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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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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012

Director’s Report

Directors'' Report

The Directors take pleasure in presenting herewith the Annual Report and Audited Accounts for the year ended March 31, 2018.

Financial Results

(Rupees in million)

12M FY 2017/18 12M FY 2016/17

Sales and Services (Net)

13,337

13,770

EBITDA

58

(993)

(As percentage of net sales)

0.4%

(7.2%)

Depreciation

269

274

EBIT

(211)

(1,276)

Interest, net

436

420

Restructuring

72

Profit after tax (as per financials)

(647)

(1,759)

Note: Performance of the year was impacted by adverse forex movement during the year by Rs. 329 million (2018: Rs. 189 million loss vs 2017: Rs. 140 million gain) vs. last year

Further, interest cost was impacted adversely by forex due to foreign currency loan. Without forex, interest cost was in declining trend.

Dividend

No dividend has been declared by the Directors for the year ended March 31, 2018, due to losses.

1 Our Smart Products and Solutions

1.1 EcoStruxure™ Grid

The New World of Energy built on IT/OT convergence Megatrends: 3D equation is behind the profound change in the energy world

The first D is decarbonisation and for power systems we''re talking about the impact of renewables. It is predicted that over the next 15 years, growth in variable renewable capacity will explode. The variability of renewables means that grid-tied storage will also become a reality Secondly, digitization. The internet of things has reached power systems. Billions of automated grid devices gathering and integrating energy data will change the face of the future grid and transform the job of grid operators.

The third D is decentralization as power generation models are changing and where small scale solar and storage can turn consumers into prosumers and produce energy closer to where it is used.

Your Company is a technology company in the business of innovation.

Our advanced grid” vision of how we will support this transformation is built on 3 pillars of innovation. It will enable world energy players to embark on a digital journey

Innovation is in the DNA of your Company and in every part of the energy ecosystem. Your Company continuously innovates connected products to extend communication and data-integration capacities. Your Company''s local control systems work across the grid right to its edge, with distributed generation and on the demand-side enabling operational and enterprise data to be fully leveraged by powerful analytics and services.

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

Customer satisfaction is an integral part of your Company''s growth strategy. Every contact with Schneider Electric Infrastructure Limited should be a positive experience that makes all customers feel satisfied. Your Company delivers tailored customer experiences, which is fast and consistent at all touch points, to get satisfied customers. Delighting customers is #1 priority of Schneider Electric Infrastructure Limited and we continue to work to provide better experience to our customers.

1.2 Enhancing Customer Experience

Your Company is in a transformative journey to make Schneider Electric Infrastructure Limited the best in class and to deliver a WOW experience across all touch points using the following guiding principles.

- Customer Centricity: Your Company has stepped into customers'' shoes to understand their needs through customer personas.

- Offer Quality: Your Company innovates and provides premium quality products along the life cycle and is focused on improving the offer quality of products like RMU and Transformers.

- Intelligence: Your Company runs strong analytics to convert our customer voice into actionable information through CNPS transformation.

- People: Your Company has instilled customer first culture through continuous engagement and sharing best practices.

- Satisfaction to Order: Your Company continues to improve the delivery reliability, product quality and service support through structured Issue to Prevention process.

The energy transition generates significant issues that remain to be tackled, as the world sees a paradigm shift towards decentralized and intermittent renewable power The new emerging power system requires increased flexibility. Your Company has been very active in developing microgrid solutions, which inherently bring new levels of flexibility to the grid. Your Company''s innovative, advanced digital solutions and services enable utilities to operate and maintain more reliable, resilient, and efficient grids, enabling the smooth integration and management of distributed energy resources into power networks.

2 Our Strategy

As a leader in the Digital Transformation of Energy Management and Automation, Schneider Electric Infrastructure Limited is strategically positioned across the energy landscape. Your Company is at the forefront to capture the industry''s megatrends with an extensive energy management and automation offer that is delivered through complementary business models and access channels.

Driving the digital energy transition

Driving the digital transformation of our customers and partners

In addition to continuously innovating and digitizing our offers, we aim to provide the best-in-class digital experience to our customers and partners. Our digitized and dynamic sales and marketing channels, provide customers with easy access to up-to-date information on our offers and company, be it on social media, our web or our partner portals. We deliver a digitized and tailored customer service experience from the design phase to operations and maintenance. Digitization is at the core of our strategy and the company is committed to supporting the digital transformation of its customers and its partners. Your Company also wants to facilitate interaction between our partners, across the value chain, by bringing them on to one open platform and integrating them into a digitally enabled ecosystem that will eliminate current inefficiencies.

Building differentiated and complementary business models

Your Company offers a wide range of products, services and solutions. Each of these offers have different revenue growth and profitability profiles, complementing each other to fulfil our partners'' and customers'' needs. With a strategy to accelerate growth of our profitable businesses and bring improvement in our systems, we focus on selling:

- More products through our partner network offering a wide range of market-leading products supported by a superior digital customer experience. Our products offer best-in-class technology to our direct partners, such as panel builders, resellers, contractors and system integrators, who provide the ability to reach large numbers of small and medium sized customers. Our connected products, the things” of IoT, connect seamlessly to higher- level systems and software.

- More services to partners and end users to maximize the business value of their installations and optimize their processes. Your Company offers a wide range of services led by digitally enhanced field services to our large installed base and digital services providing customers with the right information at the right place and right time.

- A better system where Schneider Electric Infrastructure Limited focuses on delivering more specialized systems (equipment & projects), both through our partners or direct to end users, with tested and validated reference architectures. They provide significant opportunities to develop greater customer intimacy and stickiness through dialogue with final end-users, which in turn helps continuous innovation.

Your Company products, services, software and solutions are all combined in EcoStruxure™, our open, interoperable, IoT-enabled system architecture and platform. EcoStruxure™ delivers enhanced value around safety, reliability, efficiency, sustainability, and connectivity. EcoStruxure™ leverages advancements in IoT, mobility, sensing, cloud, analytics and cybersecurity to deliver innovation at every level, from Connected Products, Edge Control to Apps, Analytics & Services.

We believe in the high and long-term growth potential of our business and we continuously invest to drive that growth. This investment is focused on sustained spending on research and development, as well as growing our commercial presence and skills, especially in the fields of high value-added technologies and services. Driving efficiency at all levels of your Company is an equally important focus. 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

Investing in profitable and responsible growth while driving efficiency

3 Smart Factory Initiatives 2018 - MVI

In line with Schneider Electric Hoshin Policy under Digitize/ Innovate category the following Smart Factory initiatives are planned in 2018.

Sr. No.

Project

Details

1.

Lean Digitalization System (LDS)

Digital manufacturing management of shop floor processes with online analytics

2.

Q-DISC (Quality Digitized Inspection System and Control)

Digitized inspection of quality checklist with online analytics

3.

3D Printer for Additive Manufacturing

Production of non-productive parts with reduction in lead time

4.

Digital Versatility and Multi Skilling Tool

Digital skill and versatility management of the operators

5.

Power Monitoring Expert - Resource Advisor

Online analytics of the power consumption data in the factory

6.

DISS (Digital Idea and SIM Software)

Online tracking of the SIM points integrated with LDS; digital tracking of the ideas provided and implemented

4 Some Major Solution Business Milestones of Your Company in 2017-18

Major Orders:

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

- Sterlite Technologies Limited placed an order with Schneider Electric Infrastructure Limited for 110 kV Intake Substation along with associated transmission lines and civil works for their expansion project at Aurangabad (Maharashtra).

- Reliance Infrastructure Limited, an existing customer awarded an order for Design, Supply & Installation of SCADA compatible two numbers of E- House for Mumbai electrical distribution.

- Your Company has won an order for Installation, Testing and Commissioning of 33/11 kV S/S for Tibbia College, Delhi from BSES Yamuna Power Limited.

- Grasim Industries Limited, a Birla Group company , awarded an order for Supply, Installation, Testing & Commissioning of SCADA compatible 66/11 kV Intake Substation for their plant expansion near Vadodara (Gujarat).

- Your Company has received an order on Design, Supply and Installation of 132/11 kV Bay extension for JSW Steel plant at Salem (Tamil Nadu).

- Your Company has received an order from L&T (EESL) for Head-End System for Smart Meters in UP & Haryana. This is part of the Government of India initiative for improving energy efficiency by reducing AT&C losses.

Schneider Electric Infrastructure Limited has executed project of Design, Engineering, Supply, Installation, Testing and Commissioning of 11 kV Switchgears, Transformers and associated equipment required for providing input supply to Saint Gobain plant expansion.

Saint Gobain - Glass Manufacturing Unit (Chennai)

The project was successfully commissioned within the contractual timelines and to the complete satisfaction of customer. Saint Gobain is one of the esteemed customer of Schneider Electric Infrastructure Limited.

Wartsila - APGCL (Maibela , Assam)

Your Company has successfully completed Supply, Installation, Testing and Commissioning of 11/132 kV Transformer Extension Bay for Assam Electricity Generating Power Station. MVA generating transformers were successfully designed, manufactured supplied with complete installation, testing and commissioning at site.

5 Services Activity

Your Company listens to its customers and understands their needs. We seek to deliver the best, customized and efficient solutions while creating long-term trust. Field Services is at the heart of SEIL''s business model. Being one of the focus areas, your Company understands Services is a people''s business more than any other business. We at Field Services endeavor to help our customers to increase productivity, reliability and safety, mitigate risk, limit downtime, upgrade equipment, enhance life and cut costs thereby improving return on investment.

One of the ways we bring maintenance costs under control, is by moving from many agreements with varying costs to one service plan with one responsible provider

This makes management and budgeting easier by creating controlled and consistent costs without surprises.

The Indian power sector is plagued with mounting losses due to various inefficiencies, commercial and technical losses in electrical networks. One of the key issues and initiatives that has surfaced in the power reform is to fully utilize the capacity of generation and distribution units, including revamping of old, sick and low performing units. With increasing complexity and requirements in the electrical network, lack of permanent skilled resources on site and demand for greater reliability, customers are keen to entrust consulting, maintenance, refurbishing, retrofitting and up gradation of their systems in the hands of experts. This distinctive need of the market is served through the Services business.

Present throughout the entire life cycle of our solutions, our aim is to assist our customers to proactively plan, install, operate, optimize and renew all solutions and to define and implement the best solution evolvement, thereby improving performance and flexibility, while controlling aging infrastructures'' costs. We are quick to adapt and act with flexibility that makes it possible to capture opportunities. Adding to this personal attention, which makes us easy to work with, is our expertise in infrastructure digitization and digitized services. Our extensive digital products and systems improve management and customer experience. Offers such as Remote Monitoring Service (RMS) can anticipate threats before they become significant while ensuring that equipment and systems are running at peak efficiency

On-site maintenance and repair can lower downtime, and make spare parts readily available. Combining our personalized customer service with advanced products and expertise, especially digitization, makes our Field Services offer truly comprehensive.

Your Company''s 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 & predictive services maintenance contract and extended diagnosis for ED equipment), On-Demand maintenance (one time maintenance, spare parts and repairs), Modernization & Upgrade (retrofit and revamp solutions) and Installation Assessment (health check). To effectively deliver this, we have a pan India presence of dedicated services and authorized service centers and specialized channel partners, who cater to all the legacy and current brands of your Company and quickly respond to customer calls.

Your Company''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 and retrofits, scaling up and completing critical projects during short annual maintenance breaks, etc. A dedicated Services Business unit enables this capability building and as the services market matures, our focus and preparedness takes us ahead of the curve. Composition of services business and the business model employed makes it very attractive in terms of return on capital employed and enhancing customer satisfaction.

Field Services Business of your Company has set the benchmark in the country in the field of services in electrical distribution, by obtaining the BVCI''s IMS certification comprising of ISO9001:2008 & ISO14001: 2004, and also BS OHSAS 18001:2007 for maintenance services, supply of spares, design, engineering, supply, installation, testing and commissioning of retrofit solutions and MV/LV revamp projects.

Some of the major projects by Services Business in 2017-18 include:

NTPC Limited: NTPC Ltd., formerly known as National Thermal Power Corporation Limited, is an Indian Public Sector Undertaking, engaged in the business of generation of electricity and allied activities. It is the largest power company in India with an electric power generating capacity of 53,651 MW. Your Company has been awarded the project of Supply & Retrofitting of 20-year old SF6 Circuit Breaker with latest HVX Range VCB for stage II and offsite area at NTPC Kahalgaon. Project is currently in commissioning phase. The customer benefits were guaranteed spare parts support, low maintenance and life extension of switchgear by at least 10-15 years.

Reliance Industries Limited: Your Company has been awarded a huge order by Reliance Industries Limited for its various projects. One order was for the supply of 6.6 kV, 3150A switchboard for gasification plant J3 Project at SEZ area, Jamnagar and the others were for the supply of 154 MV switch gear panels for the gasification plant. Due to flash floods and rains in Jamnagar in August 2017, few major equipment earlier supplied by SEIL for J3 project were damaged. Your Company was awarded the contract for refurbishment of all damaged switchgear panels with extremely tight deadlines in order to meet the J3 project schedules. SEIL successfully refurbished the panels in record time and the project is in the last stage of hand over to RIL now,

Samsung C&T India Pvt Ltd: Your Company has been awarded an order for the Erection, Testing & Commissioning of 11 kV MV Panels and Supply, Installation, Testing & Commissioning of APFCR Panels at Samsung C&T India Private Limited. The modernization is being done at Samsung C&T factory site at Noida. This opens new opportunities for Schneider Electric Infrastructure Limited in other Capex to Opex projects and for customers it ensures peace of mind in knowing that equipment is in professional hands from supply to commissioning and has the promise of enhanced reliability and safer technology

Banaras Hindu University: Your Company has been awarded the tenth-year renewal of maintenance contract by one of the best universities in the country. The Operation and Maintenance contract of electrical installation in the Banaras Hindu University is running for more than nine years since 2007. Your Company has been providing support to operate and maintain two 33 kV Grids along with 20 substations feeding the entire campus, including hostels, a hospital and academic blocks. We have taken up 24x7 electrical O&M on both campuses. Your Company is proud to have provided an efficient and reliable service and peace of mind to the customer for the last nine years. Renewal of this important maintenance contract for the tenth year in a row establishes the confidence and trust the customer has on our services in ensuring customer satisfaction.

Vedanta Limited: Your Company has been awarded a long-term maintenance contract for the project of Operation & Maintenance activities in MBA Fields for Schneider make GIS LV/MV Switch gear, harmonic panel & PMS Panel. This includes PSS, RMUs with Breakers & Relays. This is a 3-year contract and the sites under this scope are Mangala, Bhagyam, Aishwarya well pads, EOR call out basis. The work will be done at Mangala processing terminal which is 40 kms from Barmer. The multi-year contract shows the trust of the customer and confidence in our services

Maruti Suzuki India Limited: Your Company has been awarded an order and this has been successfully executed. This is a revamp order with supply and service. The scope of the work involved supply of HT/LT panels, transformer, busduct along with installation and commissioning. This took place at MSIL plant Gurgaon. MSIL has been one of our loyal customers and we have ensured customer satisfaction for the projects executed so far

Hindustan Petroleum Corporation Limited: Hindustan Petroleum Corporation Limited is an Indian state-owned oil and natural gas company with its headquarters at Mumbai, Maharashtra. Your Company has been awarded a revamp order of Supply, Installation and Commissioning of 33 kV Panels. This included replacement of old panels. It has been one of the biggest orders for Field Services this year. This will be executed at HPCL, Visakhapatnam.

6 Human Resources

Your Company, as global specialist in energy management and automation, create connected technologies that will reshape industries, transform cities and enrich lives. We invest in technology to get the best innovation in the market and in our people because we believe ''Great People will make Schneider Electric a great company''.

Your Company truly believes that people are our most valuable assets and the most critical to our success. Thus, we need to motivate employees and promote involvement by making the most of our diversity supporting professional development, and ensuring safe, secure and healthy working conditions. Our ultimate ambition is to generate higher performance and employee engagement through world-class people practices.

To support our 2020 vision, Schneider Electric Infrastructure Limited has created a company-wide program around People Transformation called ''Step Up''. The 6 pillars of transformations that determine immediate and long-term HR priorities of Schneider Electric Infrastructure Limited are High Performance Culture, Well-being, Diversity & Inclusion, Learning, Leadership and Talent Management. Your Company keenly listens to our employees through surveys in order to understand people needs and requirements. Thus enabling us to tailor people policies and practices to meet our specific needs as an organization.

Schneider Electric Infrastructure Limited as an organization has an extremely open culture and there are various channels of communication between employees and leaders. The organization channels like Ask the CEO, CHRO, Connexion Sessions and Open Lines at Global and Country level are available for employees to share their ideas, give feedback and express their concerns.

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

Employee Wellbeing

Schneider Electric Infrastructure Limited believes that well-being creates performance and performance generates well-being. This in turn ensures engaged and positive employees, and these work together to lead to the overall business growth of an organization. Our wellbeing programme acknowledges this and firmly places our people at the heart of our business.

Your Company has a basket of activities and programs under the well-being initiative which have been categorised under four main pillars namely Social Well Being, Mental Well Being, Physical Well Being and imparting regular tips to employees and encouraging them towards a healthy lifestyle. This is being further facilitated by:

- Ensuring overall health and wellness of our employees through regular health camps, onsite yoga, revised insurance policies

- Flexibility at work to help employee balance their work and personal lives

- Leadership involvement to encourage employees towards well-being, regular meetings

- An encouraging ambience - soothing music, energizing atmosphere, regular polls to understand employee requirements

Energy workshops were conducted for our employees to help create a sustainable high performance culture by educating employee to manage their energy more skilfully and move away from focusing on time. It also develops actionable strategies that help individuals and organizations to become more energized, focused and productive. More than 50% of our employees have participated in the program and their feedback has been phenomenal.

Fun-filled Fridays were celebrated on a fortnightly basis by an initiative ''Abba Dabba Doo, Happy Friday to You'' to create an environment of fun and frolic by celebrating birthdays, festivals, get-togethers etc. This initiative also contributed towards enhancing engagement of our employees, thus helping employee engagement score rise by 18 points.

Diversity & Inclusion

Schneider Electric Infrastructure Limited advocates Diversity as a key business imperative and inculcates it as a core value. Your Company is dedicated to women''s development as we believe a diverse workforce will give us ”our” competitive advantage. Retention of existing women talent is considered equally important as hiring new talent, as both directly arrest the major challenge of not having enough women in our sector. Accordingly, initiatives have been deployed across India.

Recruitment Strategies

Your Company has focused on mid-level / lateral hiring to hire high potential women at mid management level across different sectors. To build a robust pipeline for our women leaders we have accelerated our hiring especially at the base level. Our engagement with the campuses ensures that we are able to infuse women during their formative years. In 2017, 64% of our campus offers were women GETs & MTs. In 2017, Energy overall hired 63% of women talent.

Hiring from a diverse pool of talent and including people from different socio-economic backgrounds, is an important way of creating an inclusive culture Enabling Environment

To support our employee''s diverse lifestyle and life choices your Company has introduced several progressive policies and practices in the last few years. Day care policy was revised basis employee feedback and revision in law. Since this is a critical factor for employee retention we now have Schneider Electric Infrastructure Limited registered day care centers at subsidized rates across locations. Family Leave Policy was launched with introduction of leaves like Care Leave

i.e. 2 weeks of sick leave for self and family members and Bereavement Leave i.e. 1 week paid leave as time off for employees mourning the loss of a family member Your

Company wants to have an inclusive culture and hence it''s important for us to sensitize our employees on unconscious bias. This year your Company celebrated International Women''s Day on the theme of ''Inclusion'' and ''Gender Equality''. Various initiatives and programs on this theme were organized with an overwhelming participation from employees. Gender pay analysis was conducted to ensure that similar performance, potential and role are paid equally

Development Initiatives:

Urja: Continuing our journey, this development program aims to facilitate and accelerate the career progression of our women leaders along with enhancing their awareness on their signature strengths. In last 3 years we have covered 150 women via this program. Key potential women are also mentored by top executive leaders to support their professional growth.

Societal Commitment

Jagriti: A curriculum designed to teach school children on gender stereotyping. By touching the lives of children in schools, this program aims to tackle this problem at its roots. Your Company covered 6000 students by these learning sessions in 2016 & 2017.

The third edition of Prerna Awards was celebrated in March 2018 to recognize 3 women SME''s for their contribution towards women empowerment

Management regularly connects over coffee with women colleagues to understand the pulse of the employees and take actions on identified areas.

Diversity for us is not just about promoting gender balance - it''s about appreciating different cultures, backgrounds and generations

Learning & Development

Development of people continues to be a key area of strategic focus of your Company and our learning and development initiatives during the year are based on the 3Es approach viz ''Education, Experience and Exposure''. Thus, all organized trainings are based on development reviews held by managers addressing real and critical needs for the organization. Schneider Electric Infrastructure Limited has conducted more than 650 man-days training and covered 100% of employees. This not only includes technical skill building trainings but also interventions and workshops of change management, culture building and leadership.

All people managers were offered training on Great Feedback and Performance Coaching so as to improve their skills in managing their teams effectively. We have identified internal mentors and coaches for a pool of key talents who help young professionals, hone their skills and apply their knowledge effectively

In order to make front office team more agile and effective, team specific programs were organized for Marketing, Sales Execution and Targeted Account Managers to meet their specific development needs. Employees were also nominated by their managers for selected public program and seminars.

Internal Trainer policy is designed as a key initiative with an intent to encourage and engage internal trainers towards common organizational goal for employee development. The objective is to leverage the knowledge and experience inside Schneider Electric Infrastructure Limited in a planned and structured manner This helps internal trainers have a sense of pride for delivering trainings.

Your Company continues to promote and strengthen a culture of continuous learning at all levels through the digital learning. An intensive e-learning campaign is undertaken to create champions who drive this process. Your Company has closed the year with almost 40% of digital learning. The process has resulted in tremendous improvement in productivity and efficiency of employees.

Learning week is celebrated to dedicate a week towards employee''s learning. Various initiatives and sessions are planned with a right blend of business games, ecostruxure modules, market place and fun activities in order to enable employees have a holistic view towards learning.

Development programs like Champions Club, Ojas and Tejas help us develop leaders who can be role models for future. People who go through the development program (40-50%), receive career progression within a year

Leadership

Your Company leaders are genuine and are an inspiration to their teams. Your Company culture ensures we have accessible leaders who have exemplary skills in building teams, collaborations and businesses. Schneider Electric Infrastructure Limited Leadership Expectations and SCOPE values form the foundation of our culture and every employee is expected to live by them. Leaders are expected to not just deliver the business results but also to be a role model for our leadership expectations namely the business developer, team builder, team player, decision maker, great professional and a role model of our values.

Talent

One of the key initiatives under Talent” Pillar has been that of our Employer Value Proposition (EVP). These are core differentiators for us to attract and engage both internal and external talent, making Schneider Electric Infrastructure Limited their employer of choice. Your Company circulates talents between functions, entities, communities to help employees grow vertically and horizontally There are various engagement activities

Culture Workshop - In order to serve business priorities, it is very important to create an enabling culture that supports business growth and enables team to achieve business targets and strive to achieve more. Reinforcing positive behaviour, empowering teams and creating a sense of ownership are important levers of the organisation. Trust and collaboration, accountability and ownership, empowerment of teams are some of the elements that have been driven by the leaders in a focused manner

carried out throughout the year which includes leadership connect, leadership live sessions to promote leadership behaviour, celebrations, festivals, recreational, sport activities, etc. Additionally, rewards and recognition program has been strengthened, aiming to create a culture of recognition and celebrating performance at multiple levels across the organization for individuals and teams.

Your Company had an impactful presence at Innovation Summit 2018, to demonstrate the New & Intelligent Digital Solutions. Held from 19th - 20th March, 2018 at the Hotel Andaz and JW Marriot, Aero City, New Delhi, the event converged electrical operation technology and automation devices with information & communication technology onto one platform. We showcased our diverse portfolio of products and solutions in an endeavor to display our global technological innovations in the field of energy efficient products and solutions. The event proved to be a key driver in creating brand awareness, generating leads and engaging with 2000 customers, consultants, contractors, etc.

7 Key Events of the Year

Innovation Summit 2018: Showcasing Innovation & Technology Prowess

Our spectacular stall - designed in the shape of a power button - found favor with large number of visitors, many of whom stayed at our stall for long hours, inspecting all our verticals that included Utilities, Data Centers, Residential, Buildings, Services, Digital Customer Experience, etc.

Several high profile government dignitaries stopped by and took a tour of the Company stall. These included Mr Amitabh Kant, CEO, NITI Aayog. All through the conference, the booth attracted several high-profile customers, journalists, opinion makers, think tanks and industry leaders who could be seen eagerly taking a tour of the stall.

#B Responsible Indian campaign - Ecostruxure Grid Launch

Your Company has launched a campaign on the Goverment''s mission of 24x7 quality and reliable power for all through grid modernisation by creating awareness for utilities. Your Company has educated the targeted audience on the Smart Electrical Distribution Solutions; thereby empowering the power system with an efficient and reliable network. Your Company has organised series of roadshows in various cities including Delhi, Jaipur Hyderabad, Mumbai and Guwahati and invited C-Level top managers, Functional heads and other key officials from various DISCOM like APDCL, BESCOM, Tata Power MESCL, etc.

Partners Regional Outreach Programme

To extend the reach into other potential regions your Company organized various technology seminars and workshops targeting partners, resellers and contractors in different regions like Vadodara, Delhi, Mumbai,

City Next 2017 Expo

Your Company participated in the Smart Solutions at Industry Events. This exposition was aimed at bringing together all the stakeholders to discuss the challenges and opportunities in developing smart cities in India. Showcased at SEIL booth were capabilities in the areas of smart public services, urban efficiency and energy Chennai, etc. The purpose of this event was to share our technology roadmap with key partners and to show them efficient ways of improving reliability and operational efficiency.

optimization. The know how and experience gleaned from over 250 projects were showcased at the SEIL booth at the Smart City Exhibition. Our pristine booth done in green and white, complete with a command control center, was visited by over 300 attendees.

8 Finance

In recent trends, finance has been playing an important role in supporting business, customer engagement, decision making, performance management, business analytics and controlling. Synergies between processes play a critical role in business success which required a

robust process to control and bring in conformity of all the activities. The Company follows the Schneider group''s best practices of treasury, audit, reporting, taxation, financial shared services (FiSS) and credit to bring synergies with efficient utilization of resources.

9 Investor Relations

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

Through conference calls, the management of your Company has created a platform for two-way communication to address the stakeholders and analyst queries and keep them updated on market conditions, strategies, business segments and operational performance of the Company

Your Company maintained its website and uploaded all financial results and presentation made to investors on timely manner In addition, all major developments are communicated to stock exchanges.

Your Company understands and appreciates the significance of good corporate Governance and the important role it plays in building investor confidence, improve investor protection and maximize the shareholder value.

10 Internal Audit

The Company has put in place a robust internal audit system 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 at the Company is an independent and objective function performing assurance and consulting activities designed to add value and improve the Company processes along with providing assurance over end to end company processes.

To supplement the audit assurance provided by in-house team, the Company had also outsourced some audit work to third party audit firms. 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 annual audit plan for the year is based on risk assessment, which is approved by the Audit Committee. The Company has set up a robust risk management and Internal Control assessment framework across the organization which facilitates identification, assessment, communication and management of risk in effective manner

As per the requirement of Companies Act 2013, a detailed internal financial control framework had been documented through the Risk and Control Matrix (RCMs) in 2015-16. Documented controls are tested annually to ensure its effectiveness. Post controls testing, a diagnostic review of the Company processes’ is completed highlighting existing risks and corresponding mitigation plans with closure of previously identified risks, in compliance with IFC guidelines.

Resignation

11 Directors and Key Managerial Personnel


Ms. Sonali Kaushik, Woman Director of the Company has resigned from the Board effective from the close of business hours on February 13, 2018, pursuant to change in her responsibilities within Schneider Group and relocation to France.

Appointment

Ms.Bidisha Nagaraj was appointed as the Woman Director of the Company effective March 7, 2018 pursuant to Section 161 and 149 (1) of Companies Act, 2013, subject to the approval of the shareholders of the Company in the Eighth Annual General Meeting. Her appointment was recommended by Nomination and Remuneration Committee and approved by the Board of Directors of the Company

Mr Bruno Bernard Dercle, has been appointed as a Professional Director designated as Managing Director and Chief Executive Officer by the Board with effect from August 1, 2018.

Re-appointment

Mr Prakash Kumar Chandraker, Managing Director and Chief Executive Officer of the Company was reappointed by the Board in its meeting held on November 13, 2017 for a period of 2 years effective from December 16, 2017 subject to the approval of shareholders in the Eighth Annual General meeting and Central Government, if required.

However, Mr Prakash Kumar Chandraker, decided to make a career move and has expressed his desire to resign w.e.f. July 31, 2018. Your Board accepted the resignation in their meeting held on May 19, 2018.

Accordingly, the proposal for re-appointment for a period from December 16, 2017 till July 31, 2018 is placed for approval of members as part of the Notice calling the Eighth Annual general Meeting.

Mr Vinod Kumar Dhall, Mr Ranjan Pant and Mr. VS. Vasudevan, Independent Directors of the Company have been re-appointed for a second and final term of 3 years effective from May 22, 2019 to May 21, 2022 i.e. after expiry of their current term on May 21, 2019 by the Board of Directors in their meeting held on July 27, 2018 pursuant to recommendation of nomination and remuneration committee.

Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Anil Chaudhry, Director, retire by rotation and being eligible, offers himself for 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. The Board recommends re-appointment of Mr Chaudhry.

Changes in Company Secretary

Mr Anil Rustgi, Company Secretary and Compliance Officer, has resigned w.e.f. July 4, 2018.

Ms. Bhumika Sood has been appointed by the Board as the Company Secretary and Compliance Officer w.e.f. July 27, 2018.

Brief particulars of the Directors to be appointed/reappointed are given elsewhere in this report and as part of Notice of the 8th Annual General Meeting.

As per declarations received, none of the Directors of the Company are disqualified for being appointed/reappointed as Directors as specified in Section 164(2) (a) and (b) of the Companies Act, 2013.

12 Criteria of Independence

The Nomination and Remuneration Committee assesses the independence of Directors at the time of appointment / re-appointment pursuant to the criteria laid down by the Company in line with the requirements of the Companies\ Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Determination of independence is being re-assessed when any new interests or relationships are disclosed by a Director.

13 Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 that the Independent Directors of the Company meet with the criteria of their Independence as prescribed therein.

Familiarization program for Independent Directors

The Independent Directors are provided with necessary documents, reports and internal policies to enable them to familiarize with the Company''s procedures and practices. Periodic presentations are made to the Board and Board Committee Meetings on business and performance updates of the Company The details of such familiarization programs for Independent Directors are posted on the website of the Company and can be accessed at the link https://infra.schneider-electric.co.in/ investor- relations/board-of-directors.html

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors including Chairman pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”). The performance of the Board was evaluated on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc. The performance of the committees was evaluated on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

14 Evaluation of the Board''s Performance

In a separate meeting of Independent Directors, p e r fo r m a n c e o f N o n - I n d e p e n d e n t D i r e c t o r s, performance of the Board as a whole and performance of the Chairman was evaluated. Performance evaluation of independent directors was done by the entire Board, excluding the Independent Director being evaluated.

The review concluded by affirming that the Board as a whole as well as all of its Members, individually and the Committees of the Board continued to display commitment to good governance, ensuring a constant improvement of processes and procedures. It was further acknowledged that every individual Member and Committee of the Board contribute its best in the overall growth of the organization.

15 Remuneration to Directors

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

16 Policy on Remuneration to be paid to Directors, Key Managerial Personnel (KMP) and other employees and criteria for appointment of Directors

Your Company has in place Remuneration Policy for Directors, KMP and all other employees of the Company and Criteria for Appointment of Directors. The policies were adopted in line with the requirements of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges.

The Policy inter-alia, requires the Directors to be of high integrity with relevant expertise and experience so as to have a diverse Board. The Policy further lay down the positive attributes/ criteria which the Nomination and

Remuneration Committee keep in mind while recommending the candidature for the appointment as a Director

Policy on Remuneration to be paid to Directors, Key Managerial Personnel (KMP) and other employees and criteria for appointment of Directors is posted on the website of the Company and can be accessed at the link https://infra.schneider-electric.co. in/investor-relations/policies.html.

17 Committees of the Board

The Details of composition of Audit Committee and other committees of the Board of Directors along with the attendance thereof is provided in the Corporate Governance Report forming part hereof

In line with the requirements of the Companies Act, 2013 and Listing Regulations, all related party transactions are entered into, on arm''s length basis, in the ordinary course of business. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

18 Related Party Transactions

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

The Related Party Transactions Policy as approved by the Board, may be assessed at the Company''s website at the web link: https://infra.schneider-electric.co.in/pdf/ InvestorRelations/Related_Party_Transaction_Policy_ SEIL_Revised.pdf

19 Particulars of Employees

The information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules”) in respect of employees of the Company, is annexed to this Report.

In terms of first proviso to Section 136(1) of the Companies Act, 2013, the Financial Statements are being sent to the Members and others entitled thereto, excluding the information on the employees'' particulars specified under Rule 5 (2) & (3) of the Rules. The same are available on the website of the Company viz. https://infra.schneider-electric.co.in/ and is open for inspection by the Members at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining a copy thereof may write to the Company Secretary

20 Directors'' Responsibility Statement

Your Directors state that:

a. in the preparation of the annual accounts for the year ended 31.03.2018, the applicable accounting standards have been followed and there are no material departures;

b. We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and profit and loss of the Company as at 31.03.2018;

c. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,

2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. We have prepared the annual accounts on a going concern basis;

e. We have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively except controls related to purchase order approval process due to a limitation of the ERP Management is in the process of taking corrective actions in this regard.

f. We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively; and

g. the Company has complied with the Secretarial Standard-1 (Meetings of Board of Directors), Secretarial Standard-II (general meeting) issued and amended from time to time, by the Institute of Company Secretaries of India.

21 Auditors

i. Statutory Auditors

M/s S.R Batliboi& Co, LLP Chartered Accountants (ICAI Registration No. 301003E/E300005), Statutory Auditors of the Company, were appointed by the Shareholders of the Company at their 5th Annual General Meeting (AGM) held on August 11, 2015 from the conclusion of 5th Annual General Meeting up to the conclusion of the 10th Annual General Meeting.

The report given by the Auditors on the Financial Statements of the Company forms part hereof. There has been no qualification, reservation, adverse remarks or disclaimer given by the Auditor in their report on the financial statements, however on internal financial controls over financial reporting, there is a qualification with respect to approval of purchase orders process due to a limitation of the ERF3 As mentioned in the auditor''s report, this material weakness does not affect the financial statement, however management is taking corrective actions in this regard.

The observations of Statutory Auditors in their report, read with the relevant Notes to Accounts are self-explanatory and therefore, do not require any further explanation

There were no fraud transactions reported by the Statutory Auditors of the Company

ii. Cost Auditors

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules,

2014 as amended from time to time, the Company has been carrying out audit of cost records. The Board of Directors on the recommendation of Audit Committee has appointed M/s. Shome & Banerjee, Cost Auditors, Kolkata (Firm Registration No. 000001) as Cost Auditors to audit the cost records of the Company for the financial year 2018-19. As required under the Companies Act, 2013, a resolution seeking members'' approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the forthcoming Annual General Meeting.

iii. Secretarial Auditor and Secretarial Audit Report

The Board has appointed M/s Sanjay Grover and Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2017-18 as required under Section 204 of the Act and Rules made thereunder The Secretarial Audit Report for the financial year 2017-18 is attached as Annexure - I to the Board''s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

22 Public Deposits

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

23 Buy back of Securities

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

24 Sweat Equity

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

25 Bonus Shares

No bonus shares were issued during the year under review.

27 Particulars of Loans, Guarantees or Investments

26 Corporate Governance


The Auditors'' Certificate certifying the Company''s compliance with the requirements of Corporate Governance in terms of the Listing Regulations, is annexed as Annexure-III and forms part of the Boards'' Report.

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the same. The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 have strengthened the governance regime in the country. Your Company is in compliance with the governance requirements provided under the law. A separate section on Corporate Governance is annexed to this report as Annexure-II.

There are no Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

28 Extract of Annual Return

As provided under Section 92(3) of the Act read with Rule 12 (1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is given in Annexure IV in the prescribed Form MGT-9, which forms part of this report.

29 Risk Management Policy

In compliance with the requirement of the Companies Act, 2013, the Company has put in place Risk Minimization and Assessment Procedures. In order to effectively and efficiently manage risk and address challenges, the Company has formulated Risk Management Policy

The objective of any risk identification and assessment process is to evaluate the combination of likelihood and level of negative impacts from an event. The three main components of a risk assessment are business risk, service/operational risk and external risk.

The Company manages the risk in line with current risk management best practices. This facilitates the achievement of our objectives, operational effectiveness and efficiency, protection of people and assets, informed decision-making, and compliance with applicable laws and regulations.

30 Significant & material orders passed by the regulators

During the year under review, no significant and material orders were passed by the Regulators or Courts or

Tribunals impacting the going concern status and the Company''s operations.

31 Vigil mechanism

The Vigil Mechanism of the Company in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 includes a Task Force comprising senior executives of the Company. Protected disclosures can be made by a Whistle Blower through an email or dedicated telephone lines or a letter to the Task Force.

Directors'' Report


32 Material changes and commitments affecting the financial position of the company after 31st March 2018

There were no material changes and commitments affecting the financial position of the Company after 31st March, 2018.

33

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013


Pursuant to the provisions of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 read with Rules as amended upto date, the Company has constituted Internal Complaints Committees (ICCs). ICCs have been given the responsibility to receive and address the complaints received, if any, at all locations where the Company is

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

There was no instance of alleged sexual harassment reported during the year under review

34 Corporate Social Responsibility

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

The CSR Policy may be accessed on the Company''s website at the link https://infra.schneider-electric. co.in/pdf/InvestorRelations/corporate_social_ reponsibility_policy_SEIL_Final%2008_02_2016.pdf


35 Meetings of the Board

Five meetings of the Board of Directors were held during the period under review For further details, please refer report on Corporate Governance forming part of this Annual Report.

36 Code of conduct and ethics

The Board of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The objective of the Code is to conduct the Company''s business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one''s conduct in dealing with the Company, fellow Directors and Employees and with the environment in which the Company operates. The Code is available on the Company''s website (https://infra.schneider-electric. co.in/pdf/Investor-Relations/SEIL-Code-of-Conduct-SEIL.pdf)

37 Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013 is annexed as Annexure-VI and forms part of this Report.

38 Employees Stock Option Scheme

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

39 Business Responsibility Report (BRR)

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandate the inclusion of the BRR as a part of the Annual Report for top 500 listed entities, based upon market capitalization.

In compliance with the above regulations, the BRR is enclosed as Annexure- VII.

40 Acknowledgments

Your Directors would like to thank all stakeholders, namely, customers, shareholders, dealers, suppliers, bankers, employees and all other business associates for the continuous support given by them to the Company and its Management.

For and on behalf of the Board of Directors

Place: Gurugram Vinod Kumar Dhall

Date: July 27, 2018 Chairman

DIN: 02591373

Director’s Report