DIRECTORS' REPORT Your Directors take pleasure in presenting herewith the Annual Report and Audited Accounts for the year ended March 31, 2015. Dividend No dividend has been declared by the Directors for the year ended March 31, 2015, due to inadequate profits. Performance review The year 2014-2015 was a year of cautious treading for Your Company. Looking at the meager growth in the power generation sector market and the weak signs of revival at the beginning of the year, the company had strategically made choices to limit the negative impact of the market dynamics on the performance of the company. We maintained leadership position in the MV market we operate in. This was made possible by our persistent efforts in meeting the customer needs through innovation and improved organizational operational efficiency. Order intake in 2014-2015 stood at 13,103 million as against 12,156 million INR during the same period last year, translating into 7.8 percent growth. The focus of SEIL remained as always on "Providing customers with products and solutions that achieve maximum efficiency with minimum energy usage". This has helped Your Company to further strengthen its position, even in an uncertain market environment. Identifying the potential of the future trend of smart integrated solutions, Your Company has also created a portfolio of smart products and solutions through deep engagement with different segments of customers. Smart integrated solutions are going to be the future and SEIL is already positioning itself to be the pioneer in this segment. During 2014-2015, SEIL's focus was on providing its customers with digitized solutions adapted and suited to their specific needs. The customer centric approach of the company, which is the DNA of the group, has also helped in exploring newer avenues for value creation. The year has seen the company gaining recognition and confidence from both its customers and stakeholders. Providing increasingly reliable, safe and environment friendly offers allowed the company to realize a healthy mix of trend setting technological orders and business as usual orders. Employees are the most valuable assets of SEIL. They create value that helps Your Company achieve its goals and retain its market leader position. We launched several training and engagement initiatives to further enhance their competencies. The workforce remains focused on creating value for the customers and stakeholders. In an overall challenging year, Your Company was successfully able to deliver to the expectations of its key stakeholders and SEIL would like to thank the shareholders, customers and employees for their continuous support and confidence in the company 1. Our Strategy Leverage the world's new energy challenges The world's energy challenges are many: growth in energy demand, energy price increases, scarcity of natural resources, CO2 emissions reduction requirements, integration of unpredictable and intermittent renewable sources of energy, increases in peaks of consumption and others. We have developed a wide range of products and solutions that will provide end users with significant levels of energy efficiency and savings. Our smart grid solutions help electricity producers and distributors to improve the efficiency of their assets and to offer a better service to their consumers. This also contributes to improvement in the operation of the grid and reduction of investment in new generation capacity. Serve the increasing need for automation of our customers in key market segments The rapid industrialization taking place in India as well as rising standard of power reliability and safety is creating significant opportunities for growth. Coupled with this, large corporations are looking to improve operational efficiency across the whole enterprise, while at the same time improving security and safety for operators and the environment. Support the digital transformation of customers and partners The convergence of operational technology (OT) and information technology (IT) creates many new opportunities for customers. It makes their life easier, increases productivity, creates new business models that provide new value propositions for their own customers. Digitization is at the heart of their future growth. Through continuous innovation, we engineer products and solutions that help them unlock this potential. Schneider Electric builds native connectivity in its product offerings, delivers a range of digital services to help customers extract value from their data and provides the best customer experience to customers and partners Build two complementary business models: Products and Solutions Products and solutions are different and complementary business models and we aim to deliver profitable growth in both. Products allow us to continue to achieve scale and pricing power. In order to reinforce our leadership position and continue to grow, we leverage technology to offer connected, market leading products. Solutions and Services allow us to generate additional growth and profits, lower capital intensity and help reduce cyclicality. They provide significant opportunities to develop greater customer intimacy and stickiness through dialogue with final end users, which in turn helps in our quest for continuous innovation. We have developed reference architectures for solutions in targeted end-markets in order to facilitate smooth integration of our products and speed up project design. Invest in profitable and responsible growth while driving efficiency We believe in the high long-term growth potential of our business and we continuously invest to drive that growth. This investment is focused on sustained spending in innovation, as well as on growing our commercial presence and skills, especially in the fields of high value-added technologies and services. In addition to the investments we make to foster growth, driving efficiency at all levels of the Company is an equally important focus of the Group. We continuously seek to generate savings from purchasing, selling and manufacturing. Operational efficiencies are improved by reducing general and administrative expenses, while maintaining best-in-class standards in environmental sustainability and social responsibility. 2. Supply Chain Digitization Initiatives The following actions were started for Supply Chain Digitization • SIOP tool implemented in all plants for end to • Front end digitization tool "Satellite" launched end optimization of Sales, Inventory and to improve tendering and project management Operations processes efficiency • "Bridge SAP", new version of SAP, is under implementation across all plants 3. Customer Care Excellence (CCE) Customer Care Center (CCC) is one of the key drivers of customer satisfaction and loyalty-the one stop window for all our customer queries ranging from pre- sales support to post sales technical support. Your Company ensures that the customers are able to get the proactive support during the life of our products, services and solutions. The objective of CCE is to enhance customer satisfaction and loyalty by providing excellent and value-added support with easy access to the right competent support person and promote self-service utilizing digital technology. CCE is designed to create a unique Customer Care experience dedicated to: Our Customers: Improve customer satisfaction by providing consistent and professional support • One CCC phone dedicated number: single customer point of entry for business, regions and requests • Round the clock availability • Online self service • Profile based personalized support Our Employees: Improve productivity and customer support thanks to CCE technologies • Productivity enablers • 360° customer view • Collaboration around multi channel support Our Company: Build professional, large size and efficient CCCs with multi-languages, multi-skills, multi-request support and optimise infrastructure investment Position Customer Care as a brand differentiator • Leverage CCE for business growth. 4. Schneider is On (2015-2020) The new company program "Schneider is ON" is structured around five initiatives to deliver more value to customers and shareholders In 2014, Your Company program "Connect" reached its conclusion. This program was another step in building a cohesive, resilient and efficient Schneider Electric. Strong service growth throughout the program was achieved and high supply chain efficiency delivered. Additionally, the technology portfolio was strengthened and capabilities in software, targeted segments and key geographies enhanced. The new company program for 2015-2020 "Schneider is ON" is building on the strong foundations from Connect and is structured around five initiatives to deliver more value to customers and shareholders. • Do more for the customers to create more opportunities for them, and for Schneider Electric With this initiative, Schneider Electric aims to bring more value to customers and more business to partners, better intimacy and an access to specialists, consistent project execution and a unique and flexible delivery experience. • Simplify operations for increased efficiency Simplifying work and operations makes a difference to the customers. Schneider Electric targets to simplify its management set-up to make the company leaner, further increase supply-chain productivity, optimize R&D efficiency and solution execution, and increase sales force efficiency. • Digitize for customers, for efficiency and simplicity Schneider Electric offers will be more connected, enabling new services and improving the lives of its customers. The digital customer experience will be improved to deliver an end-to-end simple and intuitive partner and customer experience. • Innovate to support growth Innovation will focus on delivering the right products and solutions for customers in a focused and short timeframe. In addition, Schneider Electric will continue to be a partner of choice in sustainability in its innovations and operations and will be measuring its progress through the Planet & Society Barometer 2015-2020. • "Step Up" people This initiative is focused on increasing the competency of Schneider Electric employees through stronger collaboration, enhanced training and a culture of high performance while continuing to have a strong engagement for diversity and workplace satisfaction. 5. Our Smart Products for Smart Solutions As electricity networks become more complex and less stable, the grid needs to become smarter to continue to efficiently balance supply & demand. The grid will be Smart once all users are smart grid-ready and connected to the network. • Utilities will drive Smarter Supply, to manage increasing demand, network complexity and environmental concerns. • Energy-efficient companies and active end-users will drive smarter demand, to maximize the cost & environmental benefits from Energy Efficiency. • Demand Response will efficiently link Demand and Supply. SMART Grid therefore combines electricity and IT infrastructure to integrate and inter-connect all users (producers, operators, marketers, consumers etc) in order to continue to efficiently balance demand and supply over an increasingly complex network. There is, certainly, a greater need to monitor more complex voltage grid systems than was previously the case. This expansion of monitoring will lead to an immense amount of data that must be processed. Several systems are required for this: • Distribution Management System (DMS): The DMS is the tool that enables the power system engineer and dispatcher to effectively and efficiently engineer, plan and operate the distribution network • Global Information System (GIS): To show where, precisely, the event took place and which region is affected • Outage Management System (OMS): Sounds an alarm that informs the operator of the event • Customer Information System (CIS): Provides information on the utility's website, so that customers can find out for themselves why they have no power or how long it will take to rectify the damage • Work Management System (WMS): Creates a work order with the GIS data detailing location of substation for the people to undergo the rectification / replacement of equipment In addition to the above there is also need for additional solutions which help in establishing an efficient grid namely Digital Substation - Integration of IEC61850 based IEDs into a digital control system can enable the complete substation to be unmanned with remote monitoring and control from control center. Self Healing Grid - A self-healing grid is one capable of automatically sensing, isolating and instantaneously responding to power system disturbances, while continually optimizing its own economic as well as operational performance. Smart grid self healing refers to a design concept that enables problematic elements of an electrical system to be identified, isolated, and restored, with little or no manual intervention, so as to minimize interruptions of service. Self healing is, in essence, the smart grid's immune system. Renewable Integration - Atrue smart grid should help integrate a high number of distributed energy sources with most of them being renewable energy sources such as solar and wind. Renewables bring new challenges to grid managers like numerous distributed sources of very different sizes located where the resource is Viz. from small kW (residential solar) to some 100s of MW (large wind farms, hydro), Intermittent production (seasonal variability, day / night cycles (solar), Intra-day variability that our difficult to forecast. Renewable integration is one of the most important components of SMART grid which stimulates new technical opportunities. Distributed sources may allow grids to better withstand the loss of a centralized production unit or a local grid incident. Islanding can become a degraded mode of operation if it is controlled, power electronic converters bring the flexibility of software controlled machines, plus the ability to communicate, ability to operate in different modes, exchange of information with the grid management. Containerized Substations - With the growing needs of high reliability and availability of power, utilities need to look for innovative solutions which are compact, mobile, reliable and safe. Utilities also need a single responsible interlocutor to deliver a fully engineered solution with a simplified and fast delivery model. Over the past few years, the Smart Grid has been developing quickly but unevenly. Recent events have made the energy equation more complex everywhere, further accelerating the need for Smart Grid applications helping cities to get SMART. 6. Smart City As the global leader in energy management and efficiency, Schneider Electric has a portfolio of solutions to optimize, integrate and improve city infrastructure, including energy, transportation, public services, water, and buildings. As smart, sustainable cities, Tier 1 Cities in India increase their competitive advantage for economic growth, and position themselves to attract talent, business and visitors. The "Smart City" is a relatively new concept. The definition is evolving and will continue to evolve. An appropriate definition that is gaining adoption and acceptance comes from Navigant Research: A smart city is characterized by the integration of technology into a strategic approach to sustainability, citizen well-being, and economic development. Ultimately, the Smart City is about urban efficiency and doing more with less -providing differentiated services to citizens, reducing costs and generating revenue. To ensure maximum future prosperity, cities need to put in place the infrastructure that attracts high-value growth businesses, along with the amenities and public services that support high quality of life for residents and visitors. Cities that manage to do both will be the prosperity superstars of the coming age (quadrant 1), able to draw visitors to support a hospitality, leisure and shopping economy, able to attract and retain a high-value talented workforce, and sustained by flourishing, desirable businesses. Cities that only manage half the equation will find themselves in a difficult position versus their more dynamic competitors. Those with high quality of life, perhaps due to climate and natural environment, but without the infrastructure to support modern businesses, will subsist as leisure destinations or retirement havens (quadrant 2), but will lack the income and security that comes from a diversified economy. Those that have business infrastructure but poor quality of life for citizens (quadrant 3) will only be able to attract those businesses that have a compelling reason to be in that location and are willing to compensate employees - or those whose employees have few alternative options. In either case those businesses are likely to face retention issues and will increasingly locate their most highly valued employees at other sites. The cities will be in the precarious position of losing local employers as better alternatives become available. The cities that miss both targets will be downward spirals (quadrant 4), sustained neither by industry and commerce nor by leisure and tourism. The dimensions identified by future 100 Smart cities in India positions cities all across 4 quadrants. It would be ideal to transform them to Quadrant 1. Schneider Electric delivers systems that provide the fundamental infrastructure for SMART City business - in energy, water and commercial buildings. We also provide the systems that underpin high quality of life - smart homes, safe streets, smart mobility. Our integrated, collaborative approach enables cities to holistically manage all these systems to achieve urban efficiency - today. Our approach delivers the short-term, visible, measurable, low-investment results that cities need namely: • up to 30% energy savings; • up to 15% reduction of water losses • up to 20% reduction of travel time and traffic delays • Social and economic benefits The solution we propose will allow the City to monitor and control multiple, disparate systems in real time. This Urban Efficiency Platform has been combined with advanced sustainability reporting tools, analytics, operational control solutions and innovative applications to provide a truly efficient 'system of systems'. Our approach to the 100 Smart cities in India will have to be a highly customizable solution with a flexible and scalable open architecture. Easy to configure web and mobile reports will allow city stakeholders to monitor operational KPIs. Custom, real-time dashboards aligned directly with the city's needs provide visible examples of savings and success. The platform can be expanded modularly over time with immediate needs and objectives addressed during initial phases. Efficiencies and cost-savings can be leveraged to expand the platform to other areas of interest. Schneider Electric will intimately work to understand those cities' objectives and then collaborate to define a system architecture and road-map that delivers substantial value and urban efficiency. Schneider Electric's Smart City philosophy Every city in india is unique, and has its own unique journey to urban efficiency. Thinking of the Smart City as a journey, not a project, allows cities to develop plans that address improvements and systems in order of importance, and begin realizing early benefits. It allows cities to organize change at human pace and to adapt plans from time to time to address a complex, volatile and unpredictable environment. And it orients cities to continually balance essential dimensions with an organizing principle based on levels of operational excellence. Essential dimensions that must be balanced include: • Operational performance • Operational risk • Environmental sustainability • Human capital - the city workforce who have variable experience and knowledge - the city population who have variable culture and behavior The organizing principles that lead to operational excellence are: • Empowerment of operational people Unifying and federating assets, applications and systems to provide enable agile operations • Sustainable platform of capability so that the system has longevity to evolve Together this yields three phases of maturity • Phase A — People brought together • Phase B — Standardized and automated operations • Phase C — Fully optimized end to end value chain A new approach to collaboration and agility in operations leveraging flexible operational teams is arising, driven by the factors and elements previously discussed. Success today is largely related to situational management, where all management levels and specialists engage and collaborate in an agile manner. This is focused on physical control rooms, Smart verticals;it is focused on agility and timely decisions. This requires a "flexible operational team": one that works naturally together to leverage their experience, and which in the moment makes and implements decisions. Teams that do not have the enabling systems and processes to make and implement decisions cannot be responsive to the real-time situation in the city. As shown in the above figure, the value of the journey to urban efficiency can be very high to cities, especially if they progress through all three phases: • Phase A — People brought together These centers are simply a collocation of existing local operational systems, but the value is in the face to face communication and awareness of state of each domain. • Phase B — Standardized and automated operations This phase is where standards for user interface, layout, navigation, as well as embedded operational (workflow) procedures are applied, enabling consistent actions. Operators require a consolidated information and asset structure no matter what the underlying automation systems are or will be, without risk to existing systems. This is a common challenge when working with existing sites, acquired or built independently often with different automation systems and design philosophies. Phase C — Fully optimized end to end value chain The time and investment in training operational staff (often 1 year) is too high relative to personnel retention. Cities must drive down "time to performance" through new approaches to knowledge transfer. Technologies are providing accelerated knowledge transfer by extending the traditional class room, with both "near real-time experiential" training with operator simulation systems and "real-time experiential" training such as "what if scenarios" embedded into the operational experience. Schneider Electric Infrastructure Limited (SEIL) has developed unique approaches towards Smart Cities for the Indian context that are based on the cities & their current status. The approach to greenfield projects along industrial corridors will be different from the approach to brownfield ones. Your Company also has solutions for whitefield projects which consist of solutions for smaller township. In the case of brownfield cities which are mostly those cities announced by MoUD, Your Company proposes a bottom-up approach. Your Company has solutions like: • Smart Grid (Combination ofAdvanced Distribution Management System, Outage Management System, SCADA) • Smart Water (Suite of Water SCADA & Water Distribution Management System) • Smart Transportation System Asset Management System • City Surveillance etc.. • City Command & Control Centre In the case of greenfield cities, all the above solutions can the implemented in tandem because of the ease of execution. Your Company's business has been a technology leader in providing the field equipments namely Switchgears, Relays, FRTUs, FPIs, Transformers, RTUs, etc. which when combined with inhouse software and Integration capabilities Smart Operation Technology (SCADA), Smart Information Technology (Integration), Enterprise Solution (Analytics, Reporting, Dashboards) will help offer complete end to end Smart Solutions with experts in each field. This would address the promised dream of Indian leaders to meet the challenge of urbanization, efficiencies, sustainability, liveability . Execution Centre Activity Schneider Electric provides a complete range of electrical solutions for industries and utilities, from substations to power distribution systems. Our greatest strength is our expertise in handling projects from concept to completion. Our teams perform design and engineering, procure and supply products, erect, test and commission systems and demonstrate performance parameters. We also provide extended warranties and long term maintenance support. Our range of offerings vary from intake/evacuation sub stations, containerized substations, electrical balance of plants, electrical distribution systems, medium and low voltage packages, customised packages for specific needs, power distribution for infrastructure and other solutions. The Execution Centre delivers Major orders In the Solution business, Your Company Schneider Electric has won several major orders as a key player in the turnkey project business segment. 1. L&T as the main contractor and Cairn as the end user trusted Your Company's capabilities and placed an order for E-House on Cairn India's Mangla Process Terminal at Barmer, Rajasthan. This is Schneider India's very first order for E-House in India. 2. OPTCL has placed an order on Your Company for 8 containerized substations as well as power transformers. 3. Fedders Lloyd awarded Your Company an order of Sectionalisers & FPI. Hindustan EPC has placed an order on Your Company for a 33KV evacuation substation for a 25MW solar power plant. projects with a single window management interface backed by an efficient and competent team experienced in engineering/execution of various packages specific to customer needs. The Execution Centre is committed to deliver high quality turnkey electrical projects that are efficient, EHS compliant, safe, reliable and meet Indian and international standards. The Execution Centre maintains its consistency as a key player in the project business market segments and has also entered into new business segments. The unit has been active in various segments such as cement, mining and metal, power-generation, ports, renewable, oil & gas, infrastructure and others. 5. BElectric has awarded an order to Your Company for a 33/132KV Switchyard Pooling Arrangement for a 60MW Solar Power Evacuation at Sitamau, M.P. Mahindra EPC has entrusted Your Company and placed orders for a switchyard package for its Solar Evacuation Plant at Hulpur, M.P & Mahabubnagar, Telangana. 7. Tata Power, an existing customer ofYour Company, has awarded a prestigious order for Supply, Installation, Testing and Commissioning of two E Houses. This is the second order for E House after Cairn. 8. In addition, Your Company has also received orders from customers like Ramco Cement, IOCL Guwahati, Trident, Flometallic etc. Some Major Solution Business Milestones ofYour Company in 2014-15 • Honda Cars Your Company executed this project that included supply, installation as well as testing and commissioning of a 132/11 kV transformer bay comprising 1 x 40/50 MVA Transformers, 11 kv Panels & HT Bus Ducts at Honda Seil Cars India Ltd. for its Bhiwadi plant. This is the third repeat order successfully executed, which reflects the customer's trust in Your Company's • Bhutan Power Corporation Limited - DPH & Babesa (Thimpu) Your Company has successfully completed and commissioned SITC of two substations comprising 5 panels 33KV GIS, 2x5 MVA transformers with OLTC, 11KV AIS, LT AC & DC system, cabling, etc. with construction offour storied building for Substation. Your Company has executed the project in a timely and professional manner, thereby helping BPCL to cater to the peak winter demand. • Megha Engineering Infrastructure Ltd: Ananthapur (A.P) Your Company has successfully completed and commissioned SITC of 6.6/132kV Switchyard with 4 bays comprising of 70 MVA GT, 6.6kV GCB, 6.6kV Panel, IPBD and LT panels for power evacuation from a 50 MW Solar Thermal Power project by MEIL. This was a new concept in power generation and became the first Solar Thermal plant to be fully commissioned in India. • Procter& Gamble Your Company has supplied and commissioned the HT panels, dry type transformers, blockset and LT APFC and its Trihal range of transformers in P&G's upcoming new manufacturing facilities near Hyderabad. • Tata Power: Mumbai Your Company has successfully executed various distribution substations, which included SITC of 33 & 11kV panels and SCADA for Tata Power, Mumbai. The scope included SITC of equipments in new S/S and augmentation of existing S/S including replacement of old switchgears and installation of SCADA systems at various locations in Mumbai 8. Services Activity Field Services is at the heart of Schneider Electric's business model. Being one of the focus areas, Your Company understands that Services is a people's business more than any other business. We at Field Services, endeavor to help our customers to increase productivity, reliability, safety;mitigate risks, limit downtime, upgrade equipment, enhance life and cut costs thereby improving return on investment. Accompanying them along the entire life cycle of our solutions, our aim is to assist our customers to proactively plan, install, operate, optimize and renew all solutions to define and implement the best solution evolvement, thereby improving performance & flexibility, while controlling aging infrastructure costs. India is facing endemic electrical energy and peaking shortage of power. The Indian power sector is plagued with mounting commercial losses due to several inefficiencies, commercial and technical losses in electrical networks. One of the key issues and initiatives that surfaced in power reforms is to fully utilize the capacity of generation and distribution units and the revamping of old, sick and low performing units. With increasing complexity and requirements in the electrical network, lack of permanent skilled resources at site and demand for greater reliability, customers are keen to entrust consulting, maintenance, refurbishing, retrofitting & upgradation of their systems to experts. This distinctive need of the market is served through the Services business. Our 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 & repairs), Modernization & Upgrade (retrofit & revamp solutions) and Installation Assessment (health check). To effectively deliver this, we have a pan India presence of dedicated services and authorized service centers & specialized channel partners, who cater to all the legacy and current brands of Schneider Electric and quickly respond to customer calls. Schneider Electric's strong presence in Infrastructure, Power, Building, Industry and IT segments coupled with our ability to offer Services 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 in this capability building and as the Services market matures, our focus and preparedness takes us ahead of the curve. The composition of Services business and the business model employed makes it very attractive in terms of Return On Capital employed and enhancing customer satisfaction. Your Company's field services business has set the benchmark in the country in the field of services in electrical distribution by obtaining the BVCI's IMS certification comprising 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 executed by Services Business in 2014-15: NDMC - This modernization contract involved replacement and upgradation of 15 Nos. 33KV Kirloskar make SF6 panels to compact Gas Insulated Substation and corresponding 15 Nos. old Control Room Panels to new panels with numerical relays. All earthing, cabling and DC system to be upgraded to successfully commission the complete substation. This large and prestigious FS contract plays a strategic role in increasing our presence in important utilities. Johnson & Johnson, Ethicon - A specialized modernizationjob comprising multiple offers, 33kV full turn-key revamp project in which Project Consulting, Engineering, Liaising, and Testing/Commissioning were entirely in our scope. Thisjob involved system stability study including Arc Flash and Relay coordination, Energy monitoring (SOE), dismantling & removal of old oil type transformers &33KV structure and switchboard, including 33KV Utility metering kiosk, 33KV Panels (RMU), 33kV autorecloser, 33/0.415kV Transformers, HT/LT Cables etc. BHU - 7th year renewal of maintenance contract in one of the best universities of the country. The Operation and Maintenance Contract of Electrical Installation in the Banaras Hindu University is running for more than 7 years since 2007. We have been providing support to operate & maintain two 33KV grids along with 20 sub-stations feeding the entire campus including 60 hostels, a hospital and academic blocks. We have taken up 24/7 electrical O&M on both campuses. We are proud to have provided an efficient and reliable service and peace of mind to the customer for the last 7 years. Renewal of this important maintenance contract for the 7th year in a row establishes the confidence and trust of the customer in our customer satisfaction services. 9. Human Resources Your Company recognizes that people are its competitive advantage and continues to focus on their development by leveraging technology and creating a learning environment to unleash their potential and fulfill their professional aspirations. The year 2014 was a year of transformation with a strong focus on enhancing geographic coverage, customer satisfaction, market saturation, fostering collaboration and empowering teams. In order to achieve this, the sales team was reorganized around three types of customer accounts - Strategic Accounts, Targeted Accounts and Proximity Accounts with a focus on "Accounts" instead of "territories". The endeavor was to enhance commercial effectiveness and improve the customer experience manifold. Driving this change effectively was not just pivotal for the future but also critical for achieving the target for the year. Face to face transformation workshops were conducted in various locations across the country to facilitate the effective deployment of Transformation that helped the team with the understanding of the new business model, governance processes, challenges, escalations and COMMITMENT. A quick dip stick study on employee perspective about the new organization was also conducted and it was found that employees are excited about the change and looking forward to better customer connect and growth. Human Resource philosophy and strategy of Your Company has been structured to attract and retain the best talent that encourages innovation and creates a work environment reflecting our core values (Care, Connect, Challenge and Commit). Your Company engages effectively with its employees which is critical to building and sustaining a high-performing business and retaining talent. Various engagement initiatives have been introduced which included leadership connect, celebrations, festivals, recreational and sport activities, etc. Additionally, Rewards and Recognition programmes have been aimed at creating a culture of recognizing and celebrating performance at multiple levels across the organization for individuals & teams. We continued to strive to provide our employees a healthy and invigorating work environment by engaging them in several health, development and recreational initiatives. This year again Baroda, Kolkata, NOIDA offices and Factories were certified to be cool sites by our Site audit council. In order to uphold the values of ethical conduct and compliance to our Principles of Responsibility, Your Company ensured that all employees of the company and newjoinees undertook a detailed training and awareness program to familiarize themselves with the standards and expectations. Your Company aligned all HR systems and processes such as Performance Management System, Development Reviews, Talent Reviews and trained all employees and managers for effectively using these tools. These processes helped both employees and managers to work collaboratively, with clear objectives and measurements and identify their development needs. A comprehensive system of Talent Link performance tool was put in place with all HR systems on one platform. This enables employees to self update their profiles to promote their mobility across the organization. Your Company has built a talent pool by recruiting fresh graduate engineers from premier engineering colleges & institutes in India and through need based lateral hiring. Industry-Academic interface Towards the coveted endeavor of upgrading the technical education in the countryYour Company has been participating in various Industry-academia forums for many years. In 2014 Your Company took another initiative in the same direction. Schneider Electric Infrastructure has set up a Substation Automation Lab at the facility of JSS University, which was inaugurated in Oct 2014. This is a one ofthe first substation Automation Labs in North India which has been established by any Energy Sector Company in collaboration with a university. This collaboration will allow Your Company to raise awareness of technological developments in the field of Energy Management. The live projects and curriculum provided to the faculty and students will also generate interest of students in this field. The Company may also get trained workforce and brand recall. In the next phase, Your Company is planning to utilize this Lab fully for testing some critical features of Substation Automation like Automatic Load Shedding etc. For this the faculty members of JSS have been trained on PACiS System and Configuration Tools for successful execution of several upcoming projects. Learning & Development Competency Development continues to be a key area of strategic focus for us. Our learning and development initiatives during the year were based on the 3E philosophy viz 'Education, Experience and Exposure'. Thus all organized trainings were based on identified competency gaps and business priorities. We conducted more than 5117 mandays of training and covered 99% of employees. This not only included technical skill building training but also interventions and workshops around business priorities. We invested more than 125 training mandays in leadership development and 83 days in Frontline Manager Development. The Internal Trainer Policy, put in place in 2013 with the objective of encouraging and engaging internal trainers towards employee development resulted in 23% of our trainings being facilitated and driven by trusted internal trainers. Your Company continued to promote and strengthen a culture of continuous learning at all levels through digitized learning like e-learnings, mobile based learning & SMS alerts. The company closed the year with an average of more than 4 hrs of digitized learning. per employee. Your Company believes that the leaders of tomorrow will not be the ones who know it all but the people who know how to learn. Towards the same endeavor of building a learning culture, Your Company launched a learning week initiative in the month of October 2014. All our employees participated actively in this initiative, experienced different learning methodologies and learnt more about different individual learning styles. This intervention was predominantly driven by internal trainers. This initiative was not only applauded by our own employees but also recognized by AIMA as an industry best practice to promote learning culture in an agile organization. Our efforts to build a learning culture continues and with various interventions we have been able to bring the required culture change where everyone not only values continuous improvement as a way of life but also strives to improve the productivity and efficiency of our processes by way of application of acquired knowledge. Growth workshop "Better than ever" In order to prepare the Energy team for sustaining the momentum of last quarter and building on our ambitious plans for the next few years, the Energy Leadership team embarked upon an experiential workshop. An outbound growth workshop was organized wherein team members from Sales, Marketing, GSC and Support functions got together and deliberated on building a great organization. The team identified four key levers i.e. Business Model, Value Proposition, Operational Efficiency and People in order to boost business growth. Positive relationships and team cohesion were facilitated through some very intense interactive sessions and adventure activities like rock climbing & rappelling that helped participants to shun their titles and work as a team. Post exercise, the team deliberated upon their learning and challenges with market and business. The discussions also created a crucible of ideas and possibilities for addressing some of the most complicated equations. • •• Overall, this workshop not only helped the team to widen their perspective on business, customers, opportunities and challenges but also motivated them to strive to create a business and organization that is "Better than ever". Kids Day Out @ NOIDA office Your Company reverberated with sunshine smiles and happy minds when over 60 children spent a day of their vacation at their mom/dad's office. The otherwise sombre precincts ofthe office were abuzz with happy feet, chirpy chatter and inquisitive minds of little children between the ages 4-15. competition, magic show, diya decoration, animation movie show, talent competition and so on. Sumptuous meal and finger licking snacks were waiting for them as they got time in between the activities. This gives an opportunity for the children to see where their parents work and experience their workplace environment Applause: Our new platform for Reward & Recognition Your Company has, over the years, continuously used various platforms to acknowledge and celebrate the contribution of employees. In order to create a common recognition platform across the organization and various locations, the company launched "Applause", an online social recognition portal to recognize its employees instantly and in a timely manner. This has not only fostered a culture of recognition in the organization but also contributing to building an engaged workplace.inciples of Responsibility (POR) deployment Our Principles of Responsibility have always been guiding principles ofYour Company, and integrity an underlying value in all its business transactions. These attributes were important in the past and will be critical to our success in the future. As we look toward the future, our goal to be the Leader in technology innovation and Energy Management depends on each and every one of us being committed to these principles — and to practicing them in every action we take. Principles of Responsibility are the guidelines for all our employees and associates, the fundamental principles we commit to adhere to in our conduct across all that we do. This is what we owe to our partners, shareowners, our customers, our communities and each other. The bottom line is this: We must continue to strive to succeed in all our business endeavours, but never at the expense of our Principles of Responsibility POR is the reflection ofYour Company culture and the expression of our commitment to sustainable development. These principles govern our business decisions and activities every day. POR is a core document with local content in order to be as pragmatic and realistic as possible uniting our commitment to all our stakeholders: Employees, Business Partners, Shareholders, Planet &Society. It helps Schneider Electric employees to know: • What we must do • What we cannot do • What we should do Your Company imparts POR training to all new joinees on their first day in the organisation and refresher training to existing employees during the year. All employees have gone through POR training by way of e-learning, face to face workshops and webinar based training. To reinforce the understanding of POR, many webinars were organized, at various locations across the country, for white collar personnel and face to face awareness sessions for blue collar employees in 2014 as well. 10. Corporate Social Responsibility Your Company has voluntarily undertaken certain CSR projects. CSR has been considered as an important initiative towards employee engagement. "Communities Days" was organized from 15 - 24th September 2014 at various locations of Your Company to celebrate wherein employees participated in "use your leg" campaign to make a collective effort equal to a trip around the world to make a difference to oneself and the planet. Employees also participated in "Use your brain contest" to test their awareness about the environment and undertook a tree plantation drive at their sites. Emergencyduring Natural Disasters Natural disasters impact human lives and infrastructure with untold severity. Electrical networks get affected where there is a flood or an earthquake. Your Company supported the affected areas in providing grid restoration activities in areas that were calamity struck. Working on electrical services helps restoration of other services in the affected area which are dependent on the grid. Your Company volunteers came forward to repair more than 13 substations during the floods in Jammu & Kashmir in 2014. Oil and Gas Customer Meet Your Company had organised an Oil and Gas Customer Meet in Mumbai at Hotel Leela on 7th August 2014The event was dedicated to the Oil and Gas community and Your Company had invited customers from large enterprise in that domain like HPCL, Reliance, TIPL, ONGC, etc. Your Company showcased the entire Product and Solutions offerings and demonstrated how we can help the Oil and Gas sector through our MV offers Metals, Mines and Minerals Day Over 100 customers and partners attended Schneider Electric's Metals, Mines and Minerals Day at Angul and Rourkela on 15 and 17 July respectively. Your Company showcased the entire Product and Solutions offerings and demonstrated how we can support them to help them make the most from energy. At Angul, the event was attended by 65 key customers from diverse organizations including JSPL, Nalco and GMR Energy Ltd. The day at Rourkela was split in two sessions. One session was conducted at Rourkela Steel Plant of Steel Authority of India Ltd (SAIL). This session included a technical presentation on the product & solutions offerings of Your Company. Attended by 35 customers, the session was engaging, with participants seeking numerous technical clarifications. So engaging was the discussion that the customer sought a focused engagement at a later date to cover technical aspects of interest to RSP's personnel. The second session included Your Company's corporate presentation session alongcustomers from large enterprise in that domain like HPCL, Reliance, TIPL, ONGC, etc. Your Company showcased the entire Product and Solutions offerings and demonstrated how we can help the Oil and Gas sector through our MV offers with product display and was attended by 60 people. Customers recognized and appreciated the wide portfolio of products and solutions and advised us to serve the needs of large steel plants that expect broader as well as deeper engagement. Smart Energy Solutions for a Sustainable Future –Customer Meet 2015 Your Company had organized a Customer Meet at its Vadodara Facility on 19th Feb, 2015. The conference was themed 'Smart Energy Solutions for Sustainable Future' and offered an opportunity for discussion and interaction among the audience. The format of the meet was two fold: - a) interactive conference b) factory visit to showcase our offer - a presentation of digital integration and control. The key highlight of the conference was a modulated discussion session of 5 to 6 customers chaired by SE India Leadership, which resulted in key inputs for the business to act upon. Your Company also took the opportunity to unveil its 'E-house' offer and simulated the experience through an E-house product model. Sixty customers from various organisations such as Reliance Industries, CSPDCL, L&T Power, Tata Power, Vishwanath Projects, Lodha Developers and Reliance Infrastructure Limited converged from all over the country at Your Company's manufacturing facility in Vadodara to examine our Energy solutions and discuss with industry peers the sustainable future. Customers were taken for a factory tour in the second half of the day and shown the various products on the shop floor of Equipment. A separate live demo area was created to demonstrate the different products and solutions like TVDA, Pacis, RMUs, GIS, etc. Intellect 2015 Your Company successfully showcased its unique and diverse range of smart energy solutions at the Intellect Conference & Exposition (January 2224th), organized by IEEE in Mumbai. The theme of the event was Smart Electricity for Smart City, the Schneider Electric way. SEIL had displayed its solutions in the smart electricity paradigm, covering the offers from plant to plug. The solutions display at the stall garnered a huge response of 1000+, visiting thought leaders & decision makers. Several key politicians, along with potential customers, visited our stall that was inaugurated by Mr. RR Mehta, CEO, Reliance Energy, in the august presence of Mr. Anil Chaudhry, Country President and Managing Director, Schneider Electric India;Mr. Prakash Kumar Chandraker, Vice President & Managing Director - Energy Business, Schneider Electric Infrastructure Limited (SEIL); Mr. Shrinivas Chebbi, Vice President - India and SAARC, EcoBuildings and Partner Projects, Schneider Electric. Prominent political leaders who visited Your Company's stall included Tanga Byaling - Minister of Home Affairs & Power, Govt of Arunachal Pradesh; Anant Geete - Minister of Heavy Industries and Public Enterprises, Govt of India and Chandrakant Bawankule - Energy & Renewable Minister, Govt of Maharastra. The three-day conference that concluded on January 24th, proved to be a key driver in creating brand awareness, generating leads and engaging key customers and thought leaders! X perience Efficiency Hour - Virtual Tour Your Company organized a unique virtual initiative included L&T, ACC Limited, NTPC, 3M India, Alcatel 'Xperience Efficiency Hour' on October 8, 2014 and Lucent, Ashok Leyland Ltd, Colgate Palmolive India the response was overwhelmingly positive! Visitors Ltd, Bharti Airtel, ESSAR Oil, IOCL, Ford India Ltd, steadily streamed in to attend the power-packed General Motors, ITC Limited, JSW Steel Ltd, Kerala sessions held by Schneider industry experts. The State Electricity Board, Grasim, Hindalco Industries Q&A sessions after every presentation also Limited,HindustanZinc,Vedanta,Honeywell,IBM, generated a lot of interest and useful feedback. IIT Roorkee, IIT Delhi and Power Grid, among others. Some of the key prospects who visited our portal 12. Information Systems and Technology During the last year IT applications have been ERPs has also been launched. Once complete this mutualized;this is driving simplicity and efficiency would provide a platform to optimize the overall while reducing costs. An initiative to consolidate IT landscape. 13. Finance In a recent trend, finance is playing an important role in supporting business, decision making, performance management and controlling. Higher volumes of transactions and a growing phase 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 for working capital management, optimising interest cost, trade finance and forex management. The company has strengthened its credit control function with close monitoring over receivables. The FISS (Finance Share Service) was strengthened further with additional tools, advanced technology and expertise, in order to meet the challenges both in terms of meeting deadlines and improving finance efficiency. . Investor Relations Your Company has a strong belief in stakeholder engagement to build long-terms relation and confidence. The company is putting its best efforts to ensure the accurate and timely communication of information through press releases, interactive investors/analysts conference calls, investor meetings and prompt replies to all stakeholder queries. Through conference calls, Your Company has created a platform of two way communication to address stakeholder and analyst queries and kept them updated on market conditions, strategies, business segment and operational performance of the company. Your Company kept investors informed of major development through press releases and stock exchange communications. In addition, all presentations made to investors and financial results our hosted on website. You Company understands and appreciates the significance of good corporate governance as an important step to build investor confidence, improve investor protection and maximize the shareholder value. Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, Reports on Management Discussion and Analysis and on Corporate Governance have been included elsewhere in this Report as separate sections. A certificate from S.R. Batliboi & Co LLP, Chartered Accountants, New Delhi confirming compliance with Clause 49 of the Listing Agreement has also been included in the Annual Report. 15. Internal Audit The in-house internal audit department is responsible for providing reasonable assurance with regard to the effectiveness and efficiency of internal control systems and processes. The in-house internal audit department at Your Company is an independent and objective function performing assurance and consulting activities designed to add value and improve the Company processes. It helps the Company accomplish its objective by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes. In order to supplement the audit assurance provided by the in-house team, the Company had also outsourced some of the audit work to third party audit firms. The audit firms are expected to provide audit assurance on the end-to-end spectrum of the area/processes defined in the scope of work agreed with them. The audit plan for the year is based on business risk and Internal Control assessment which is approved by the Audit Committee and Board of Directors of the company. The Audit Committee does a regular review of the Audit Reports submitted by the Internal Auditors and an action plan for remedial actions is put in place. The Audit Committee is continuously apprised ofthe action plan status. The Committee also meets the Company's statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems in the Company and keeps the Board of Directors informed of its major observations, if any. The internal audit methodology from inception, through fieldwork, to final reporting is streamlined to fit in the COSO framework so that it is no longer incidental to our processes but provides the foundation for all our audit work. Integrating COSO in this manner has resulted in structured audit process, ensures that appropriate criteria are considered in key phases of each audit, and provides a trail to support the conclusions reached. All the five essential components of control environment, risk assessment, control activities, information communication and monitoring of COSO framework are considered while defining the control objective to be audited. The Company has set up a robust risk management and Internal Control assessment framework across the organization. This facilitates identification, assessment, communication and management of risk in an effective manner. As per the requirement of New Companies Act 2013, the company is in the process of setting up the frame work for Internal Control on Financial Reporting. For this purpose, an 'As is' diagnostic review is being conducted with the help of EY to identify the gaps in the existing process to comply with the requirement of New Companies Act. 16. Customer Satisfaction & Quality Your Company always believe in the philosophy of "Customer First" and all our processes are aligned accordingly. We always strive to exceed our customers expectations including their emotional experience. We are leveraging all our processes and resources to give a signature experience to our esteemed customers. We have identified a leading indicator i.e Customer Net Promoter Score measure to track the customer satisfaction and customer loyalty level. Your Company has a very robust process to measure customer loyalty by measuring the Net Promoter Score on a quarterly basis. Customer Net promoter score is calculated based on the formula CNPS = -{% of Promoters (rating 9 or 10 on 10 point scale)- {% of Detractors (rating 0 to 6)). To improve the customer experience, we engage all the Passive (rated 7&8) and detractor and provide resolution to their issues. The continuous process of engaging with these customers has enabled us to improve our customer experience year on year. 17. Directors and Key Managerial Personnel Appointment Mr. Sugata Sircar and Ms. Sonali Kaushik were appointed as Additional Directors effective 02.11.2014 and 07.11.2014 respectively till the conclusion ofthe ensuing Annual General Meeting of the Company. The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013 from a member proposing candidature of both the directors. The Board of Directors recommend their appointment at the ensuing Annual General Meeting. Cessation Mr. Javed Ahmad and Ms. Rajni Kesari, Directors of the Company resigned effective 22.05.2014 and 22.10.2014 respectively. Mr. Manish Arun Jaiswal has resigned from the directorship effective 18.04.2015. Mr. Sameet Gambhir resigned as Company Secretary and Key Managerial Personnel effective 14.03.2015. Declaration by Independent Directors The Company has received necessary declaration from each Independent Director ofthe Company under Section 149(7) of the Companies Act, 2013 read with Clause 49(II) (B) of Listing Agreement Retirement by Rotation In accordance with the provisions ofthe Companies Act, 2013 and Articles of Association of the Company, Mr. Anil Chaudhry, Director retires by rotation and being eligible, offers himselffor re-appointment. Considering the background and experience of Mr. Anil Chaudhry, the Board is ofthe opinion that his appointment will immensely benefit Your Company. The Board recommends his re-appointment. In the Board Meeting held on 02.11.2014, Mr. Prakash Kumar Chandraker was re-appointed as Managing Director for a period of three years effective 16.12.2014 subject to the approval of Shareholders at the ensuing Annual General Meeting. The Board of Directors recommend his re-appointment. In the Board Meeting held on 15.05.2015, Mr. Anil Rustgi was appointed as the Company Secretary and Key Managerial Personnel effective 15.05.2015. The Board places on record its deep appreciation for the valuable contribution made by Mr. Javed Ahmad, Ms. Rajani Kesari, Mr. Manish Arun Jaiswal and Mr. Sameet Gambhir during their association with the Company. that the Independent Directors of the Company meet with the criteria of their Independence as prescribed therein. Brief particulars of the Directors to be appointed/ re-appointed are given elsewhere in this Report. As per the declarations received, none of the Directors of the Company are disqualified for being appointed/re-appointed as Directors as specified in Section 164(2)(a) and (b) of the Companies Act, 2013. 18. Evaluation of the Board's Performance In compliance with the Companies Act, 2013, and Clause 49 of the Listing Agreement, during the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The evaluation of Independent Directors was carriedout by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company 19. 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. 20. 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. 21. Related Party Transactions The Company has formulated a policy on Related transactions entered into with Related Parties were Party Transactions and also on dealing with Related as per the RPT policy adopted by the Company. Party Transactions. The policy is disclosed on the Your Directors draw attention of the members to website of the Company Note number 29 to the financial statements which (www.infra.schneiderelectric.com/in/ ). All sets out Related Party Disclosures 22. Particulars of Employees The Information as per Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. However, as per the provisions of Section 136 of the Act, the report and accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available 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. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. 23. Directors' Responsibility Statement Your Directors state that: a. in the preparation of the annual accounts for the year ended 31.03.2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. the Directors have selected such accounting policies and applied them consistently and madejudgments 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 31.03.2015; c. the Directors 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. the Directors have prepared the annual accounts on a going concern basis; e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 24. Auditors i. Statutory Auditors 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. M/s S.R Batliboi & Co, LLP, Chartered Accountants (ICAI Registration No. 301003E), StatutoryAuditors ofthe Company will hold office until the conclusion of the Fifth Annual General Meeting of the Company. M/s. S.R Batliboi & Co, LLP have expressed their willingness to get re-appointed as the Statutory Auditors of the Company and have furnished a certificate of their eligibility and consent under Section 139 (1) and 141 of the Companies Act, 2013 and the rules framed there under. ii.CostAuditors iii. Secretarial Auditor and Secretarial Audit Report In pursuance of Section 148 of the Companies, Act In pursuance of Section 204 of the Companies 2013 and circular issued by the Ministry of Corporate Act, 2013, M/s Nesar and Associates, Company Affairs, M/s. Shome & Banerjee, Cost Auditors, Secretaries were appointed as Secretarial Auditors Kolkata (Firm Registration No. 000001) have been to carry out Secretarial Audit for the financial year appointed as Cost Auditors of the Company for 2014-15. Their report is annexed to this report as the Financial Year 2015-16 and the proposed Annexure-I. remuneration is for your approval for which a suitable item has been incorporated in Notice of Annual General Meeting. 25. 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. 26. Buyback of Securities The Company has not bought back any of its securities during the year under review. 27. Sweat Equity The Company has not issued any Sweat Equity shares during the year under review. 28. Bonus Shares No bonus shares were issued during the year under review. 29. Corporate Governance We comply with the Securities and Exchange Board of India (SEBI)'s guidelines on Corporate Governance. In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on corporate governance (Annexure- II) along with the Auditor's Certificate (Annexure-III) on its compliance is attached with this Report 30. Particulars of Loans, Guarantees or Investments The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. 31. Extract of Annual Return Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) ofthe Companies (Management and Administration) Rules, 2014, extract of Annual Return is annexed as Annexure - IV. 32. 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 practice. 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 33. Significant& materialorders 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. 34. Vigil mechanism The Vigil Mechanism of the Company, in terms of Protected disclosures can be made by a Whistle the Listing Agreement includes a Task Force Blower through an email or dedicated telephone comprising senior executives of the Company. lines or a letter to the Task Force. 35. Material changes and commitments affecting thefinancial position of the company after 31st March 2015 As part of consolidation of the manufacturing activities of the Automation business, the Board of Directors of the Company has approved the transfer of the assets of the Factory located at A-88, Sector-57, Noida-201301 to the Factory located at #172, Poonamallee Bye Pass Road, Poonamallee, Chennai, Tamilnadu and decided that the Noida factory be closed. 36. DisclosureundertheSexual 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 up to date, the Company has constituted a Central Internal Complaints Committee at its office situated at Milestone 87, Village: Kotambi, Post: Jarod, Vadodara - Halol Highway, Taluka: Waghodia, Vadodara-391510, Gujarat, India. The Central Internal Complaints Committee has 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 certain 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. 37. Corporate Social Responsibility The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. The Annual Report on CSR Activities is not annexed herewith due to non applicability of relevant provisions (losses in three financial years) to the Company. 38. Meetings of the Board Four 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. 39. 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 Corporate website (www.infra.schneider- <http://www.infra.schneider->electric.com/in/). 40. Conservation of energy, technology absorption and foreign exchange earning and outgo The particulars relating to conservation of energy, technology absorption and foreign exchange earning and outgo, as required to be disclosed under the Companies Act, 2013 is annexed as Annexure-V and forms part of this Report. 41. 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 Vinod Kumar Dhall Chairman Place: New Delhi Date: 15th May, 2015 |