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Schneider Electric Infrastructure Ltd.

BSE: 534139 | NSE: SCHNEIDER |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE839M01018 | SECTOR: Power - Generation & Distribution

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Nov 29, 16:00
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  • Open Price

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  • Bid Price (Qty.)

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439,116
10-Day
512,864
30-Day
768,525
456,245
  • Prev. Close

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  • Open Price

    105.35

  • Bid Price (Qty.)

    102.70 (25)

  • Offer Price (Qty.)

    0.00 (0)

Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012

Auditor's Report

Independent Auditor''s Report

To the Members of Schneider Electric Infrastructure Limited Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of Schneider Electric Infrastructure Limited (the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the Act”)with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act., read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, its loss including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in ‘Annexure 2” to this report;

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements -Refer Note 33 to the Ind AS financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note 15 to the Ind AS financial statements;

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

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

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

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

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

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

(ii) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such physical verification. Inventories lying with third parties have been confirmed by them and no material discrepancies were noticed in respect of such confirmations.

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

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

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

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

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

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

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

S.

No.

Name of Statute

Nature of Dues

Amount

(Rupees

Millions)

Amount

Deposited

(Rupees

Millions)

Period to which the amount relates

Forum where dispute is pending

1

Central Excise Act,

1944

Demand of duty for Exemption under notification 108/95

10.29

-

2001-02

Tribunal

Delhi

2

Central Excise Act,

1944

Under valuation of VIT tubes

5.21

2.00

1994-95

CESTAT -Chennai

3

Central Excise Act,

1944

Non-inclusion of 15% Profit Margin in Transfer Pricing

5.13

-

1993-94 and 1994-95

Kolkata High Court

4

Central Excise Act,

1944

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

4.44*

-

2012-13

CESTAT -Chennai

S.

No.

Name of Statute

Nature of Dues

Amount

(Rupees

Millions)

Amount

Deposited

(Rupees

Millions)

Period to which the amount relates

Forum where dispute is pending

5

Central Excise Act, 1944

Wrongly a ailment and distribution of ISD Credit

15.07

-

2011-13

CESTAT -Ahmedabad

6

Central Excise Act, 1944

Refund of excise duty denied for

cases where proof of Export

3.07

-

2012-13

Tribunal Gujarat

submitted after payment of Excise

Duty after 180 days of export

7

Central Excise Act, 1944

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

0.11*

-

2008-09 & 2010-11

CESTAT -Chennai

8

Central Excise Act, 1944

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

0.60*

2009-10

CESTAT -Chennai

9

Central Excise Act, 1944

Short payment of Duty

1.35

-

2007-08

Commissioner (Appeals) LTU

10

Central Excise Act, 1944

Demand of duty for Exemption u/n 108/95

0.47*

-

2003-04

Commissioner (Adj.) New Delhi

11

Central Excise Act, 1944

CENVAT Credit availed on SAP maintenance charges

0.21*

-

2008-09

High Court -Chennai

12

Central Excise Act, 1944

Levy of penalty

0.02

-

2011-12

CESTAT - Chennai

13

Central Excise Act, 1944

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

0.01

1996-97

Commissioner

(Appeals)

Allahabad

14

Finance Act, 1994

Service Tax on testing and technical Analysis Service

0.45

-

Dec-11 to Sep-12

Commissioner

Appeals

15

Central Sales Tax Act, 1956

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

139.84*

26.28

2010-11 & 2011-12

Joint

Commissioner (Corporate Circle)

16

Central Sales Tax Act, 1956

Non submission of declaration Forms , Input tax claim disallowed

168.38

-

2007-08

Revision Board at Beliaghata

17

Central Sales Tax Act, 1956

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

56.64*

44.30

2009-10

Joint

Commissioner

(Allahabad)

18

Central Sales Tax Act, 1956

Non collection of declaration forms

22.52*

37.97

2007-08

Joint

Commissioner,

Allahabad

19

Central Sales Tax Act, 1956

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

27.99*

14.59

2010-11

Additional

Commissioner

Appeals

20

Central Sales Tax Act, 1956

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

50.28*

48.56

2008-09

Joint

Commissioner

(Allahabad)

21

Central Sales Tax Act, 1956

Non Submission of C Forms

44.87*

9.47

2009-10

Tribunal

Ahemdabad

22

Central Sales Tax Act, 1956

Non submission of declaration forms

14.96*

20.65

2010-11 & 2011-12

Tribunal

S.

No.

Name of Statute

Nature of Dues

Amount

(Rupees

Millions)

Amount

Deposited

(Rupees

Millions)

Period to which the amount relates

Forum where dispute is pending

23

Central Sales Tax Act, 1956

Non collection of declaration forms

28.05*

21.19

2006-07

Deputy

Commissioner,

Allahabad

24

Central Sales Tax Act, 1956

Non collection of declaration forms

1.57*

0.76

1993-94,

1997-1998,

2003-04,

2004-05 & 2005-06

Assessing Officer, Charge Office, West Bengal

25

Central Sales Tax Act, 1956

Non submission of declaration forms

11.9*

14.87

2008-09 & 2009-10

Deputy

Commissioner,

Allahabad

26

Central Sales Tax Act, 1956

Non collection of declaration forms

17.21*

-

2005-06,

2006-07 & 2007-08

Deputy Commissioner, U.P Sales Tax

27

Central Sales Tax Act, 1956

Input tax claim disallowed, non-submission of declaration forms

9.30*

2009-10

West Bengal Commercial Taxes Appellate & Revisional Board

28

Gujarat Value Added Tax, 2003

Non collection of declaration form

16.56*

3.35

2007-08 & 2008-09

Joint

Commissioner

(Corporate)

29

Central Sales Tax Act, 1956

Non collection of declaration forms

6.36*

-

2002-03

Calcutta High Court

30

Uttar Pradesh Trade Tax Act, 1948

Ex Parte Assessment Order Passed. Records not submitted at the Time of Assessment.

5.50*

4.61

2005-06

Deputy Commissioner, U.P Sales Tax

31

Central Sales Tax Act, 1956

Non collection of declaration forms

3.91*

-

2001-02, 2002-03 & 2011-12

Deputy

Commissioner

32

Central Sales Tax Act, 1956

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

3.58*

3.58

2008-09

Joint

Commissioner

(Allahabad)

33

West Bengal Sales Tax Act, 1994

Non collection of declaration forms

3.20

-

1997-98

West Bengal Tribunal

34

Delhi Value Added Tax Act, 2004

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

1.83

-

2007-08

Commercial Tax Officer

35

Central Sales Tax Act, 1956

Non submission of declaration forms, Input tax claim disallowed

1*

0.40

2006-07

Assessing Officer, Charge Office, West Bengal

36

Central Sales Tax Act, 1956

Non collection of declaration form CST ,Documents like PO, Endorsed ARE 1,E1 Forms

0.54*

-

2009-10

Deputy Commissioner, Comm Tax

37

Uttar Pradesh Trade Tax Act, 1948

Levy of purchase Tax due to Unregistered purchases made

0.33*

-

2006-07

Deputy Commissioner Sales Tax Noida

S.

No.

Name of Statute

Nature of Dues

Amount

(Rupees

Millions)

Amount

Deposited

(Rupees

Millions)

Period to which the amount relates

Forum where dispute is pending

38

Tamil Nadu General Sales Tax Act, 1959

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

0.29*

-

1991-92

Sales Tax Appellate Tribunal, Chennai

39

Central Sales Tax Act, 1956

Non collection of declaration forms

0.26*

-

2008-09

Deputy

Commissioner,

Jaipur

40

Madhya Pradesh Value Added Tax Act, 2002

Non collection of declaration form CST treated as local VAT Sale

0.18*

0.06

2010-11

Deputy

Commissioner

Appeal

41

Rajasthan Value Added Tax Act, 2003

Input tax claim disallowed

0.08*

-

2008-09

Deputy

Commissioner,

Jaipur

42

Madhya Pradesh Value Added Tax Act, 2002

Entry Tax On High Sea Sales Imported Material

0.07*

0.02

2010-11

Deputy

Commissioner

Appeals

43

Central Sales Tax Act, 1956

Provisional Assessment

4.54

0.91

2014-15

Additional

Commissioner

Appeals

44

Gujarat Value Added Tax, 2003

Input tax claim disallowed, non-submission of declaration forms

146.50*

28.27

2011-12

Joint

Commissioner

Appeals

45

Central Sales Tax Act, 1956

Non collection of declaration forms

17.35

8.41

2011-12,

2013-14

Deputy/Additional

Commissioner

Appeal

46

Central Sales Tax Act, 1956

Non collection of declaration forms

1.94

8.79

2013-14

Deputy

Commissioner

47

Central Sales Tax Act, 1956

Non collection of declaration forms

16.87

2.53

2012-13

Joint

Commissioner

Appeals

48

Central Sales Tax Act, 1956

Non collection of declaration forms

7.67*

3.56

2008-09,

2011-12

Deputy

Commissioner

Appeals

49

Central Sales Tax Act, 1956

Non collection of declaration forms

11.09*

-

2009-10

Deputy

Commissioner

Appeal

50

Central Sales Tax Act, 1956

Non collection of declaration forms

12.10*

2.42

2011-12

Joint

Commissioner

Appeals

51

Central Sales Tax Act, 1956

Non collection of declaration forms

1.77*

-

2009-10

Deputy

Commissioner

Appeals

52

Central Sales Tax Act, 1956

Non collection of declaration forms

0.42*

0.14

2010-11

Deputy

Commissioner

Appeals

53

Central Sales Tax Act, 1956

Non collection of declaration forms

6.82*

1.82

2010-11

Deputy

Commissioner

Appeals

S.

No.

Name of Statute

Nature of Dues

Amount

(Rupees

Millions)

Amount

Deposited

(Rupees

Millions)

Period to which the amount relates

Forum where dispute is pending

54

Central Sales Tax Act,

1956

Non collection of declaration forms

2.80

-

1997-98

Tribunal

55

Central Sales Tax Act,

1956

Non collection of declaration forms

16.79

-

1993-94

Revision Board at Beliaghata

56

Finance Act, 1994

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

10.12*

2010-11

CESTAT -Chennai

57

Finance Act, 1994

Irregular a ailment of CENVAT Credit of Service Tax

4.98*

-

2012-13

CESTAT -Chennai

58

Finance Act, 1994

Disallowance of CENVAT credit availed on certain input services

0.79*

-

2012-13

CESTAT -Chennai

59

Finance Act, 1994

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

0.65*

2011-12

CESTAT -Chennai

60

Finance Act, 1994

Non-payment of Service Tax on Manpower supply services

0.62*

-

2012-13

CESTAT -Chennai

61

Finance Act, 1994

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

0.13*

-

2012-13

CESTAT -Chennai

62

Finance Act, 1994

Short payment of service tax on GTA

0.08*

-

2009-10

High Court-Chennai

63

The Custom Act, 1962

Refund of drawback for non-realisation of export proceeds

5.59

-

2012-13

Commissioner of Customs (Appeals)

64

Central Sales Tax Act,

1956

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

4.40

2012-13

Deputy Commissioner, Noida-I, Uttar Pradesh

65

Central Sales Tax Act,

1956

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

47.36

5.72

2012-2013

Joint

commissioner of Commercial Tax (Appeals), Vadodara

66

Central Sales Tax Act,

1956

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

28.57

5.71

2011-12

Deputy

Commissioner,

Vadodara

67

Central Sales Tax Act,

1956

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

20.52

2.07

2013-14

Deputy

Commissioner

Appeal

68

Central Sales Tax Act,

1956

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

3.70

9.75

2014-15

Appellate Deputy Commissioner Of Commercial Taxes, Chennai (South)

S.

No.

Name of Statute

Nature of Dues

Amount

(Rupees

Millions)

Amount

Deposited

(Rupees

Millions)

Period to which the amount relates

Forum where dispute is pending

69

Central Sales Tax Act, 1956

Non-submission of waybill Form 402

6.41

2.10

2016-2017

Deputy Commissioner, Commercial Taxes, Gujarat

70

Central Sales Tax Act, 1956

ITC disallowance

4.72

2012-2013

Joint

commissioner of Commercial Tax (Appeals), Vadodara

71

Central Sales Tax Act, 1956

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

3.77

2013-14

Assistant Commissioner of Commercial Tax, Rajasthan

72

Central Sales Tax Act, 1956

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

0.75

1.81

2012-13

Appellate Deputy Commissioner Of Commercial Taxes, Chennai (South]

73

Central Sales Tax Act, 1956

Non submission of Statutory Form such as C

0.36

2014-15

Assistant Commissioner of Commercial Tax, Rajasthan

74

Central Sales Tax Act, 1956

Regular VAT assessment

0.24

2013-14

Assistant Commissioner of Commercial Tax, Rajasthan

75

Central Excise Act, 1944

Irregular a ailment of Cenvat Credit on certain Ineligible service alleged

0.46*

-

2010-2011

CESTAT -CHENNAI

76

Central Excise Act, 1944

Excise duty on Exports

2.51

0.19

2012-2013

Commissioner

Appeal

77

Central Excise Act, 1944

Duty on removal of Inputs ''''as such

2.37

2011-2016

Additional Commissioner, Sec-62, Noida

78

Central Excise Act, 1944

Excise duty on Freight charges recovered from customer to be included in Assessable value

11.65

0.87

2011-2016

Additional

Commissioner,

Vadodara-II

79

Income Tax Act,1961

Disallowance on account of bad debts written off and various other disallowances

90.00

27.20

AY 2012-13

Commissioner of Income Tax (Appeals)

80

Income Tax Act,1961

Disallowance on account of bad debts written off and various other disallowances

104.31

33.75

AY 2013-14

Commissioner of Income Tax (Appeals)

81

Central Sales Tax Act, 1956

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

32.89

3.29

2013-2014

Additional Commissioner (Appeals), Noida

82

Central Sales Tax Act, 1956

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

200.86

7.65

2014-2015

Joint

Commissioner, Sales Tax, West Bengal

83

Central Sales Tax Act, 1956

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

65.23

7.29

2013-2014

Deputy Commissioner, Commercial Taxes, Gujarat

S.

No.

Name of Statute

Nature of Dues

Amount

(Rupees

Millions)

Amount

Deposited

(Rupees

Millions)

Period to which the amount relates

Forum where dispute is pending

84

Central Sales Tax Act, 1956

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

20.90

-

2014-2015

Joint

Commissioner, Sales Tax, Noida

85

Central Sales Tax Act, 1956

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

8.50

-

2014-2015

Joint

Commissioner, Sales Tax, Delhi

86

Central Excise Act, 1944

Denial of excise exemption on account of mismatch of signature on exemption certificate

0.90

0.07

2013-2014

CGST & CEAC, WB

87

Finance Act, 1994

Non-Payment of Service Tax on Research & Development and Rule 2(I) Of CCR 2004

3.86

0.29

2012-2013

Commissioner

(Appeals)

Lucknow

88

Central Excise Act, 1944

Service tax on royalty made at the time of 0.31 payment and not at the time of provisioning

-

2011-2012

Joint

Commissioner, West Bengal

* Represents Company''s share of Rs.673.83 Million of dues pending in forums Jointly with ALSTOM T&D India Limited

(Refer Note 33 of the accompanying Ind AS financial statements)

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to any bank. Further, the company did not have any outstanding debentures and did not have any outstanding loans or borrowings dues in respect of a financial institution or to Government.

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

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

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

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

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

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

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

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

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

We have audited the internal financial controls over financial reporting of Schneider Electric Infrastructure Limited (the Company”) as of March 31, 2018, in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

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

Auditor''s Responsibility

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

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the internal financial controls over financial reporting with reference to these Ind AS financial statements.

Meaning of Internal Financial Controls Over Financial Reporting with reference to these Ind AS Financial Statements

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting with reference to these Ind AS Financial Statements

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

Qualified Opinion

According to the information and explanations given to us and based on our audit, the following material weakness has been identified in the operating effectiveness of the Company''s internal financial controls over financial reporting with reference to these Ind AS financial statements as at March 31, 2018:

The Company''s internal control system for procurement to payment function was not operating effectively, since there were material weaknesses in approval of purchase orders. This could potentially result in material misstatement in Trade Payables.

A ''material weakness'' is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company''s annual or interim financial statements will not be prevented or detected on a timely basis.

In our opinion, the Company has, in all material respects, maintained adequate internal financial controls over financial reporting with reference to these Ind AS financial statements as of March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India, and except for the possible effects of the material weakness described above on the achievement of the objectives of the control criteria, the Company''s internal financial controls over financial reporting with reference to these Ind AS financial statements were operating effectively as of March 31, 2018.

Explanatory paragraph

We also have audited, in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act, the Ind AS financial statements of Schneider Electric Infrastructure Limited, which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2018 Ind AS financial statements of Schneider Electric Infrastructure Limited and this report does not affect our report dated May 19, 2018, which expressed an unqualified opinion on those Ind AS financial statements.

For S.R. Batliboi & CO. LLP

Chartered Accountants ICA

Firm Registration Number: 301003E/E300005

Per Vishal Sharma

Place: Gurugram Partner

Date: May 19, 2018 Membership Number: 096766