continued efforts to improve the solutions business, your Company has nominated 60 sales and solutions engineers and managers for the Global Schneider Electric Energy and Solutions University certification Programme. Besides these programmes, employees were also nominated by their managers for select public programmes and seminars.

Your Company continued to promote and strengthen a culture of continuous learning at all levels through the e- learning process. An intensive e-learning campaign was undertaken to create Champions who would drive this process. Those who completed the e-learning modules received awards, which were a big motivation to other managers.

Merger, Integration and Restructuring & HR

- Your Company aligned all HR systems and processes such as Annual PMS, Mid year Performance reviews, Career and Competency reviews, Escalating People Reviews and trained all employees for effectively using the systems. A number of webinars were conducted globally and locally to promote awareness and knowledge to use all applications within the system. These processes helped both employees and managers to work collaboratively, to work with clear objectives and measurements and to identify their development needs.

- A new and more comprehensive system of HR Bridge was put in place with all HR systems in one platform. This also enables employees to self update their profiles to promote their mobility across the organization.

- To remain connected to employees, the One Voice survey was launched to capture employee feedback and to know the climate of the organization and measuring the engagement level each quarter. The Q1 2012 survey's EEI (Employee Engagement Index ) was 64 and the target is to mov towards the Global Market benchmark of 81.

- Country integrations programmes were conducted at Vadodara and Noida, with participation from all unit Managers and leaders from France.

- 5 Year HR strategy with specific innovative action plans put in place in line with business plans.

- The Human resources function was reorgnised based on the 3 pillars concept of the Global

business model viz. HR Business partners, HR Solutions and HR operations. HR Business partners worked closely with business leaders on their strategic objectives while HR solutions, who are specialists for talent management and reward solutions and HR Operations supported in sourcing of Talent, HR services, Payroll etc.

- In the first quarter of 2012, restructuring of the Rewards package and aligning it with Schneider Electric India was completed after several rounds of face to face communication with employees were held.

- It is a matter of great pride that in spite of all the challenges of transition and carved-out your Company maintained trust and confidence of employees throughout this phase.

Employee Benefit Programmes

All employee benefits schemes like Group medical Insurance and Life Insurance policies, preventive health check were reviewed during the year and extended to employees. This is a continuous effort to get better benefits for employees at optimum costs.

HR Priorities for 2012 -13

- Continue to coach our leaders to improve engagement levels of all employees and implement action plans capturing their feedback

- Improve the organisation's Talent Pool with specific focus on Leadership development and diversity

- Anticipate and plan future manpower needs through strategic workforce planning

- Strengthen competencies in Leadership, Project Management, Smart Grid, Solutions and Services

- Strive for HR excellence: strengthen partnership with the business through HR competency growth and continuously improving HR nrocfisses.

7. Other Key Events of the Year

Shifting to new Office

During the year, your Company shifted to a new, state of the art office in Noida. This is an integrated facility that also accommodates the Automation R&D and Testing. The new office is easily accessible to our employees, customers and other stakeholders.

Principal Place of Business

Your Directors wish to inform that the Company has shifted its Principal Place of Business to Plot No. B-12, Ground Floor, Riwari Line, Mayapuri Industrial Area, Phase - I, New Delhi - 110064

Customer Communication

During the year, your Company undertook several initiatives to communicate with customers, specially around its association with the Schneider Electric brand. Its participation in ELECRAMA - 2012 (A major event for Power Industry Customers), was a resounding success. In addition to this, several other customer interactions at the sales and business level were organized during the year.

8. Information Systems and Technology

Your Company continued to invest in Information Systems and Technology to enhance business performance and improve operational excellence.

The Company continued to strengthen its IT infrastructure and IT security through deployment of various tools and enforcement of various policies. The Company also ensured that the business needs are supported by investing in Network Upgrades, Mobility Solutions and various audio visual devices.

A major focus of the IT team during the last year has been separation of the activities from Areva T&D (now Alstom T&D), following the sale of the

Distribution business of Areva T&D, subsequent to the demerger. Several applications in the Finance and HR domains have been migrated to the corresponding Schneider Electric applications. These activities have been executed so as to ensure minimum disruption to the business operations.

During 2012, we plan to complete the separation activities, and initiate integration with the Schneider Electric IT systems and processes. This is expected to be achieved by the end of the year, following which the company will be fully aligned to the Schneider Electric IT environment.

9. Finance

The backbone function, Finance, is fully geared to contribute to the operations of your Company. All measures are taken to ensure accurate and timely information as it is a prerequisite for efficient running of your Company.

Following Schneider Electric guidelines, the Key Internal Control (KIC) processes were established and a self evaluation of each function was carried out at all locations to identify improvement areas of actions. Those action plans charted for improving various levers of key internal controls were closely monitored by the Management.

The Finance Shared Service Centre (FSSC) was established to handle transactional finance activities which will improve the operations efficiency. With the establishment of FSSC, the duties under different finance processes were segregated giving better internal control. FSSC focuses on speed, accuracy and efficient processing of transactions with efficient tools such as intelligent scanning, workflows and messenger communication. Training was undertaken for employees to acquire working knowledge.

10. Investor Relations

In preparation for listing, your Company made sure to have a strong investor relations function in place. Senior Executives of the Company held investor conference call based interactive sessions to discuss the progress and performance of the Company. This is in keeping with our intention to be transparent to the investing community and to keep them abreast of the appropriate and material information on a timely basis.

11. Customer Satisfaction & Quality

During the year under review, the units of the company launched quarterly customer satisfaction survey through third party customer contact centres. The survey provided inputs to identify customers who were unsatisfied, willing not to purchase again and who didn't want to recommend your Company to their friends and colleagues. Your Company has put efforts on top priority to listen to such customers carefully, resolve pending issues (if any), and doing the best to convert them into happy customers. This initiative shall give leverage to your Company's business growth.

Particulars of Employees

A statement, as required under Section 217(2A) of the Companies Act, 1956, read with The Companies (Particulars of Employees) Rules, 1975, is given as a seperate Annexure which forms part of this report.

Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo

The particulars, as prescribed under sub-section 1 (e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure which forms part of this report.

Directors' Responsibility Statement In compliance of Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Directors of your Company confirm:

- that the applicable Accounting Standards have been followed in the preparation of final accounts and that there are no material departures.

- that such accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2012 and of the profit of your Company for the year ended on that date.

- that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

- that the annual accounts have been prepared on a going concern basis.

Directors

The Company had appointed Mr. Alexandre Tagger, Mr. Olivier Blum, Mr.Graham Johnson and Mr. Anil Chaudhry, who have been named in the Articles of Association of the Company, as the First Directors of the Company.

At the first Annual General Meeting of the Company held on 5th December 2011, the First Directors, who retired and at the said meeting, were re- appointed as Directors, who holds office till the conclusion of this meeting.

At the Board meeting held on 16th December 2011, Mr. Vinod Kumar Dhall and Mr. Ranjan Pant were appointed as Additional Directors of the Company and Mr. Dhall was elected as the non- executive Chairman of the Board. At the same meeting, Mr. Prakash Kumar Chandraker was co- opted as Additional Director and was also appointed as Managing Director of the Company.

At the said meeting, Mr. Graham Johnson resigned from the Board. The Board places on record its deep appreciation for the valuable contribution made by Mr. Graham Johnson, during his association with the Company.

At the Board Meeting held on 29th May, 2012 Mr. Alexandre Tagger was appointed as the Whole Time Director w.e.f. 1st April, 2012. His appointment and remuneration is subject to the approval of the Members at the ensuing Annual General Meeting.

Brief Particulars of these Directors are given elsewhere in this Report.

Mr. Anil Chaudhry and Mr. Olivier Blum, Directors, retire by rotation and being eligible, offer themselves for re-appointment. The Board recommends the re-appointment of both the Directors. Considering the background and experience of the above Directors, the Board is of the opinion that the appointment of Directors as above will immensely benefit your Company.

Brief history on the incorporation of the Company and Scheme of Arrangement for Demerger

The Company was incorporated on March 12, 2011 in the State of Gujarat as a public limited company under the Companies Act, 1956, under the name "Smartgrid Automation Distribution and Switchgear Limited" Company was initially incorporated as a wholly owned subsidiary of

Areva T&D India Ltd (now known as ALSTOM T&D India Limited ) The name of the Company was changed to "Schneider Electric Infrastructure Limited" on December 8, 2011. By a Scheme of Arrangement, between the Company and Areva T&D India Limited and their respective shareholders and creditors under section 391-394 of the Companies Act, 1956, the distribution undertaking of Areva T&D India Ltd. (Transferor) was transferred to the Company (Transferee). The said Scheme was sanctioned by Hon'ble High Courts of Gujarat and Delhi, on September 19, 2011 and October 24, 2011 respectively. The certified true copies of the orders of the Hon'ble High Courts of Gujarat and Delhi were filed with the respective Registrar of Companies on November 26, 2011 (Effective Date). In terms of the aforesaid Scheme the distribution business of Areva T&D India Limited was demerged to the Company w.e.f. April 1, 2011 (Appointed Date).

In terms of the Scheme of Arrangement for demerger ("Scheme"), upon the Scheme becoming effective (Effective Date - November 26, 2011), the assets and liabilities of the 'distribution undertaking' as demerged from the Transferor Company, were transferred and vested unto the Company at the book values appearing in the books of account of the Transferor Company as on the close of business on the date immediately preceding the Appointed Date - April 1, 2011 and the net balance between the book value of assets and liabilities as given below were adjusted from the reserves in the books of the Transferor Company in the manner specified in the Scheme. As per the terms of the Scheme, duly sanctioned by the respective High Courts, the Company issued and allotted 239,104,035 equity shares of Rs 2/- each fully paid to the shareholders of Areva T&D India Limited, as on the record date of 15th December 2011, on a proportionate basis, for every 1 (one) fully paid-up equity share of Rs. 2 /- (Rupees two) each held in Areva T&D India, 1 (one) fully paid-up equity shares of Rs. 2 /-(Rupees two) each of the Company. The equity shares were listed and admitted to trading on the Bombay Stock Exchange Limited ("BSE"), the National Stock Exchange of India Limited ("NSE") on 20th March 2012 and The Calcutta Stock Exchange Limited ("CSE") on 22nd March 2012.

Rs Millions Rs Millions Rs Millions

Sl. No. Particulars Cr. Cr.

1 Net Asset 2,383.32

Represented by

Fixed assets 2,131.66

Investments 2.00

Deferred tax asset 68.29

Net working capital 2,098.,91

Loan funds (1,917.54)

2,383.32 Share capital 478.21

General reserve 1,494.86

Capital reserve 410.25

2,383.32 2,383.32

The Company's promoter's shareholding comprising of 175,492,524 number of equity shares being 73.4 % of the equity share capital held by ALSTOM Grid SAS, Alstom Sextant 5 SAS T&D Holding and Long & Crawford Limited was transferred/acquired by Energy Grid Automation Transformers and Switchgears India Limited through a block deal done at Bombay Stock Exchange on 28th March, 2012. The present promoter holding is now with Energy Grid Automation Transformers and Switchgears India Limited. The entire share holding of Energy Grid Automation Transformers and Switchgears India Limited is held by Alstom Grid Finance BV, which is jointly controlled by

Alstom Holdings and Schneider Electric Services International (SESI). SESI is controlled by Schneider Electric Industries SAS. Corporate Governance Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance have been included elsewhere in this Report as separate sections.

Auditors

The Company has received a letter from M/s. S R Batliboi & Co, retiring Auditors indicating their willingness to be reappointed as Auditors.

For and on behalf of the Board

New Delhi Vinod Kumar Dhall

29th May 2012 Chairman



 
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