Schneider Electric Infrastructure Limited

Information Memorandum

INFORMATION MEMORANDUM SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED Registered Office: Milestone 87, Vadodara, Halol Highway, Village Kotambi, Post Office Jarod, Vadodara-391510, Gujarat, India; Tel: 02668663160 Contact Person: Name: Mr. C.S. Ashok Kumar; Email: conjeevaramsanthanam.ashokkumar@schneiderelectric.com; Tel: 01204790000; Fax: 01204790286/88; and Name: Mr. Viswanathan Babu; Email: viswanathan.babu@schneider-electric.com; Tel: 02668663160 Website: http://www.schneider-infra.in/ Schneider Electric Infrastructure Limited (“Company”) was incorporated on March 12, 2011 under the Companies Act, 1956 (“Companies Act”) under the name ‘Smartgrid Automation Distribution and Switchgear Limited’. Subsequently, the name of the Company was changed to its current name, i.e. ‘Schneider Electric Infrastructure Limited’ on December 8, 2011 and a fresh certificate of incorporation consequent to change of name was issued by the Registrar of Companies, Gujarat, Dadar and Nagar Haveli. The registered office of the Company is located at Milestone 87, Vadodara, Halol Highway, Village Kotambi, Post Office Jarod, Vadodara-391510, Gujarat, India. INFORMATION MEMORANDUM FOR LISTING OF 23,91,04,035 EQUITY SHARES OF Rs. 2 EACH PURSUANT TO THE SCHEME OF ARRANGEMENT FOR DEMERGER AMONGST THE COMPANY, ALSTOM T&D INDIA LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THIS INFORMATION MEMORANDUM FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF THE COMPANY GENERAL RISKS Investment in equity and equity related securities, involves a degree of risk and investors should not invest any funds in the equity shares of the Company unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking a decision of investing in the equity shares of the Company. For taking an investment decision, investors must rely on their own examination of the Company, including the risks involved. The securities have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. Specific attention of investors is invited to the Section titled “Risk Factors” in this Information Memorandum. ISSUER’S ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Information Memorandum contains all information with regard to the Company, which is material, that the information contained in this Information Memorandum is true and correct in all material respects, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING ARRANGEMENT The equity shares of the Company are proposed to be listed on the National Stock Exchange of India Limited (“NSE”), Bombay Stock Exchange Limited (“BSE”) and the Calcutta Stock Exchange Limited (“CSE”). The Company has submitted this Information Memorandum to NSE, BSE and CSE and the same would also be made available on the websites of NSE (www.nseindia.com), BSE (www.bseindia.com) and CSE (www.cseindia.com). This Information Memorandum is also available on the Company’s website http://www.schneiderinfra.in/. REGISTRAR AND SHARE TRANSFER AGENT Name: C B Management Services (P ) Limited Address: P 22 Bondel Road, Kolkata-700019, India Tel: 03340116700; Fax: 03322870263 Contact Person: Shankar Ghosh; Email: rta@cbmsl.com Website: www.cbmsl.com

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Schneider Electric Infrastructure Limited

Information Memorandum

 
TABLE OF CONTENTS

SECTION 1 - GENERAL ...............................................................................................................................................................3 SECTION 2 - RISK FACTORS .....................................................................................................................................................6 SECTION 3 – OVERVIEW OF OUR INDUSTRY & BUSINESS ..........................................................................................12 SECTION 4 – GENERAL INFORMATION ABOUT THE COMPANY ..............................................................................17 SECTION 5 – CAPITAL STRUCTURE AND SHAREHOLDING PATTERN....................................................................21 SECTION 6 – SCHEME OF DEMERGER................................................................................................................................29 SECTION 7 - HISTORY AND CERTAIN CORPORATE MATTERS .................................................................................36 SECTION 8 – PROMOTERS, PROMOTER GROUP AND GROUP COMPANIES..........................................................43 SECTION 9 - FINANCIAL INFORMATION ...........................................................................................................................64 SECTION 10 - MANAGEMENT’S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND OPERATIONS .............................................................................................................................................................................100 SECTION 11 - OUTSTANDING LITIGATIONS, DEFAULTS AND MATERIAL DEVELOPMENTS .......................103 SECTION 12 - REGULATORY AND STATUTORY DISCLOSURES...............................................................................122 SECTION 13 – STATEMENT OF TAX BENEFITS ..............................................................................................................130 SECTION 14 - OTHER INFORMATION................................................................................................................................139 DECLARATION..........................................................................................................................................................................140

Schneider Electric Infrastructure Limited SECTION 1 - GENERAL 1.1 Definitions and Abbreviations

Information Memorandum

Unless the context otherwise indicates or implies, the following terms have the following meanings in this Information Memorandum and reference to statutes, regulations or policies shall include amendments thereto, from time to time: Term AIS Appointed Date ALSTOM T&D / Transferor Company Board of Directors Companies Act Company / Transferee Company Depository Depositories Act Demerged Undertaking Directors DTR Effective Date Energy Grid Equity Shares High Courts Information Memorandum Listing Agreements Mixed Contracts Description Air insulated sub-station April 1, 2011 ALSTOM T&D India Limited, having its registered office at E-48/7, Okhla Industrial Area, Phase II, New Delhi–110020, India (formerly known as AREVA T&D India Limited) Board of directors of the Company Companies Act, 1956 Schneider Electric Infrastructure Limited, having its registered office at Milestone 87, Vadodara, Halol Highway, Village Kotambi, Post Office Jarod, Vadodara-391510, Gujarat, India A depository registered with SEBI under the SEBI (Depository and Participants) Regulations, 1996 The Depositories Act, 1996 As defined in paragraph 6.1.2 of this Information Memorandum Directors of the Company Distribution transformer November 26, 2011, i.e. the date on which the Scheme of Demerger became effective Energy Grid Automation Transformers and Switchgears India Limited Equity shares of the Company having a face value of Rs. 2 each Hon’ble High Courts of Gujarat and Delhi This document filed with the Stock Exchanges The listing agreements to be entered into between the Company and each of the Stock Exchanges Contracts that relate to both the transmission and distribution businesses of the Transferor Company, which shall be assigned to the Transferee Company if they are mostly linked to the Demerged Undertaking or retained with the Transferor Company if they are mostly linked to the Remaining Business Ministry of New and Renewable Energy Order sanctioning the Scheme of Demerger passed by the Hon’ble High Courts of Gujarat and Delhi on September 19, 2011 and October 24, 2011, respectively Primary distribution system December 15, 2011, as determined by the board of directors of ALSTOM T&D C B Management Services (P ) Limited, having its registered office at P22, Bondel Road, Kolkata–700 019, India All the undertakings, businesses, activities and operations of ALSTOM T&D other than the Demerged Undertaking Scheme of Arrangement for Demerger under Sections 391 to 394 of the Companies Act amongst the Company, ALSTOM T&D and their respective shareholders and creditors, sanctioned by the High Courts, pursuant to which the Demerged Undertaking stands vested in the Company Secondary distribution system Circular no. SEBI/CFD/SCRR/01/2009/03/09 dated September 3, 2009 issued by SEBI State Electricity Board NSE, BSE and CSE where the Equity Shares are proposed to be listed
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MNRE Orders

PDS Record Date Registrar & Share Transfer Agent Remaining Business Scheme of Demerger

SDS SEBI Circular SEB Stock Exchanges

its growth and expansion. “will continue”. but not limited to:   Regulatory changes pertaining to the industries in India in which the Company has its business or proposes to have its business and the Company’s ability to respond to them. “future”. “plan”. “project”.”.3 Forward looking statements This Information Memorandum contains words or phrases such as “will”. the official currency of India. i. Actual results may differ materially from those suggested by the forward looking statements due to risks. Page 4 of 140 . The financial year of the Company commences on April 1 and ends on March 31 of the next year. please see the definitions and abbreviations in the Section titled “General” in this Information Memorandum. Although the Company believes that the industry and market data used in this Information Memorandum is reliable. Similarly.2 Transmission and distribution Description Information Memorandum Description Articles of Association of the Company Bombay Stock Exchange Limited Central Depository Services Limited The Calcutta Stock Exchange Limited Depository Participant Generally Accepted Accounting Policies International Financial Reporting Standards Memorandum of Association of the Company National Securities Depository Limited The National Stock Exchange of India Limited Securities Contract (Regulations) Rules. Use of Market Data Unless stated otherwise. These publications generally state that the information contained therein has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured.e. it has not been independently verified. The extent to which industry and market data used in this Information Memorandum is meaningful depends on the readers’ familiarity with and understanding of the methodologies used in compiling such data. Unless stated otherwise. “should” and similar expressions or variations of such expressions that are forward looking statements. “objective”. uncertainties and assumptions associated with the Company’s expectations with respect to. plans and goals are forward looking statements. Company’s ability to successfully implement its strategy. “Rupees” or “INR” are to Indian Rupees. “believe”. Data from these sources may also not be comparable.Schneider Electric Infrastructure Limited Term T&D Abbreviations Term AoA BSE CDSL CSE DP GAAP IFRS MoA NSDL NSE SCRR SEBI 1. “expect”. 1. For additional definitions. “intend”. All references to “India” contained in this Information Memorandum are to the Republic of India. 1957 Securities and Exchange Board of India Certain conventions. industry and market data used throughout this Information Memorandum has been obtained from the published data and industry publications. the financial data in this Information Memorandum is derived from the Company’s financial statements prepared in accordance with Indian GAAP. The information included in this Information Memorandum about various other companies is based on their respective annual reports and information made available by the respective companies. In this Information Memorandum. any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. All references to “Rs. so reference to a particular financial year is to the 12 month period ended March 31 of that year. “estimate”. statements that describe the Company’s objectives.

Page 5 of 140 . business and political conditions in India and other countries. By their nature. please see the Section titled “Risk Factors” in this Information Memorandum. actual future gains or losses could materially differ from those that have been estimated. As a result.Schneider Electric Infrastructure Limited      Information Memorandum Company’s exposure to market risks and competitive landscape. For further discussion on factors that could cause the actual results to differ. which have an impact on the Company’s business activities or investments. deflation. unanticipated fluctuations in interest rates. even if the underlying assumptions do not materialize. and Technological changes. General economic. Monetary and fiscal policies of India. The Company does not have any obligation to and does not intend to. foreign exchange rates. regulations and taxes and changes in competition in the industry. inflation. certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events. Changes in domestic and foreign laws. equity prices or other rates or prices. the performance of the financial markets in India and globally.

Some of these entities have a weak credit history and the Company cannot assure you that these entities will always be able to pay the Company in a timely manner. the trading price of the Equity Shares could decline and the investor may lose all or part of their investments. financial condition and operations may be adversely affected.4.5. Any delay or nonreceipt of these consents will hamper the operations of the Company and may have an adverse effect on the financial condition of the Company. 2. if at all.1 2. The Company has no operating history from which you can evaluate the business and future prospects and viability of the Company. The Company cannot assure you about its future performance or that its business strategy will be successful. An investment in equity shares involves a high degree of risk. including industry consumers. The Company is also exposed to the risks associated with entering into arrangements with other public and private buyers of the products with weak credit histories. If the Company does not operate its facilities efficiently. from ALSTOM T&D in favour of the Company. If the Company is unable to manage its costs effectively or operate its units at optimal levels. it may incur increased costs and its business prospects.1. proceeding or irregularity in title to properties leased or owned by the Company may adversely affect its business and operations. 2. to transfer the assets. You should not evaluate the Company’s prospects and viability based on the performance of ALSTOM T&D or the promoters of the Company.RISK FACTORS Introduction Information Memorandum This is only a summary. Any change in the financial position of the customers that affects their ability to pay the Company may adversely affect the Company’s financial position and operations. Investors should read the following summary with the risk factors mentioned and the more detailed information about the Company and its financial statements included elsewhere in this Information Memorandum. such disputes may take several years and considerable expense to resolve. the Company will require consent from regulatory authorities and other third parties. contracts and licenses and permits forming part of the Demerged Undertaking. . properties. If any disputes in respect of properties of Company become the subject of court proceedings.2. so it is difficult to estimate its future performance. their successor distribution companies and other public and private procurers.1.3. 2. Any dispute. Non-fulfillment of obligations by ALSTOM T&D under the Mixed Contracts.1. Page 6 of 140 2. 2.1.6. The investor should carefully consider all the information in this Information Memorandum including the risks and uncertainties mentioned below. If any of the following risks actually occur.1. proceedings or irregularities may have an impact on the business and operations of the Company. Internal Risk Factors The Company does not have an operating history. the Company is not in a position to quantify the financial or other implication of any of the risks described in this Section. the Company’s business prospects. The numbering of the risk factors has been done to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk over another. As a result of the Scheme of Demerger.1. A significant part of the revenues may be derived from sales of the products to state-owned distribution companies. Delay or non-receipt of relevant regulatory and third party approvals may have an adverse effect on the operations and financial condition of the Company. financial condition and operators may be adversely affected. the business. Any such disputes. Unless specified or quantified in the relevant risk factors below.Schneider Electric Infrastructure Limited SECTION 2 .1. Customers of the Company may have weak credit histories. The Company’s profitability is largely a function of how effectively the Company is able to manage its costs in accordance with the terms of its contracts and the Company’s ability to operate its units at optimal levels. financial condition and operations of the Company could suffer. 2.

Any delay or breach by ALSTOM T&D of its obligations under the Mixed Contracts may affect the overall performance and continuity of such contracts and may have an adverse effect on the operations of the Company. individually or in aggregate.1. The operation of the units may be disrupted for reasons that are beyond the control of the Company including explosions. The Company has engaged around 88 contract workers at its various facilities. 2. the Mixed Contracts that are mostly linked to the Demerged Undertaking will be transferred to the Company and will be sub-contracted by the Company to ALSTOM T&D for performance of its obligations thereunder. the Company engages independent contractors who in turn engage on-site contract workers for performance of certain of the Company’s ancillary operations in India. the Company relies on extremely sophisticated and complex machinery that is built by third parties and may be susceptible to malfunction. difficulty in predicting order volumes in advance. The Company may not have sufficient insurance coverage to cover all possible economic losses. In addition. • • The occurrence of any of these events. fires. If operation at one or more of the Company’s units is disrupted.9. Page 7 of 140 . As a manufacturing company. other environmental risks and labour disputes.1. improper installation or operation of equipment. is responsible for all wages and statutory contributions to be made to such workers in the event of default by such independent contractors and will seek to recover the same from the independent contractors. Furthermore. breakdown. could have an adverse effect on the Company’s business.8. transportation interruptions. if the independent contractors through whom such workers are hired default on their obligations. it may have an adverse effect on the Company’s business. the Company’s projects may also be targets of terrorist attacks or other civil disturbances. prospects. The Company is subject to various risks as a manufacturing company. 2. financial condition and operations. ability to ensure unconstrained availability of raw materials at competitive prices. If such operational difficulties occur in the future. Although the Company does not engage these workers directly. operational problems. 2. as the principal employer.7. which could have an adverse effect on the Company’s operations and financial condition. failure or substandard performance of equipment.1. financial condition and operations. the Company is subject to several risks.Schneider Electric Infrastructure Limited Information Memorandum As per the terms of the Scheme of Demerger. and difficulty in selling custom-built equipment to third parties in the event of a customer default.10. 2. the Mixed Contracts that are mostly linked to the Remaining Business will be retained by ALSTOM T&D and will be subcontracted by ALSTOM T&D to the Company for performance of its obligations thereunder. financial condition and operations. issues in securing an adequate and uninterrupted supply of power for manufacturing operations and at cost-effective rates. accidents. earthquakes and other natural disasters.1. the Company. it could have an adverse effect on its business. In order to retain operational efficiencies and meet business exigencies. Any requirement to fund their wage requirements may have an adverse impact on the Company’s operations and financial condition. The Company engages contract workers for carrying out certain of its operations and the Company is responsible for paying the wages of such workers. including: • • • • ability to hire skilled labour. limited flexibility in deploying highly specialized or custom-built equipment being used for one project to another project. Similarly.

The Company cannot assure you that it will successfully implement new technologies effectively or adapt its systems to emerging industry standards.15. The Company’s success will depend in part on its ability to respond to technological advances and emerging power distribution industry standards and practices on a cost-effective and timely basis. Further. 2. prospects and operations. the insurance that the Company obtains may not be sufficient to protect it from all casualties and losses. The Company’s ability to pay dividends in the future will depend upon its future earnings. cash flows. If the Company is unable.12. management and running of its daily operations and the planning and execution of its business strategy. financial and other resources. The development and implementation of such technology entails technical and business risks. promoter group companies and group companies. Should any development arise such as change in applicable laws or ruling by court/tribunals/authorities that are un-favourable to the business of the Company. operations and Government of India policy.1. The Company may intend to evaluate and consider expansion in the future to pursue existing and potential market opportunities. financial condition. working capital requirements. If the Company is unable to do so. The Company expects that the execution of new projects and its growth strategy may place significant strain on its management. The Company. its promoters. contingent and current liabilities. The Company’s business is capital intensive and the Company may plan to make additional capital expenditures to complete the projects that it is currently developing or that it may develop in the future. if determined against the respective companies.1. There are outstanding litigations against the Company and some of the Company’s promoters. results. The Company’s success substantially depends on the continued service and performance of the members of its senior management team and other key personnel for project implementation. promoter group and group companies are involved in a number of legal proceedings that. legal. The Company’s performance also depends on its ability to attract and train highly skilled personnel. which may increase its expenses. The Company’s ability to pay dividends in the future will depend upon its future earnings. working capital requirements. If the Company is unable to adapt to technological changes. The loss of its senior management or other key personnel. financial condition and operations. financial condition and cash flows.11. Any inability to effectively execute the Company’s existing projects and manage its growth or to successfully implement its business plan and growth strategy could have an adverse effect on the Company’s operations. 2. could adversely impact the Company’s business and its financial condition. 2. financial condition. capital expenditures and restrictive covenants in its financing arrangements. continued expansion increases the challenges involved in financial and technical management.Schneider Electric Infrastructure Limited Information Memorandum The Company will rely upon insurance coverage to insure against damage and loss to its projects that may occur during construction and operation. financial condition and operations. Any failure to timely and adequately fund the new projects or the Company’s inability to manage its business plan effectively and execute its growth strategy could have an adverse affect on the Company’s business. it would adversely affect its business. training and retaining sufficient skilled. financial condition.13. technical and management personnel and developing and improving the Company’s internal administrative infrastructure. cash flows. could have an adverse effect on its business and operations. the Company may need to make provisions in its financial statements. 2. for technical.1.14. financial or Page 8 of 140 . There is intense competition for experienced senior management and other key personnel with technical and industry expertise and if the Company loses the services of any of these or other key individuals and is unable to find suitable replacements in a timely manner. Nevertheless.1. particularly to competitors. Losses suffered due to inadequate coverage may have an adverse impact on the Company’s business. 2. The Company’s success depends on its ability to attract and retain its key personnel. the Company’s ability to realize its strategic objectives could be impaired. its business could suffer. capital expenditures and restrictive covenants in its financing arrangements. recruitment.1. The Company’s future dividend policy will depend on its capital requirements and financing arrangements for projects.

it may not be selected or. 2. The Company does not currently enter into any interest rate hedging or swap transactions in connection with its loan agreements. the transmission and distribution businesses of ALSTOM T&D were being carried out by one legal entity.2. The Company may borrow at a floating rate of interest in the future. Prior to this Information Memorandum.3 A slowdown in the economic growth in India could adversely impact the Company’s business. The Company may submit bids for various projects. if selected. financial condition and operations. which in turn could adversely affect the Company’s business. developments relating to India and volatility in the Stock Exchanges. which could also adversely affect the trading price of the Equity Shares. 2. including an exercise of discretion by the government or customers. its business could be adversely affected. Page 9 of 140 . Economic liberalization policies have encouraged private investment in the power sector and changes in these governmental policies could have a significant impact on the business and economic conditions in India in general and the power sector in particular. 2. As a result of the Scheme of Demerger.16.17. There might be delays in the bid selection process or its bid. there has been no public market for the Equity Shares and an active trading market on the Stock Exchanges may not develop or be sustained after the listing. The trading price of the Equity Shares after the listing may be subject to significant fluctuations in response to.2.1 External Risk Factors The price of the Equity Shares may be volatile and you may be unable to resell your Equity Shares at or above the price at which these are listed. Any increase in interest expense may have an adverse effect on the Company’s business.1. resources and market standing. 2.2 2. any political instability in India may adversely affect the Indian securities markets in general. The Company may have to rely on third parties to be able to provide the comprehensive solutions required by its customers and its future success may. 2.2 Political. The Company’s performance and the growth of its business are necessarily dependent on the performance of the overall Indian economy. variations in the Company’s operating results. may not be finalized within the expected time frame or on expected terms. Increase in interest rates will adversely affect the cost of the Company’s borrowings. customer requirements or technological changes. 2. consumers and regulators. The central and state governments serve multiple roles in the Indian economy. from time to time. The Company may not be selected for projects it bids for in the future or those projects that the Company will bid for in the future. among other factors. if selected. or at all. including those of producers.1. may not be finalized within the expected time frame or on expected terms or at all owing to a variety of reasons which are beyond the Company’s control.18. to that extent.1. The Company cannot assure you that it will be able to enter into interest hedging contracts or other financial arrangements on commercially reasonable terms or that any of such agreements will protect the Company fully against its interest rate risk. depend on it being able to find partners having the necessary expertise. Additionally. market conditions specific to the power industry in India. the distribution business of ALSTOM T&D has been demerged into the Company and the transmission business will continue to be undertaken by ALSTOM T&D. economic and social developments in India could adversely affect the Company’s business.2. which have significant influence on the power industry and the Company.Schneider Electric Infrastructure Limited Information Memorandum other reasons. prospects. financial conditional and operations. Increase in interest rates will adversely affect the cost of the Company’s borrowings. to adapt in a timely manner to changing market conditions. Further. financial condition and operations. Separation of transmission and distribution businesses Prior to the effectiveness of the Scheme of Demerger. there is no assurance that the Company will qualify to submit bids.

financial condition. wages. which could have an adverse effect on its financial condition. financial condition. operations and the price of its Equity Shares. financial condition and operations.2. The global financial turmoil. led to a loss of investor confidence in worldwide financial markets. 2. An increase in inflation in India could cause a rise in the price of transportation. Indian financial markets also experienced the effect of the global financial turmoil. Any slowdown in the Indian economy or in the growth of the power industry or any future volatility in global commodity prices could adversely affect the Company’s customers and the growth of its business. disrupt the transportation of goods and supplies and add costs to doing business in India.2. The rights of shareholders under Indian laws may Page 10 of 140 . which could adversely affect the Company’s business. Any prolonged financial crisis may have an adverse impact on the Indian economy.4 The extent and reliability of Indian infrastructure could adversely impact the Company’s operations and financial condition. such as swine influenza. financial condition. The Company can give you no assurance that a future outbreak of an infectious disease among humans or animals or any other serious public health concerns will not have an adverse effect on its business. Any congestion or disruption with its port.7 Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions. operations and the price of the Equity Shares.5% for the financial year 2011. Further. currency exchange rates and adverse conditions affecting agriculture. In 2010-2011.Schneider Electric Infrastructure Limited Information Memorandum According to the Central Statistics Office. directors’ fiduciary duties and liabilities and shareholders’ rights may differ from those that would apply to a company in another jurisdiction. India’s economy could be adversely affected by a general rise in interest rates. as well as the downgrade of the United States of America’s credit rating and Italy’s sovereign rating by Standard & Poor and the threat of further downgrades of other countries. India’s wholesale price inflation index suggested an increasing inflation trend compared to recent years. overall (median) GDP at factor cost at constant (2004-05) prices showed a growth of 8. 2. If this trend continues. The Indian economy and financial markets are also significantly influenced by worldwide economic. rail and road networks. conditions outside India. A loss of investor confidence in the financial systems. particularly in other emerging markets. could have a negative impact on the global economy. which in turn could adversely affect its business. the Company’s operations and financial condition may be adversely affected. The Companies Act and related regulations. the Listing Agreements and the AoA govern the Company’s corporate affairs. electricity grid. BSE’s benchmark index. the Company may be unable to reduce its costs or pass its increased costs to its customers and its operations and financial condition may be adversely affected. evident from the sharp decline in SENSEX. financial condition and operations. 2.5 An outbreak of an infectious disease or any other serious public health concerns in Asia or elsewhere could adversely affect the Company’s business. financial markets and business activities worldwide. may cause increased volatility in Indian financial markets. India’s physical infrastructure is less developed than that of many developed nations. thereby having an adverse effect on the Company’s business. financial and market conditions. 2.2. such as slowdown in the economic growth of other countries could have an impact on the growth of the Indian economy and government policy may change in response to such conditions. raw materials or any other of the Company’s expenses. operations and the trading price of the Equity Shares. The outbreak of an infectious disease in Asia or elsewhere or any other serious public health concern. commodity and electricity prices or various other factors. These problems could interrupt the Company’s business operations. which grew out of the sub-prime mortgage crisis in the United States of America and the subsequent sovereign debt crisis in Europe. Legal principles relating to these matters and the validity of corporate procedures. communication systems or any other public facility could disrupt the Company’s normal business activity.2. Any deterioration of India’s physical infrastructure would harm the national economy.6 If inflation worsens.

there is a proposal to introduce a new goods and services tax and the scope of the service tax is proposed to be enlarged. economic and political events in India could have a negative impact on the Company. civil unrest and other acts of violence or war involving India and other countries could adversely affect the financial markets and the Company’s business. high levels of foreign funds inflow could add excess liquidity to the system. 2. The convergence of certain Indian Accounting Standards with IFRS was notified by the Ministry of Corporate Affairs on February 25. make travel and other services more difficult and ultimately adversely affect the Company’s business. any deterioration in relations between India and Pakistan might result in investor concern about stability in the region.2. it may encounter difficulties in the ongoing process of implementing and enhancing its management information systems.8 A decline in India’s foreign exchange reserves may affect liquidity and interest rates in the Indian economy. A decline in India’s foreign exchange reserves could impact the valuation of the Rupee and result in reduced liquidity and higher interest rates. stamp duty and other special taxes and surcharges which are introduced on a temporary or permanent basis from time to time. Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on the Company’s business and the price of its Equity Shares. in the Company’s transition to IFRS reporting. financial condition. 2. which could adversely affect its future financial condition. In either case. which could adversely affect the price of the Equity Shares. the central and state tax scheme in India is extensive and subject to change from time to time. The central government may in the future increase the corporate income taxes they impose. In addition. a new direct tax code is proposed to be introduced before the Indian Parliament. Page 11 of 140 .2.2. operations and cash flows appearing materially different than under Indian GAAP. 2. In addition. leading to policy interventions. operations and the trading price of the Equity Shares. income tax.10 The proposed adoption of IFRS could result in the Company’s financial condition. Additional tax exposure could adversely affect the Company’s business and operations. Any such future increases or amendments may affect the overall tax efficiency of companies operating in India and may result in significant additional taxes becoming payable. This may have an effect on the amount of income recognized during that period and in the corresponding period in the comparative period. value added tax. operations and cash flows may appear materially different under IFRS than under Indian GAAP. India has also witnessed civil disturbances in past and it is possible that future civil unrest as well as other adverse social.2. The date of implementing such converged Indian accounting standards has not yet been determined and will be notified by the Ministry of Corporate Affairs in due course after various taxrelated and other issues are resolved.11 Terrorist attacks. service tax. which would also allow slowdown of economic growth. Tax and other levies imposed by the central and state governments in India that affect the Company’s tax liability include central and state taxes and other levies. The Company may be required to prepare annual and interim financial statements under IFRS in accordance with the roadmap for the adoption of and convergence with IFRS announced by the Ministry of Corporate Affairs.Schneider Electric Infrastructure Limited Information Memorandum not be as extensive as the rights of shareholders under the laws of other countries or jurisdictions. which could adversely impact the Company’s financial condition. For example. In addition. prospects. 2. turnover tax.9 Companies operating in India are subject to a variety of central and state government taxes and surcharges. Moreover. Terrorist attacks and other acts of violence or war may negatively affect the Indian financial markets on which the Equity Shares trade and also adversely affect the worldwide financial markets. On the other hand. These acts may also result in a loss of business confidence. The Company’s financial condition. 2011. an increase in interest rates in the economy following a decline in foreign exchange reserves could adversely affect the Company’s business. An investor may have more difficulty in asserting his rights as a shareholder of the Company than as a shareholder of a corporation in another jurisdiction. Government of India in January 2010.

818 108.000 100.Schneider Electric Infrastructure Limited Information Memorandum SECTION 3 – OVERVIEW OF OUR INDUSTRY & BUSINESS Summary You should read the following summary together with the risk factors and the more detailed information about the Company and its financial results included elsewhere in this Information Memorandum. except in Delhi and Orissa.4 MW and tentative capacity addition of approximately 1.000 MW has been envisaged under the XII Five-year Plan (2012-17) (Source: CEA Monthly Review.000 150.82. The power sector continues to be affected by high aggregate technical and commercial losses estimated to be approximately 35%.0% 4. 3.000 50. Overview of the Indian T&D Sector A reliable T&D system is important for efficient transfer of power from generating stations to load centers and beyond. overloading of the system elements like transformers and conductors and lack of adequate reactive power support. despite relatively low per capita electricity consumption in comparison to other major economies.167 128. 2010). However. which have resulted in unplanned extensions of the distribution lines.0% 2.907 112. 2011.1 Industry Overview Overview of the Indian Power Sector India is ranked as the 5th largest power producing and 5th largest power consuming country in the world (Source: IEA .0% 0.793 109. transformers and distribution lines. High technical losses in the system are primarily due to inadequate investments over the years for system improvement works.Key World Energy Statistics. Page 12 of 140 . A typical T&D system comprises of transmission lines.8% 16.000 0 86.0% FY 2007 FY 2008 FY 2009 FY 2010 FY 2011 FY 2012 (until Oct'11) Deficit (%) Peak Demand Peak Availability (Source: CEA Monthly Review. In India.3% 13. Slow pace of capacity addition compared to demand.000 200. 2011.0% 10.866 90. switching stations.6% 16.020 8. Power generation capacity in India has increased substantially over the recent years and as of October 31.6 MW. India had a total installed capacity of 1. The information presented in the Industry Overview in this Section has been extracted from publicly available documents and industry publications. the supply has not kept pace with the rapid growth of the Indian economy.0% 6. only state utilities (SEBs) undertake distribution. The proposed capacity addition for power generation during the XI Five-year Plan (2007-12) is 78. sub-stations.077 112.0% 100. Peak Demand and Availability Gap MW 300.700.689.809 96. creaking infrastructure and inordinately high T&D losses are primary reasons for acute power shortfall in the country.166 104.7% 10. where it has been privatized.000 13.0% 12. Distribution is the last link in the power supply chain and serves as the interface between the consumer and the utility.1% 250. October 2011).785 119.0% 11.9% 12.009 125.715 14. October 2011) Even the XI Five-year Plan has only added ~64% of its planned capacity until October 31.00.

000 5.207 33. Other reasons for this growth include growth in other sectors (like telecom) and expansion of export market.882 183. Distribution Transformers: Market Overview Page 13 of 140 .486 206.735 XII Plan 95. Export of electrical equipments has grown at a CAGR of above 18% since 2001 and it has tripled in the last 6 years (Source: IEEMA report on Overview of Indian Power Sector.950 2. September 2007 While the market has historically been dominated by the presence of large multi-national companies.000 162.575 Switchgear – Circuit 33 kV 161.457 618.169 Power Transformer 66kV & 381. Typical distribution equipments are disc type insulators.207 Transformers 66 kV 89. the size of the Indian T&D equipments market in value terms. September 2007).090 37. distribution transformers.250 XII Plan 118. thereby intensifying the competition.752.059 125. XI Five-year plan refers to investment plan for 2007-12 and XII Fiveyear plan refers to investment period 2012-17.230.804 157.004 143.000 178. as well as replacement requirements for revamping and modernization of existing equipments. Overview of T&D Equipment Sector Fuelled by the momentum of growth in the power sector.725 Current 33 kV 485.4 kV Disc Type Insulators REC Range DT -> 100kVA MVA MVA # lakhs Conservative XI Plan 87.452 33kV 11 kV 1.127 4.512 1.Schneider Electric Infrastructure Limited Information Memorandum The central government has envisaged various distribution reforms aimed at improving the performance of SEBs and reducing power losses.171 661.2112 348.821 XII Plan 143. as the state distribution utilities have started awarding separate tenders for substations and circuit breakers.200 (100kVA) 126.205 5. which include corporatization of SEBs and privatization of distribution.417 11 kV 584. the competition has been increasing in the sector with the entry of Chinese / Korean players. The following table lists the growth of various distribution related equipments according to the XI and XII Five-year plans: Distribution Capacity Addition Unit Substation 66 or 33/11 kV Substation 11/0.639 Realistic XI Plan 108. Realistic estimate is the mean of conservative and plan scenarios.876 114. Source: IEEMA report on Overview of Indian Power Sector. current transformers and switchgear & control gear.436 152.749 378. Further.983 743.525 Planned XI Plan 130.461 11kV/415V 321. The reforms. it provides an opportunity for new players to participate in the distribution industry. Government-backed reform schemes in the last decade have enabled rapid growth of the power sector and the equipment industry has grown hand in hand.186 485.765 137. Demand for T&D equipments has been rising with new greenfield capacities being added.646 550.908 139.069 breakers 66 kV 29.468 432.962 101.985. has more than quadrupled in the last 10 years.547 Note: Conservative estimate is based on growth of the past 5 years. are underpinned by schemes like APDRP (Accelerated Power and Distribution Reform Programme) and RGGVY (Rajiv Gandhi Gramin Vidyutikaran Yojna).

India is one of the major exporters of distribution transformer to over 100 countries (including United States of America. India is largely dependent on the international markets for supply of various raw material inputs such as cold-rolled grain-oriented (CRGO) steel. Havells India.275 3.878 crores. The MV switchgear market is highly capital-intensive with high entry barriers with over 20 players in the market. there has been an increased focus towards renewable sources of power. Kirloskar Electric Co. 2011) FY2012 FY2013 FY2014 FY2015 FY2016 FY2017 Cumulative Total Target by FY2017 (Source: Strategic plan for new and renewable energy sector for the period 2011-17. 12. this creates a huge market for replacement. Page 14 of 140 . the Company (earlier as part of ALSTOM T&D). Siemens and the Company (earlier as part of ALSTOM T&D) have a strong presence in the LV and MV switchgear market while domestic participants like Larsen & Toubro. MNRE plans to add 21. Bangladesh and Gulf countries). transformer oil and others (Source: IEEMA report on Overview of Indian Power Sector.383 19. February 2011. only large Europe-based multinational companies like ABB. With over 150 transformer manufacturers and suppliers. MNRE) Total fund requirement for grid interactive renewable energy for the period 2011-2017 is Rs. Bharat Heavy Electricals Limited.315 3. EMCO Limited. Additionally. The organized participants include ABB. with solar energy contributing c. the Indian distribution transformers market is predominantly unorganized with few participants catering to the higher range of distribution transformer market. Kotsons Private Limited. Crompton Greaves Limited. European Union. United States of America.050 3.700 MW from renewable resources in the next 6 years. Vijai Electricals. Megawin Switchgear and Controls & Switchgear Co.705 3.420 41. However. New technologies and innovative additional features are also expected to drive the growth for suppliers in replacement / retrofitment market. the MNRE has prepared a 6-year strategic plan for 2011-17 for development of renewable energy in India. Singapore.Schneider Electric Infrastructure Limited Information Memorandum T&D utilities are the major end-users of distribution transformers in India. Victory Transformers & Switchgears Limited and Transformers and Rectifiers India Limited. September 2007). Switchgears: Market Overview The Indian MV switchgear market is mainly driven by the growth in the industrial sector and the thrust on improving the financial health of SEBs by reducing T&D losses under the (Accelerated Power and Distribution Reform Programme) APDRP. India also imports distribution equipments from countries like China. compete fiercely. Malaysia. Future Developments of the Distribution Sector Given the scarcity of coal in the country and increased emphasis on use of environment friendly sources of energy. Voltamp Transformers Limited. Germany.935 3. The future of MV switchgear market is highly dependent on rectification of the current energy crisis and implementation of power sector reforms in India and reforms to arrest rising inflation. Besides. South Korea and Japan.683 Cumulative (expected as on March 31.20% of this addition. Year-wise Targets for Grid interactive Renewable Energy for the period 2011-17 (in MW) 4. African countries. In fact. most of the switchgear units have completed or are on the verge of completing their useful/operational life of ~15 years..

its associated research and development facility. and Service activities. Gujarat. Naini (2 units) and Noida (1 unit) and has 4 regional offices and 13 branch/sales offices located across the country. Subsequently. melody. reliable and more resilient energy system. Vadodara-391510.2. System activities known as ‘proximity business’ also known as ‘Energy Solutions’ which means executing turnkey AIS substations for ‘industry / infrastructure’ customers or ‘utility’ customers on an indirect basis for all the transmission and distribution voltages up to 132 kv. Vadodara.2. in Vadodara (3 units). The business of the Company consists of the following 5 main activities: (i) Manufacturing. The business of the Company comprises of the Demerged Undertaking that was transferred to it by ALSTOM T&D pursuant to the Scheme of Demerger. designing. 2011 and a fresh certificate of incorporation consequent to change of name was issued by the Registrar of Companies.Schneider Electric Infrastructure Limited Information Memorandum Given the high cost of production. which became effective on November 26. The registered office of the Company is located at Milestone 87. distribution equipment market is expected to grow with high replacement demand and new demand to cater to the renewable power generation.4 (ii) (iii) (iv) (v) Page 15 of 140 . which are identified as SDS and PDS including the global research and development associated activities. 3. building and servicing products and equipments of a voltage lower than or equal to 52 kv for electrical switchgears. India. resiglass. 2011 under the Companies Act under the name ‘Smartgrid Automation Distribution and Switchgear Limited’. computing and ubiquitous communications – to deliver a safer.2. the name of the Company was changed to its current name. Gujarat.2 3. Kolkata (2 units). sustainability of renewable energy largely depends on the ability to increase distribution efficiency and curtailing losses. building and servicing technologically advanced products and systems for electricity network. Smart Grid technology is very capital intensive and represents a massive opportunity for the distribution sector and will drive investments in the sector in the future. Village Kotambi. designing. A step in this direction has been the evolution of Smart Grid technology in the Unites States of America and Europe on a pilot basis. Dadar and Nagar Haveli. deployment of renewable and distributed generation technologies will affect the design and operation of the distribution network leading to increasing need for automation. Post Office Jarod. control and relay panel manufacturing activity in Noida and the production and support resources for the associated business based in Chennai. Transformer activity indentified as DTR (harmony. VPI. Additionally. It brings together the advancements in information technology and telecommunications sector – embedded sensing. including products such as transformers.2. The Company has 9 manufacturing facilities in India spread over 5 locations. the products of the Pacis SCADA family. However. melody power.e. Chennai (1 unit). Automation activities resulting from the SAS ‘product line’ which include the ‘MICOM’ range of protection relays. ‘Schneider Electric Infrastructure Limited’ on December 8.2 3. i. protection relays and electricity distribution management systems and software.e. 2011. medium voltage switchgears.3 3. the current distribution network makes the renewable power generation commercially unviable because of its inefficiency. 3.1 Business Overview The Company was incorporated on March 12. which include carrying out services relating to all medium voltage switchgears and systems. Halol Highway. The Company is engaged in the business of manufacturing. furnace and equivalent ranges) which is generally of a voltage up to 132 kv but not limited to it. i. Hence. more efficient.

5 Information Memorandum The Company’s major customers are electrical distribution (utilities) and power generation companies in public as well as private sector and companies in electro-intensive industry particularly oil & gas and metals related. acquiring new technologies and upgrading its existing capacities. It has made significant investment in adding new manufacturing capacities.3. Access to global research and development and technical know-how: The Company has access to global research and development of group companies which provides it an edge in terms of having shorter lead time of launching new products to meet customer requirements and also reducing the product cost.2.7 Strategy: The Company. which adds to the better understanding of local industry dynamics. The expansion program has enabled the Company to take a market leadership position in the power distribution sector. as part of ALSTOM T&D. High level of localization: The Demerged Undertaking that was earlier part of ALSTOM T&D. Page 16 of 140 . The Company has successfully industrialized its product offerings to the market giving it cost and delivery time advantage. Strengths and competitive advantages:  Strong and well-established brand name: The Company believes that its affiliation with its promoters provides it an edge over the competitors in terms of an experienced management team with the requisite skills for efficient business operations and deep understanding of the industry. In future. 3. benefits from the presence of ALSTOM T&D in Indian markets for over 50 years. sales / branch offices which helps in tapping all the major customers of the power sector. Wide geographical reach: The Company has nation-wide presence by way of manufacturing facilities and regional.Schneider Electric Infrastructure Limited 3.2.6    3. had undertaken greenfield capacity expansion project in 2007 which was successfully completed in 2009. the Company would continue to strengthen its local manufacturing capacities where necessary. utilize its global expertise and deep management experience and become domain expert in particular market segments leading to a more consultative selling approach and profitable growth.

1 Incorporation The Company was incorporated on March 12. 3. 1. The registered office of the Company is located at Milestone 87.4 Company Secretary and Compliance Officer Mr. i. Village Kotambi. 2011 under the Companies Act under the name ‘Smartgrid Automation Distribution and Switchgear Limited’. India. Vadodara. the name of the Company was changed to its current name.e. having its office at Golf View Corporate Tower-B. Chartered Accountants.ashokkumar@schneider-electric. ‘Schneider Electric Infrastructure Limited’ on December 8. Fax: 01204790286/881 Mr. 5. The Corporate Identity Number of the Company is U31900GJ2011PLC064420. Ashok Kumar 4. Tel: 02668663160 Board of Directors The Board of Directors comprises of: S.S. Gujarat. Email: conjeevaramsanthanam.in/ Contact Persons: (i) (ii) 4. Tel: 01204790000. No. Batliboi & Co. 4. Near DLF Golf Course Sector 42. Sector Road.5 Statutory Auditor S.Schneider Electric Infrastructure Limited Information Memorandum SECTION 4 – GENERAL INFORMATION ABOUT THE COMPANY 4. 4. Halol Highway.R. Post Office Jarod. C.2 Registered Office Milestone 87. India Tel: 02668663160 Website: http://www. 6. Halol Highway Village Kotambi..schneider-infra. Subsequently. Ashok Kumar. Gurgaon. Gujarat.com. Post Office Jarod Vadodara-391510 Gujarat. C. Vadodara-391510.S. Email: viswanathan.babu@schneider-electric. 2.com. 4. Haryana-122002. Page 17 of 140 . please see the Section titled “History and Certain Corporate Matters” in this Information Memorandum. 2011 and a fresh certificate of incorporation consequent to change of name was issued by the Registrar of Companies. Name Vinod Kumar Dhall Prakash Kumar Chandraker Anil Chaudhry Olivier Pascal Marius Blum Alexandre Henri Tagger Ranjan Pant Designation Chairman (non-executive) Managing Director Director (non-executive) Director (non-executive) Director & CFO Director (non-executive) For further details of the Board of Directors. Viswanathan Babu.3 Mr. Dadar and Nagar Haveli. Vadodara. India.

However. 4.A. its Directors. and Citibank N. Fax 033 2287 0263 Contact Person: Shankar Ghosh. 25 Barakhamba Road. New Delhi110001. India.cbmsl.com).10 Prohibition by SEBI The Company. (ii) (iii) 4.9 Eligibility Criterion Since in the present case.11 General Disclaimer of the Company The Company accepts no responsibility for statements made otherwise than in this Information Memorandum or in the advertisement to be published in terms of the SEBI Circular or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. the eligibility criteria in terms of Chapters III and IV of the SEBI (Issue of Capital and Disclosure Requirements) Regulations.7 Registrar & Share Transfer Agent C B Management Services (P ) Limited Address: P 22 Bondel Road. This Information Memorandum is available to the public on the websites of NSE (www. New Delhi-110001. Such listing and admission for trading is not automatic and is subject to fulfillment by the Company of listing criteria of the Stock Exchanges for such issues and is also subject to such other terms and conditions. The Company has submitted this Information Memorandum to the Stock Exchanges containing information about itself and other relevant disclosures.cse-india. Ist Floor.schneider-infra.Schneider Electric Infrastructure Limited 4. 124 Jeevan Bharti Building Connaught Circus. in terms of the SEBI Circular. The Company has made this Information Memorandum available on its website http://www. pursuant to Sections 391 to 394 of the Companies Act.8 Authority for Listing The High Courts.nseindia. The advertisement will draw specific reference to the availability of this Information Memorandum on the Company’s website.in/. SEBI has by its letter dated March 13. India Tel: 033 4011 6700. Before commencement of trading. containing details in accordance with the requirements set out in the SEBI Circular. The salient features of the Scheme of Demerger are set out in the Section titled “Scheme of Demerger” in this Information Memorandum. 3rd Floor.com 4.com). Birla Towers 25 Barakhamba Road. All information shall be made available by the Page 18 of 140 .com Website: www. The Hongkong & Shanghai Banking Corporation Limited. there is no initial public offering or rights issue. Kolkata-700019.com) and CSE (www. New Delhi-110001. India.bseindia.. 4. the Equity Shares issued by the Company to the shareholders of ALSTOM T&D. in relation to listing of Equity Shares pursuant to the Scheme of Demerger under Sections 391 to 394 of the Companies Act. India. Email: rta@cbmsl. as may be prescribed by the Stock Exchanges at the time of application by the Company seeking listing. In accordance with the Scheme of Demerger. shall be listed and admitted for trading on the Stock Exchanges. its promoters and promoter group companies have not been prohibited from accessing the capital markets under any order or direction passed by SEBI. East Towers (Sood Towers). the Company will publish an advertisement in one English and one Hindi newspaper with nationwide circulation and one regional newspaper with wide circulation at the place where the registered office of the Company is located.6 Bankers to the Company (i) Information Memorandum BNP Paribas. by their Orders. have approved the Scheme of Demerger for demerger of the Demerged Undertaking into the Company and cancellation of the existing shareholding of ALSTOM T&D in the Company. BSE (www. 4. 2009 are not applicable. 2012 relaxed the strict enforcement of the requirement of Rule 19(2)(b) of the SCRR.

14 Disclaimer – CSE As required. investigation and analysis and shall not have any claim against BSE whatsoever by reason of any loss. It should not for any reason be deemed or construed to mean that this Information Memorandum has been cleared or approved by BSE. a copy of this Information Memorandum has been submitted to NSE. Every person who desires to apply for or otherwise acquires any securities of the Company may do so pursuant to an independent inquiry.12 Disclaimer – NSE As required. 4.13 Disclaimer – BSE As required. NSE has by its letter dated April 21. or Page 19 of 140 . certify or endorse the correctness or completeness of any of the contents of this Information Memorandum. BSE has by its letter dated May 9. CSE does not in any manner:   warrant. or take any responsibility for the financial or other soundness of the Company. NSE’s name has been inserted in this Information Memorandum as one of the stock exchanges on which the Equity Shares are proposed to be listed. Every person who desires to apply for or otherwise acquires any securities of the Company may do so pursuant to an independent inquiry. or take any responsibility for the financial or other soundness of the Company. 2011 approved the Scheme of Demerger filed by ALSTOM T&D under clause 24(f) of the Listing Agreement and by virtue of that approval. 4. CSE’s name has been inserted in this Information Memorandum as one of the stock exchanges on which the Equity Shares are proposed to be listed. BSE’s name has been inserted in this Information Memorandum as one of the stock exchanges on which the Equity Shares are proposed to be listed. certify or endorse the correctness or completeness of any of the contents of this Information Memorandum. or warrant that the Company’s securities will be listed or will continue to be listed on BSE. It should not for any reason be deemed or construed to mean that this Information Memorandum has been cleared or approved by NSE. CSE has by its letter dated May 2. NSE does not in any manner:    warrant. BSE does not in any manner:    warrant.Schneider Electric Infrastructure Limited Information Memorandum Company to the public and shareholders at large and no selective or additional information would be available for a section of the investors in any manner. or warrant that the Company’s securities will be listed or will continue to be listed on CSE. which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever. 2011 approved the Scheme of Demerger filed by ALSTOM T&D under clause 24(f) of the Listing Agreement and by virtue of that approval. 4. or warrant that the Company’s securities will be listed or will continue to be listed on NSE. a copy of this Information Memorandum has been submitted to CSE. investigation and analysis and shall not have any claim against NSE whatsoever by reason of any loss. a copy of this Information Memorandum has been submitted to BSE. which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever. 2011 approved the Scheme of Demerger filed by ALSTOM T&D under clause 24(f) of the Listing Agreement and by virtue of that approval. certify or endorse the correctness or completeness of any of the contents of this Information Memorandum.

16 Listing Applications have been made to the Stock Exchanges for permission to deal in and for an official quotation of the Equity Shares. 4. Every person who desires to apply for or otherwise acquires any securities of the Company may do so pursuant to an independent inquiry. It should not for any reason be deemed or construed to mean that this Information Memorandum has been cleared or approved by CSE.15 Filing This Information Memorandum has been filed with the Stock Exchanges.Schneider Electric Infrastructure Limited  Information Memorandum take any responsibility for the financial or other soundness of the Company. which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever. undertaken any rights issue or public issue. 4. 4. 4.19 Commission and brokerage on previous issues Since the Company has not issued shares to the public in the past. NSDL and CDSL. 4.17 Demat Credit The Company has executed Tripartite Agreements with the Registrar & Share Transfer Agent and the Depositories.18 Previous Rights and Public Issues The Company has not. for admitting its securities in demat form and has been allotted ISIN . i. in the past. Page 20 of 140 .e. The Company is seeking approval from the Stock Exchanges for listing of its Equity Shares through this Information Memorandum. no sum has been paid or has been payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since its inception. The Company has taken steps for completion of necessary formalities for listing and commencement of trading at all the Stock Exchanges.20 Outstanding debentures or bonds and redeemable preference shares and other instruments issued by the Company There are no outstanding debentures or bonds and redeemable preference shares and other instruments issued by the Company. 4. respectively. investigation and analysis and shall not have any claim against CSE whatsoever by reason of any loss.21 Stock Market Data for Equity Shares The Equity Shares are not listed on any stock exchange. The Company has nominated NSE as the designated stock exchange for the listing of the Equity Shares. 4.INE839M01018.

2 each Issued and Subscribed Share Capital 5.00. 2 each by a special resolution passed on November 23.000 - (ii) Issued.035 Face Value (Rs.00.00.000 47.00.00.39.070 Nature of Allotment / Remarks Consideration March 12.000 equity shares of Rs. 2 each The initial issued and subscribed Equity Shares were not paid-up pre-Scheme of Demerger.000 10.1 Share capital of the Company: Share capital of the Company pre-Scheme of Demerger: Particulars Authorized Share Capital 5.070 Aggregate value at face value (Rs.000 Equity Shares of Rs.00.00.000 divided into 5.) 50.00.) 2 2 Cumulative Capital (Rs. The authorized capital of the Company was subsequently increased from Rs.000 equity shares of Rs.00. 5. 2011.00. 5. Aggregate value at face value (Rs.) 10. 2 each Issued. 2011 December 16.00.035 Equity Shares of Rs.1. 10.000 equity shares of Rs.00.) 10.000 23. 50.1.08.000 divided into 25.000 Equity Shares of Rs.00.3 Share Capital History of the Company: Date of Allotment No. of Equity Shares 5.00. 2011 Subscribers to MoA These shares were issued as consideration for the Scheme of Demerger to the shareholders of ALSTOM T&D These shares were nil paid-up - Page 21 of 140 .82.04.82.00.000 47.000 Equity Shares of Rs.Schneider Electric Infrastructure Limited Information Memorandum SECTION 5 – CAPITAL STRUCTURE AND SHAREHOLDING PATTERN 5.035 equity shares to the shareholders of ALSTOM T&D and the shares held by ALSTOM T&D in the Company stand cancelled.91.1 5.00. 2 each.1.00. 2 each.04. Subscribed and Paid-up Share Capital: The Company was incorporated with an issued and subscribed share capital of 5.2 Share capital of the Company post-Scheme of Demerger: Particulars Authorized Share Capital 25.00.08.104.000 to Rs. Subscribed and Paid-up Share Capital 2. 10. In terms of the Scheme of Demerger.91. 2 each Notes to the Capital Structure: (i) Authorized Share Capital: The Company was incorporated with an authorized share capital of Rs. the Company issued 23.

00.000 0 0 5.Schneider Electric Infrastructure Limited Information Memorandum 5.2 5.00.00.000 0 0 0 0 0 0 0 0 0 100 0 0 0 0 100 0 0 0 0 0 0 0 0 0 0 Page 22 of 140 .000 0 0 0 0 0 0 0 0 0 0 0 0 100 0 0 100 0 0 0 0 100 0 0 100 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (2) (a) (b) (c) (d) 0 0 0 0 1* 0 0 0 0 5.1 Shareholding Pattern Shareholding pattern of the Company pre-Scheme of Demerger: Category of Shareholder No. of Equity Shares As a % of As a % of (A+B) (A+B+C) Equity Shares Pledged or Otherwise Encumbered Number of Equity As a Percentage Shares Category Code (I) (A) (1) (a) (b) (c) (d) (e) (II) Promoter and Promoter Group Indian Individuals/ Hindu Undivided Family Central Government/ State Government(s) Bodies Corporate Financial Institutions/ Banks Any Other (specify) Sub-Total (A)(1) Foreign Individuals (NonResident Individuals/ Foreign Individuals) Bodies Corporate Institutions Any Other (specify) Sub-Total (A)(2) Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) (III) (IV) (VI) (VII) (VIII) (IX) = (VIII) / (IV)*100 0 0 0 1* 0 0 1* 0 0 0 0 5. of Equity Shares No.2. of Share holders Total No. of Equity Shares held in Demateri alized Form (V) Total Shareholding as % of Total No.

Any Other (specify) Sub-Total (B)(2) (III) (IV) No. Individual shareholders holding nominal share capital in excess of Rs. of Equity Shares (I) (B) (1) (a) (b) (c) (d) (e) (f) (g) (h) (2) (a) (b) (II) Public shareholding Institutions Mutual Funds/UTI Financial Institutions/ Banks Central Government/ State Government(s) Venture Capital Funds Insurance Companies Foreign Institutional Investors Foreign Venture Capital Investors Any Other (specify) Sub-Total (B)(1) Non-institutions Bodies Corporate Individuals i. of Equity Shares held in Demateri alized Form (V) Total Shareholding as % of Total No. ii. of Equity Shares As a % of As a % of (A+B) (A+B+C) Equity Shares Pledged or Otherwise Encumbered Number of Equity As a Percentage Shares (VI) (VII) (VIII) (IX) = (VIII) / (IV)*100 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (c) 0 0 0 0 0 0 0 0 0 0 0 0 Page 23 of 140 0 0 . 1 lakh.Schneider Electric Infrastructure Limited Information Memorandum Category Code Category of Shareholder No. of Share holders Total No. 1 lakh. Individual shareholders holding nominal share capital up to Rs.

00.A.000 0 (A)+(B)+(C) *ALSTOM T&D held the entire capital. Page 24 of 140 .A. Category Code Category of shareholder Number of shareholders Total number of shares IV I II III Number of shares held in dematerialized form V VIII (A) Shareholding of Promoter and Promoter Group N. 5.Schneider Electric Infrastructure Limited Information Memorandum Category Code Category of Shareholder No. in its own name and through its six nominees. of Equity Shares held in Demateri alized Form (V) Total Shareholding as % of Total No. of Equity Shares As a % of As a % of (A+B) (A+B+C) Equity Shares Pledged or Otherwise Encumbered Number of Equity As a Percentage Shares (VI) 0 (VII) 0 (VIII) 0 (IX) = (VIII) / (IV)*100 0 Total Public 0 0 0 Shareholding (B)= (B)(1)+(B)(2) TOTAL (A)+(B) 0 0 0 (C) Shares held by 0 0 0 Custodians and against which Depository Receipts have been issued GRAND TOTAL 1* 5.2. of Share holders Total No. of Equity Shares (I) (II) (III) (IV) No.2 0 0 0 0 0 0 0 0 100 100 0 0 Shareholding pattern of the Company as on the date of allotment of shares by the Company to the shareholders of ALSTOM T&D pursuant to the Scheme of Demerger: Total shareholding as a percentage of total number of shares As a As a percentag percentage e of (A+B) of (A+B+C) VI VII Shares pledged or otherwise encumbered Number of Shares As a percentage of (A+B+C) IX= (VIII)/(IV)*10 0 N.

33 0.00 0.40 73.16.26.54.750 0 5.765 605 1.Schneider Electric Infrastructure Limited Information Memorandum Category Code Category of shareholder Number of shareholders Total number of shares IV I II III Number of shares held in dematerialized form V Total shareholding as a percentage of total number of shares As a As a percentag percentage e of (A+B) of (A+B+C) VI VII Shares pledged or otherwise encumbered Number of Shares As a percentage of (A+B+C) IX= (VIII)/(IV)*10 0 VIII 1 (a) (b) (c) (d) (e) 2 (a) (b) (c) (d) (B) B1 (a) (b) (c) Indian Individuals Hindu Undivided Family Central Government/ State Government(s) Bodies Corporate Financial Institutions/ Banks Any Other ( Specify ) Sub Total (A)(1) Foreign Individuals (NonResident individuals/ Foreign Individuals Bodies Corporate Institutions Any Other ( Specify ) Sub Total (A)(2) Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2) Public shareholding Institutions Mutual Funds/ UTI Financial Institutions/ Banks Central Government/ 0 0 0 0 0 0 0.92.54.00 0 0 0 0.54.27.00 5 17.32.40 0 0 0.00 N.A.00 0.54.33 0.92.524 13.29.00 0.629 13.26.40 73.54.40 73.629 73.92.00 0 0. Page 25 of 140 .40 5 5 17.629 73.964 1.26.54.40 73.524 13.05 0. 29 18 1 1.A.524 17.27.05 0.00 N.00 5.24.464 1.

08.475 1.645 3.136 57.72 9.424 18.81.74.93 0.37 823 3 11 128 57.05 15.05 0 0.072 0.00 Page 26 of 140 .36.16.036 39.444 0.50 26.00 0.10 1.56.153 2.476 200 6.408 5.1 lakh Any Other ( Specify) NRI Foreign National Trust Clearing Member Sub Total (B)(2) Total Public Shareholding (B)=(B)(1)+(B)(2) 10 29 2.91.424 18.00 0.159 2.796 605 6.94.62.95.072 8.97.72 9.28.00.61.16.00 0.83.83.79 8.511 6.07 11.159 2.93 0.00 6 8.223 7.13.21.905 6.37 0.30 0.64.216 3.723 1.00 0.50 26.61.11.62.475 1.07 11.60 0 0 0.79 87 949 55.10 1.60 0.398 8.11.303 15.66.Schneider Electric Infrastructure Limited Information Memorandum Category Code Category of shareholder Number of shareholders Total number of shares IV I II III Number of shares held in dematerialized form V Total shareholding as a percentage of total number of shares As a As a percentag percentage e of (A+B) of (A+B+C) VI VII Shares pledged or otherwise encumbered Number of Shares As a percentage of (A+B+C) IX= (VIII)/(IV)*10 0 VIII (d) (e) (f) (g) (h) B2 (a) (b) I II (c) (c-i) (c-ii) (c-iii) (c-iv) (B) State Government(s) Venture Capital Funds Insurance Companies Foreign Institutional Investors Foreign Venture Capital Investors Any Other ( Specify ) Sub Total (B)(1) Non-institutions Bodies Corporate Individuals Individual shareholders holding nominal share capital up to Rs.30 0.00 0. 1 lakh Individual shareholders holding nominal share capital in excess of Rs.606 41.20.13.01.56.848 2.66.

00 0.17.624 1.00 0 0.073 100.29.35.225 55.524 73.00 0 0.3 Statement showing shareholding of persons belonging to the category “Promoter and Promoter Group” as on the date of allotment of shares by the Company to the shareholders of ALSTOM T&D pursuant to the Scheme of Demerger: Name of the shareholder Total Shares held Number As a % of Grand Total (A) + (B)+ (C ) III IV 13.00 0 0.93.00 0.228 23.00 0.91.00 0.78.00 0.35.40 Shares pledged or otherwise encumbered Number As a As a percentage of percentage(VI) Grand Total [A] +[B] = (V)/(III)*100 + [C] of subclause(1)(a) V VI VII 0 0.00 S.035 0 0 19.00 100.54.04.00 100.228 0 0 23.00 VIII (C) 1 2 TOTAL (A)+(B) Shares held by Custodian and against which Depository Receipts have been issued Promoter and Promoter Group Public GRAND TOTAL (A)+(B)+(C) 57.06.073 0.59 2.19.00 100. No I 1 2 3 4 II ALSTOM Grid SAS (*) T & D Holding Long & Crawford Ltd.00 0.93.67 1.00 0.72.725 4.93.2.00 5.92.035 19.00 0 0 0 57.950 11.04.22 17.(*) More than one folio clubbed Page 27 of 140 . ALSTOM Sextant 5 SAS TOTAL Note :.91.92 29.00 0.00 0 0.Schneider Electric Infrastructure Limited Information Memorandum Category Code Category of shareholder Number of shareholders Total number of shares IV I II III Number of shares held in dematerialized form V Total shareholding as a percentage of total number of shares As a As a percentag percentage e of (A+B) of (A+B+C) VI VII Shares pledged or otherwise encumbered Number of Shares As a percentage of (A+B+C) IX= (VIII)/(IV)*10 0 0.00 0 0.

00 7. The Company has not issued any Equity Shares out of revaluation reserve or reserves without accrual of cash resources. Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} 2.e. Ltd. 1 2 3 4 5 Life Insurance Corporation of India LIC of India Market Plus – 1 The New India Assurance Co. As on December 16.98.85. options or rights to convert debentures.78 1. There are no outstanding warrants.92.91. No. 2011.Schneider Electric Infrastructure Limited Information Memorandum 5.395 1.00.010 24.760 27.63 1. Statement showing details of locked-in shares: There are no locked-in shares of the Company.2. There are no partly paid-up Equity Shares. Page 28 of 140 .75 Sr..17 1.2. The Equity Shares held by the promoters of the Company are not subject to any pledge.840 42.228 shareholders. loans or other instruments into Equity Shares.329 Notes to Shareholding Pattern: 1) 2) 3) 4) 5) 6) 5. Reliance Capital Trustee Co. A/c Reliance Tax Saver General Insurance Corporation of India TOTAL 51. the Company had approximately 57. Ltd.39.56.324 38.4 Statement showing shareholding of persons belonging to the category “Public” holding more than 1% of the total number of Equity Shares as on the date of allotment of shares by the Company to the shareholders of ALSTOM T&D pursuant to the Scheme of Demerger: Name of the shareholder Number of shares Shares as a percentage of total number of shares {i.5 The entire pre-Scheme of Demerger shareholding of ALSTOM T&D in the Company stands cancelled pursuant to the terms of the Scheme of Demerger.17 1.

The open offer documents provided that the transmission and distribution businesses of the Transferor Company will be separated. their shareholders. stock.Schneider Electric Infrastructure Limited Information Memorandum SECTION 6 – SCHEME OF DEMERGER 6. in possession or reversion. enable better and more efficient management. vehicles. and service activities related to medium voltage.00. including but not limited to service tax input credits. capital work-in-progress. VPI. 1997. offer opportunities to the managements of both the Transferor Company and Transferee Company to vigorously pursue growth and expansion opportunities. as are movable in nature pertaining to the Demerged Undertaking. inventory.G.” (b) (ii) (iii) (iv) (v) 6. value added /sales tax/ entry tax credits or set-offs and tax refunds. the research centres and the plant or parts of the research centre and associated plants. the Demerged Undertaking shall mean and include: (a) all assets. installations. investments including accrued benefits thereto.1. local and other authorities and bodies. sets and utilities). creditors. performance guarantees and tax related assets. provisions. production and support resources for the associated business at Chennai and the system activities known as ‘proximity business’ at voltage < 132 kv turnkey AIS substations of ‘industry / infrastructure’ customers or ‘utility’ customers on an indirect basis for all the transmission and distribution content whether negotiated in one or more orders up to a project value of Rs.000 (Rupees twenty crores) with the same customer or project. DTR (harmony. customers and other persons. The demerger shall be in the larger interests of both companies. the Transferor Company proposes to transfer its business to the Transferee Company through the Scheme of Demerger. the medium voltage relays (platform P20 in particular) and the products of the Pacis family. actionable claims. lenders and other stakeholders to the respective companies. communication facilities. tangible or intangible. control and running of the transmission and distribution businesses. Page 29 of 140 . employees and the general public and is expected to achieve the following benefits: (i) enable the Transferor Company and the Transferee Company to focus and enhance their respective core business operations. whether situated in India or abroad. their research and development means (R&D and product heads). Without prejudice and limitation to the generality of the above. office equipment. corporeal or incorporeal (including plant and machinery. fixtures. All the open offer formalities have been completed on December 3. 20. PDS. cash and bank balances and deposits including accrued interests thereto with Government. automation activities resulting from the SAS "product line". appliances. the benefits of any bank guarantees. builds and services products and equipments at a voltage lower than or equal to 52 kv and identified as SDS. funds. and give investors flexibility and choice for their investment and would attract different sets of investors.00. Accordingly. furniture. CENVAT credits. recoverable in cash or in kind or for value to be received. financial assets. earnest monies and sundry debtors. 2010.2 Definition of the term “Demerged Undertaking” .1 Salient features of the Scheme of Demerger Rationale for the Scheme of Demerger “(a) ALSTOM Sextant 5 SAS (along with other persons acting in concert) had made an open offer to the public shareholders of the Transferor Company under Regulations 10 and 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations. melody power. whether present or future or contingent. resiglass and equivalent ranges).1.“the undertaking of the Transferor Company that manufactures. semi-Government. designs. create enhanced value for the shareholders of the Transferor Company and the Transferee Company. D. receivables. melody.1 6. outstanding loans and advances. strategic partners. accessories.

allocated to the Demerged Undertaking in the same proportion in which the value of the assets (ignoring the revalued amount) transferred under this Scheme bear to the total value of the assets of the Transferor Company immediately before giving effect to this Scheme (“Transferred Liabilities”). of the Demerged Undertaking being transferred to the Transferee Company. including contract labour. licenses. quasi-judicial authority. no-objection certificates. concession agreements.e. which immovable properties are currently being used for the purpose of the Demerged Undertaking and all documents of title. land together with the buildings and structures standing thereon. all contracts. rights. bank overdrafts. bonds. consultants. continuing rights. office space and guest houses and residential premises occupied by the employees engaged for the purposes of the Demerged Undertaking) and project offices. initiated by or against the Transferor (c) (d) (e) (f) (g) (h) Page 30 of 140 . permissions.Schneider Electric Infrastructure Limited Information Memorandum (b) all immovable properties i. funds or benefits created or existing for the benefit of such employees pertaining to the Demerged Undertaking and whose services are transferred to the Transferee Company (the “Funds”) together with such of the investments made by these Funds which are referable to the employees etc. purchase orders. clearances and other instruments of whatsoever nature and description. insurance covers and claims. expression of interest. with a specific exclusion of income tax proceedings either already existing or that may arise in the future for the period up-to the Appointed Date. para. term loans from banks and financial institutions. tribunal or committee) that pertain to the Demerged Undertaking. all current and future legal or other proceedings / investigations of whatsoever nature (including those before any statutory. all permits. staff welfare scheme or any other special schemes. trademarks. godowns. tenders. secondees. all applications (including hardware. raised. memoranda of agreements. title and interest in connection with the said immovable properties. trainees and interns pertaining to the Demerged Undertaking as on the Effective Date and any contributions made towards provident fund. facilities of every kind and description of whatsoever nature and the benefits thereto (collectively “Licenses”) that pertain exclusively to the Demerged Undertaking. licenses. patents. registrations. domain names and all such rights of whatsoever description and nature that pertain exclusively to the Demerged Undertaking. oral or otherwise (“Contracts”) obtained solely for the Demerged Undertaking. and depots. exemptions.meterisation and scripts). including but not limited to the export orders and Contracts entered into with public sector undertakings directly and / or as a sub-contractor of a third party who has contracted with a public sector undertaking listed in Schedule III hereof). bids. allotments. deeds. and all Mixed Contracts entered into by the Transferor Company. quotas. certificates. liberties and advantages including those relating to privileges. employee state insurance contributions. letters of intent. goodwill. other arrangements. gratuity fund. trade names. entitlements. concessions. all employees. rights and easements in relation thereto and all rights. registrations. export orders memoranda of understanding. superannuation fund. hire and purchase arrangements. incurred and utilized solely for the activities or operations of the Demerged Undertaking. agreements. undertakings. whether permanent or temporary. and (ii) liabilities other than those referred to above. software. copyrights. covenants. licenses. consents. including but not limited to those listed in Part A of Schedule II to this Scheme. approvals. the liabilities pertaining to or arising out of activities or operation of the Demerged Undertaking including (i) specific loans and borrowings. leasehold. source codes. powers. including tenancies in relation to warehouses. memoranda of agreed points. if they are mostly linked to the Demerged Undertaking (including without limitation the Contracts obtained solely for the Demerged Undertaking and the Mixed Contracts entered into by the Transferor Company. as specifically stipulated in Schedule I to this Scheme (whether freehold. service marks. schemes. whether written. leave and licensed or otherwise. being the amounts of general or multi-purpose borrowings of the Transferor Company. if they are mostly linked to the Demerged Undertaking. working capital loans and liabilities. memoranda of undertakings. benefits.

decides to vacate the said property.. all benefits. subject to the provisions of paragraph 3. commercial and management.” Transfer of mixed immovable properties . including all or any refunds/credit/claims relating thereto. Uttar Pradesh. Naini. excise. manuals.1. the Transferor Company will manage the common areas and invoice its services to the Transferee Company. and without any further deed or act. maintenance of the buildings or installations that remain joint (e. the Transferor Company will. Uttar Pradesh. sales tax. alongwith associated obligations. if the Department of Relief and Rehabilitation. forthwith hand over the property back to the Transferor Company as per the terms of the sub lease. entitlements. general accountancy. databases for production.m. procurement. sales and advertising materials. grants permission to sublease the said property to the Transferee Company and if the Transferee Company. In relation to the property situated at industrial land admeasuring 24. papers. and pursuant to Section 394 of the Act and Section 2(19AA) of the Income-tax Act. computer programmes. customer pricing information. and all books. transferred to and vested in the Transferee Company as a going concern so as to become as and from the Appointed Date. firstaid room. duties. more specifically provided in Annexure B. security. VAT. In such event. including but not limited to those obligations set out in Schedule V. service tax. records. for example in the areas of environment. entitlements. concessions and obligations of any nature whatsoever. entry tax laws and Foreign Trade Policy of Government of India in relation to the Demerged Undertaking. if applicable. whether due or not due as on the Appointed Date. incentives and concessions under incentive schemes and policies. whether in physical or electronic form that pertain to the Demerged Undertaking.916 sq. drawings. except corporate Income tax liability and payable.1. the Transferor Company shall not terminate the lease without the consent of the Transferee Company. quotations.4 Page 31 of 140 . The management of such sites will be on terms mutually agreed between the Transferee Company and the Transferor Company. in relation to the Demerged Undertaking and all such benefits. files. at any point of time.” 6. operational management of human resources. If the demerger of the Demerged Undertaking results in a cohabitation situation on the same site. “Proceedings”). cess. engineering and process information. air-conditioning or fire protection installations). and in accordance with any agreement entered into between the Transferor Company and the Transferee Company in relation to the use of such immovable properties.“With regard to immovable properties specified in Schedule VIII and occupied and utilized by the Demerged Undertaking and the Remaining Business prior to the Effective Date. the Transferee Company shall. customer credit information. catering.Schneider Electric Infrastructure Limited Information Memorandum Company or proceedings / investigations to which the Transferor Company is party to including but not limited to those listed in Schedule IV to this Scheme (collectively. catalogues. etc. including under customs. health.g.” (j) (k) 6.“Upon this Scheme becoming effective and with effect from the Appointed Date. the whole of the Demerged Undertaking shall. the Transferor Company and the Transferee Company may agree to maintain shared services at their convenience on the same site in order to minimize the operating cost and/or ensure consistency towards third parties and/or employees. that are allocable / referable/ related to the Demerged Undertaking. lists of present and former customers and suppliers. The Transferee Company shall be liable to pay the ground rent and taxes and fulfill all obligations in relation to or applicable to such leased / subleased immovable properties subject only to. incentives. information technology. and all other books and records.3 Demerger of the Demerged Undertaking . subject to receipt of an unconditional consent from the counter-party. at Naini Industrial Colony. Allahabad. Mirzapur Road. (i) all taxes. a part of the Transferee Company. 1961 shall be demerged from. grant a lease or sub-lease to the Transferee Company (under terms identical to the main lease with regard to the part of the property to be sub-leased to the Transferee Company in the event that the property is leasehold) and subject to.2 hereof in relation to the mode of vesting. and in accordance with any agreement entered into between the Transferor Company and the Transferee Company. In relation to leased premises that are sub-leased to the Transferee Company pursuant to this paragraph.

All bank guarantees. such Licenses shall be deemed to constitute separate Licenses and the relevant or concerned authorities and/or licensors (as the case may be) shall endorse and/or mutate/substitute or record the separation upon filing of this Scheme (as sanctioned by the High Courts) with such authorities and / or licensors after this Scheme becomes effective. rights. in case there are any claims (including warranty claims) that pertain to a Mixed Contract.” Transferor Company to hold assets in trust for the Transferee Company . the Transferee Company shall be added as party to such proceedings and shall prosecute or defend such proceedings in cooperation with the Transferor Company. the corresponding limits of the Transferor Company shall accordingly stand released. upon this Scheme coming into effect and with effect from the Appointed Date. To such extent.“The execution and performance of Mixed Contracts and any sub-contract of the same inter-se the Transferor Company and the Transferee Company shall be on terms mutually agreed between the Transferee Company and the Transferor Company such that the existing obligations of the Transferor Company and the Transferee Company to a third party shall not be breached. unless otherwise agreed between them. will be replaced by the Transferee Company or backed by appropriate counter-indemnity to be provided by the Transferee Company to the Transferor Company. letters of credit and forex hedging contracts issued / entered into by the Transferor Company that relate to Contracts that pertain exclusively to the Demerged Undertaking / Mixed Contracts (to the extent of the share dedicated to the Demerged Undertaking). Liabilities. title. including but not limited to those set out in Part B of Schedule II. In such case. claims.” Transfer of Mixed Contracts . Any amounts that may be received by the Transferor Company in respect of the Mixed Contracts (for the share dedicated to the Demerged Undertaking) shall be immediately paid to the Transferee Company and any losses incurred by the Transferor Company in respect of such Mixed Contracts (for the share dedicated to the Demerged Undertaking) shall be immediately fully indemnified by the Transferee Company.7 Transfer of litigations – “In the event that the legal proceedings except in the case of Income tax Proceedings on matters pertaining to the period up to the Appointed date relate to the Transferor Company as a whole. so as to facilitate the continuation of operations of the Demerged Undertaking in the Transferee Company as well the operations of the Transferor Company without hindrance from the Appointed Date.1. as the case may be. the liabilities will be allocated between the Transferee Company and the Transferor Company on mutually agreed terms.5 Transfer of joint licenses . schemes. The Transferor Company and the Transferee Company have mutually agreed upon a list of Contracts that pertain exclusively to the Demerged Undertaking and Mixed Contracts (that are mostly linked to the Demerged Undertaking) that will.1. the Transferee Company shall apply for and obtain fresh licenses to operate the Demerged Undertaking. If the Transferee Company and / or the Transferor Company are dependent on each other for supply of components produced by a machine belonging to such other company.8 . arrangements or other instrument of whatsoever nature and Licenses. relating to such claim will be shared by the Transferor Company and the Transferee Company in the proportion to the share of the Mixed Contract dedicated to the transmission business and distribution business.6 6. Page 32 of 140 6. pursuant to this Scheme.“If any assets (estate. the Transferor Company and the Transferee Company shall co-operate with each other in settling the claim. be transferred to and vest with the Demerged Undertaking. the Transferee Company and the Transferor Company undertake to maintain a customer / supply relationship under the conditions that prevailed prior to the Effective Date. respectively. deeds.“In case of the Licenses that are jointly held for the Demerged Undertaking and the Remaining Business. agreements. interests in or authorities relating to such assets) or any contracts. With effect from the Appointed Date.1. if any. in relation to the Demerged Undertaking. and cannot be allocated exclusively to the Demerged Undertaking or the Remaining Business.1. then.Schneider Electric Infrastructure Limited Information Memorandum 6.” 6. Any amounts that may be received by the Transferee Company in respect of the Mixed Contracts (for the share dedicated to the Remaining Business) shall be immediately paid to the Transferor Company and any losses incurred by the Transferee Company in respect of such Mixed Contracts (for the share dedicated to the Remaining Business) shall be immediately fully indemnified by the Transferor Company. subject to the terms and conditions therein. If the separation of such Licenses is not permissible. bonds.

in the Transferee Company as part of this Scheme. Such stock exchanges shall list the equity shares of the Transferee Company. shall stand cancelled and the liability.10 6. deeds. in so far as it is permissible so to do.1. the Transferor Company shall hold such assets. In such case. be listed and admitted to trading. ” Listing of the Transferee Company . as held by the Transferor Company and its nominees. of the Transferor Company stands extinguished. if any. based on their independent judgment and taking into consideration.“Upon this Scheme becoming effective. bonds.2 Sequence of events of Scheme of Demerger: Date April 11.Bansi S.12 . if any. the shareholders of the Transferor Company as on the Record Date determined pursuant to paragraph 4. subscribed and nil-paid up share capital of the Transferee Company comprising of 5. subject to applicable laws including execution of the relevant listing agreements and payment of the appropriate fees. agreements. The board of directors also authorized filing of the Scheme of Demerger with the Stock Exchanges. arrangements or other instrument of whatsoever nature and Licenses. cannot be transferred to the Transferee Company for any reason whatsoever.1. 2 (Rupees two) each held in the Transferor Company. There shall be no change in the shareholding pattern or control of the Transferee Company.9 Consideration for the Scheme of Demerger .1. 1 (one) fully paid-up equity shares of Rs. Such share exchange ratio has been determined by the Board of Directors of the Transferor Company and the Transferee Company. the Transferee Company shall not be required to add the words “and reduced” as part of its corporate name.“Upon issuance and allotment of equity shares by the Transferee Company in accordance with paragraph 4.“The equity shares of the Transferee Company shall.” Cancellation of shares held by the Transferor Company in the Transferee Company and consequent reduction of share capital of the Transferee Company . schemes. shall be effected as an integral part of this Scheme in accordance with the provisions of Section 78.1. Section 80. 2011 provided by an independent valuer . Sections 100 to 103 and any other applicable provisions of the Act and the orders of the High Courts sanctioning this Scheme shall be deemed to be also the orders under Section 102 of the Act for the purpose of confirming the reduction.00. since the requisite minimum of 25% (twenty five percent) of the Transferee Company’s paid-up share capital shall comprise of shares allotted to the public shareholders of the Transferor Company. without any lock-in conditions on the stock exchanges on which the equity shares of the Transferor Company are listed as on the Record Date. between the Record Date and the listing. contracts. as a result of cancellation of the existing shareholding of the Transferor Company. 2 (Rupees two) each. 2009 without the Transferee Company making an initial public offer. forming part of the Demerged Undertaking. the valuation report dated April 8. The shares allotted pursuant to this Scheme shall remain frozen in the depositories system till listing / trading permission is given by the designated stock exchanges.1. subject to compliance with the Securities and Exchange Board of India circular dated September 3. Page 33 of 140 6.Schneider Electric Infrastructure Limited Information Memorandum which the Transferor Company owns or to which the Transferor Company is party to.” 6.” The reduction in the share capital account. 2 (Rupees two) each of the Transferee Company.” 6.11 Inter-se transfer of shares . of the Transferee Company. the initial issued. till such time the transfer is effected.” 6. if any.1 above. 2011 Events Board of directors of the Transferor Company gave its in-principle approval to the Scheme of Demerger and to the swap ratio subject to an unconditional fairness opinion from the merchant banker.1 above shall be entitled to receive on a proportionate basis for every 1 (one) fully paid-up equity share of Rs. Mehta & Co.“Statutory exemptions available for inter-se transfer of shares by the promoter / group entities of the Transferor Company shall be deemed to be available in relation to any transfer of shares between such promoters / group entities in the Transferee Company. in trust for the benefit of the Transferee Company. in consideration of the transfer and vesting of the Demerged Undertaking in the Transferee Company.000 (five lakh) shares of Rs.

Transferor Company filed the company application with the Hon’ble Delhi High Court. 2011 September 19. Transferor Company obtained certified copy of the Hon’ble Delhi High Court order. 2011 Page 34 of 140 . seeking dispensation from convening meetings of its shareholders and creditors. Transferee Company filed certified copy of the Hon’ble Gujarat High Court order with the Registrar of Companies. Hon’ble Delhi High Court passed an order for convening the meetings of the equity shareholders and unsecured creditors of Transferor Company on July 30. CSE and BSE respectively) granted their approval to the Scheme of Demerger. 2011 November 26. 2011 June 22. May 2 and May 9. NCT of Delhi and Haryana. 2011. Stock Exchanges (NSE. April 13. 2011 June 3. 2011 May 28. Transferor Company filed certified copy of the Hon’ble Delhi High Court order with the Registrar of Companies. 2011 Events Board of Directors gave its in-principle approval to the Scheme of Demerger and to the swap ratio. Transferor Company filed the confirmation petition with the Delhi High Court. Board of Directors gave its final approval to the Scheme of Demerger and the swap ratio. Transferee Company filed the confirmation petition with the Hon’ble Gujarat High Court. Meetings of shareholders and creditors of the Transferor Company. 2011 April 21. Final hearing before the Hon’ble Gujarat High Court. 2011 November 24. Gujarat. 2011 June 15. Hon’ble Gujarat High Court passed an order for granting dispensation to the Transferee Company from convening meetings of its shareholders and creditors.Schneider Electric Infrastructure Limited Information Memorandum Date April 12. 2011 May 30. 2011 May 28. 2011 August 9. Transferee Company obtained certified copy of the Hon’ble Gujarat High Court order. Transferee Company filed the company application with the Hon’ble Gujarat High Court. 2011 June 14. seeking orders for convening the meetings of its equity shareholders and unsecured creditors. Transferor Company filed the Scheme of Demerger along with the annexures with the Stock Exchanges for their approval. Final hearing before the Hon’ble Delhi High Court. Board of directors of the Transferor Company gave its final approval to the Scheme of Demerger and the swap ratio. 2011 October 24. 2011 November 26. Dadar and Nagar Haveli. 2011 July 30. 2011 November 24.

2011 Events Board of Directors took the Scheme of Demerger on record. 2011 January 12. December 15. 2012 March 13. 2011 December 16. Receipt of in-principle approval of NSE for listing of equity shares issued by the Company to the shareholders of ALSTOM T&D pursuant to the Scheme of Demerger. Transferee Company allotted shares to the shareholders of the Transferor Company. BSE granted its approval for listing of Equity Shares pursuant to Scheme of Demerger. 2012 March 13.Schneider Electric Infrastructure Limited Information Memorandum Date November 30. 2012 Page 35 of 140 . Board of directors of the Transferor Company took the Scheme of Demerger on record and determined the Record Date. SEBI granted its approval for relaxation from the strict enforcement of the requirement of Rule 19(2)(b) of the SCRR for the purpose of listing of Equity Shares. 2011 December 2. Record Date.

The Corporate Identity Number of the Company is U31900GJ2011PLC064420. These managing directors function under the overall supervision of the Board of Directors. Village Kotambi. 2011 December 5.5 Shareholders’ Agreement The Company does not have any shareholders’ agreement. Post Office Jarod. designing. Halol Highway. medium voltage switchgears. building and servicing technologically advanced products and systems for electricity distribution including products such as distribution transformers. direction and management of the operation and business of the Company are vested in the Board of Directors. 2011 7. Gujarat. please see the Section titled “General Information about the Company”. 9. Further.2 Main objects of the Company Set forth below are the main objects of the Company as appearing in the MoA: “Manufacturing. Gujarat. which exercises its powers subject to the MoA and AoA and the requirements of Indian laws. ‘Schneider Electric Infrastructure Limited’ on December 8. medium and low voltage protection relays and electricity distribution and automation equipments. Vadodara.1.4 Type of Meeting Extraordinary general meeting Annual general meeting Type of Resolution Special Special Brief particulars of Change Increase of authorised capital Name change Subsidiary of the Company The Company does not have any subsidiaries. The following table sets forth the details of the Directors: Page 36 of 140 .e. Subsequently.3 Changes in the MoA Date of Change November 23.HISTORY AND CERTAIN CORPORATE MATTERS 7.6 Strategic/ Financial Partners and other Material Contracts The Company does not have any strategic/financial partners and has not entered into any material contracts other than in the ordinary course of business. India.7 Management The day to day operations of the units of the Company are managed by the managing directors of the respective units. Dadar and Nagar Haveli.2 Board of Directors The general supervision. 2011 under the Companies Act under the name ‘Smartgrid Automation Distribution and Switchgear Limited’.Schneider Electric Infrastructure Limited Information Memorandum SECTION 7 . The Company has 6 Directors. 7. 2011 and a fresh certificate of incorporation consequent to change of name was issued by the Registrar of Companies. 7. 7. Vadodara-391510. the Demerged Undertaking stands vested in the Company. The registered office of the Company is located at Milestone 87. 7. For further details about the Company. the name of the Company was changed to its current name.1 Incorporation The Company was incorporated on March 12. pursuant to the Scheme of Demerger sanctioned by the High Courts.” 7. i.

Noida-201301.Energy Grid 03194044 Director & CFO 39 . Uttar Pradesh. Paris. Father’s name. New Delhi110021. Greater DIN '02591373 Designation Chairman (nonexecutive) Age 67 Directorship in other Companies in India . B-88. India Occupation: Service Anil Chaudhry Father’s name: Kanshi Ram Chaudhry Address: 7.ICICI Prudential Trust Ltd. B9/6. Noida-201 301.Asian Hotel (North) Ltd. 75116 Occupation: Service Olivier Pascal Marius Blum Father’s name: Louis Blum Address: 3/35 Shanti Niketan. Ltd. India Occupation: Lawyer Prakash Kumar Chandraker Father’s name: Bisahu Ram Chandraker Address: A-440 Telecom City.Bharat Foundation (Governing Body) '05150366 Managing Director 49 - 03213517 Director (nonexecutive) 50 .Energy Grid 02075443 Director (nonexecutive) 40 . Sector 62.Energy Grid Page 37 of 140 . .ICICI Prudential Life Insurance Co. Sector 51. . India Occupation: Service Alexandre Henri Tagger Father’s name: Claude Tagger Address: S-502.Schneider Electric Infrastructure Limited Information Memorandum Name. . Uttar Pradesh. Dewan Manohar House. Rue Vineuse. address & occupation Vinod Kumar Dhall Father’s name: Dewan Chand Dhall Address: Dhall Law Chambers.

Mahindra USA Inc. Kasturba Gandhi Marg. HDFC Standard Life and Bharat Heavy Electricals Limited. India Occupation: Service Ranjan Pant Father’s name: Mr. Tagger is based in Delhi to oversee the statutory requirements under the open offer that was made to the shareholders of ALSTOM T&D and other related formalities as per the consortium agreement. in which his total experience has been for about 27 years. Ranjan received Masters of Business Administration degree from The Wharton Page 38 of 140 (ii) (iii) . Mr. Ranjan is the investment committee member of a leading corporate private equity house and is / has been an independent director on the board of directors of several major companies. Currently. He is also a member of Audit Committee and Share Transfer and Shareholders/Investors Grievance Committee of the Board of Directors. This includes direct experience of running businesses as chief executive officer of public sector undertakings. He was also a Director. Mr. Mr. Industry and Commerce and Finance. New Delhi110048. Ltd. He is also a member of the Audit Committee and Share Transfer and Shareholders/Investors Grievance Committee of the Board of Directors. Tagger was fully involved in the ALSTOM T&D consortium acquisition in partnership with the ALSTOM group. External Growth – Mergers & Acquisitions in 2007 and additionally named Global Mergers & Acquisition Coordinator for the Group in 2008. New Delhi-110001.Vinod Kumar Dhall entered the Indian Administrative Service in 1966 and retired as the Secretary.DSP Blackrock Investment Managers Pvt.1. Ranjan serves as an Executive in Residence at Babson's F. Since August 2010. During his career. Krishna Chandra Pant Address: Portion-B. Ltd. DSP Blackrock Investment Managers. economic regulatory experience etc. W. Ltd. Mr. Olin Graduate School of Management. address & occupation Kailash-I. Ranjan was a Partner at Bain Strategy consulting where he led the worldwide utility practice. Ranjan Pant . Dhall heads Dhall Law Chambers (law firm) specializing in competition law and regulatory laws. . . 10-A. including.HDFC Standard Life Insurance Co. Subsequently. Ltd. 2008.2 Brief profile of the Directors (i) Vinod Kumar Dhall . He also advises/lectures on corporate governance issues and competition law and policy and is a visiting professor/resource person at reputed academic and other institutions/organizations in India and abroad. Alexandre Henri Tagger . .ISR Projects Pvt. . Father’s name. Government of India.Perseus India Advisors Pvt.Schneider Electric Infrastructure Limited Information Memorandum Name.Ranjan Pant is a highly experienced. global strategy management consultant and change management leader who advises chief executive officers. 9. Corporate Business Development. India Occupation: Management Advisor DIN Designation Age Directorship in other Companies in India 00005410 Director (nonexecutive) 52 . he specialized in the fields of Corporate Affairs. including the review and structuring with regard to ALSTOM T&D. at General Electric headquarters. Alexandre holds a graduate degree from Ecole de Management Lyon as well as a Masters of Business Administration from the University Of Texas Red McCombs Graduate School Of Business (1994). Ltd.RKO Consultants Pvt. .Alexandre Henri Tagger started his career at JP Morgan in London in 1994 in Corporate Finance focusing on European domestic and cross-border Mergers & Acquisitions in the financial sector. Tagger joined Schneider Electric in Paris in 2004 and was promoted to Vice President. he was a member of the Competition Commission of India for about 5 years till he resigned in July.

000 and other perquisites as per the Company policy. NIL 9.Anil Chaudhry graduated as Electronics and Telecommunication Engineer from India and began his career in 1982 in the computer industry. pursuant to which of the Directors was selected as a director or member of senior management.Prakash Chandraker is a graduate from the Government Engineering College.1. North-Eastern Region.000. ALSTOM T&D. which lead implementation of Unified Load Despatch Centre (ULDC) Scheme for Northern Region. solution integration. The additional Directors will retire at the next annual general meeting of the Company and will be eligible for reappointment.2 Shareholding of Directors in the Company Page 39 of 140 .1.2 Compensation of the Non-Executive Directors The Company does not pay any compensation to any of its non-executive Directors. both positions directly reporting to the chief executive officer of Schneider Electric. Unit Head. He held various positions in design. Grenoble. Operations Director.Marketing. Pilani.2 Compensation of Managing / Whole Time Director(s) The annual base salary of the managing director of the Company is Rs. He joined Schneider Electric in 1993 as a Marketing Engineer in France. Presently. 9. customers. (v) (vi) 9. Mr. engineering. He has held various positions (Business Segment Manager.92. 46. 9. business development and general management in France and India throughout his career of 25 years in the energy sector.1. University of Pennsylvania and a Bachelor in Engineering from the Birla Institute of Technology and Science. Raipur (NIT Raipur) and has done Business Management from Bangalore University. Anil Chaudhry . then moved as a Sales Engineer from September 1994 and quickly climbed the corporate ladder to assume different leadership roles. Henri Lachmann. etc.Olivier Pascal Blum is a postgraduate in Business. (iv) Prakash Kumar Chandraker . he is heading the Energy Automation in India Region and has a working experience of 26 years in the power sector.) in Alstom India. Eastern Region and National Load Despatch Centre (NLDC) for Power Grid Corporation of India Limited (PGCIL) and various Electricity Boards in India. Chandraker was the head of the Automation team.1. He held many senior positions from Vice-Director of France Sales Division to the Secretary of the Executive Committee and Company Program Vice President in 2001. Mr. Mr. suppliers or others. Administrative and Financial studies from Ecole de Management. project management. 5.Schneider Electric Infrastructure Limited Information Memorandum School. His first major overseas assignment came about in 2003 when he was posted in China as Final low Voltage Activity Director and later promoted to Director . Chaudhry has been appreciated for his leadership. team building.2 Details of service contracts entered into by the Directors with the Company providing for benefits upon termination of employment. 9. NIL 9. He moved to India in January 2008 as the Managing Director of Schneider Electric India Private Limited.1. He is also entitled to annual retrial benefits of Rs.2 Details of arrangement or understanding with major shareholders.21.2 Date of expiration of current term of office of Director and Executive Director One third of the Directors of the Company will retire at the next annual general meeting of the Company.1. During his career. Olivier Pascal Blum . and business development strategy and execution skills. Anil joined the group in 1985 as Power Plant Control Engineer and shifted to T&D business in 1995.

10 Corporate Governance The provisions of the Listing Agreements with respect to corporate governance will be applicable to the Company immediately upon listing of its Equity Shares on the Stock Exchanges. commission and reimbursement of expenses payable to them. 4. 6. for attending meetings of the Board of Directors or a committee thereof as well as to the extent of other remuneration. 2.2 Interest of directors All Directors of the Company may be deemed to be interested to the extent of fees payable to them. No. powers. 5. 1.7. 3. as on the date of this Information Memorandum.Schneider Electric Infrastructure Limited Information Memorandum Nil 9. (b) Name Vinod Kumar Dhall Prakash Kumar Chandraker Anil Chaudhry Olivier Pascal Marius Blum Alexandre Henri Tagger Ranjan Pant Board Committees Designation Chairman (non-executive) Managing Director Director (non-executive) Director (non-executive) Director & CFO Director (non-executive) The Board of Directors has constituted the following committees: Directors Vinod Kumar Dhall Prakash Chandraker Alexandre Tagger Ranjan Pant Anil Chaudhry Olivier Blum Audit Committee Chairman Member Member Share Transfer Committee Chairman Member Member Member Banking & Finance Committee Chairman Member Member - The role. (c) Compliance Report on Corporate Governance Page 40 of 140 . scope of functions and duties of these committees are as per the applicable provisions of the Companies Act and Clause 49 of the Listing Agreements. if any. However. the Company is in compliance with the provisions of Clause 49 of the Listing Agreements and the details are as follows: (a) Composition of Board of Directors The Board of Directors comprises of the following: S. 7.1.

Compliance Corporate 49 (IC) (49 (ID) 49 (II) 49 (IIA) 49 (IIB) 49 (IIC) 49 II(D) 49 (IIE) N.A. Report on Governance VII. 2011 Graham Johnson (e) Key Management Personnel Page 41 of 140 .A. Will be disclosed in the annual report Will be disclosed in the annual report Will be disclosed in the annual report N. (E)Remuneration of Directors (F)Management (G)Shareholders V. Subsidiary Co’s IV. Board of Directors (A) Composition of Board (B) Non-executive Directors’ compensation & disclosures (C) Other provisions as to Board and Committees (D) Code of Conduct II.A. preferential issues etc. 2011 Date of Resignation December 16. rights issues. Disclosures (A) Basis of related party transactions (B) Disclosure of Accounting Treatment (C) Board Disclosures (D)Proceeds from public issues.CEO/CFO Certification VI. 49 (IV) 49 (IV A) 49(IVB) 49 (IV C) 49 (IV D) 49 (IV E) 49 (IV F) 49 (IV G) 49 (V) 49 (VI) 49 (VII) Yes Non executive directors are not paid any compensation Yes Yes Yes As per the requirement As per the requirement As per the requirement As per the requirement As per the requirement N. Audit Committee (A) Qualified & Independent Audit Committee (B) Meeting of Audit Committee (C) Powers of Audit Committee (D) Role of Audit Committee (E) Review of Information by Audit Committee III.Schneider Electric Infrastructure Limited Information Memorandum Particulars Clause of Listing Agreement 49 I 49(IA) 49 (IB) Compliance Status Yes/No Remarks I. Will be disclosed the annual report Will be disclosed the annual report Will be disclosed the annual report Will be disclosed the annual report Will be disclosed the annual report Will be disclosed the annual report in in in in in in (d) Changes in Board of Directors since inception Name of Director Date of appointment March 12.

47 employees of Schneider Electric India Private Limited (part of the promoter group) have been transferred to the Company with continuity of service and on no less favourable terms than their existing terms of employment. Further. C. Ashok Kumar (f) Employees Designation Managing Director No. 3 more employees (approximately) are proposed to be transferred from Schneider Electric India Private Limited to the Company in due course. Page 42 of 140 . of Equity shares held Nil Director Nil Company Secretary 505 Consequent to vesting of the Demerged Undertaking into the Company.S. about 1. Additionally.Schneider Electric Infrastructure Limited Information Memorandum The following are the key managerial personnel of the Company: Name Prakash Kumar Chandraker Alexandre Henri Tagger Mr.600 employees of ALSTOM T&D have been transferred to the Company with continuity of service and on no less favourable terms.

Schneider Electric Infrastructure Limited Information Memorandum SECTION 8 – PROMOTERS. France.001. Page 43 of 140 . a French Société par actions simplifiée (simplified joint stock company).01) 337.272  1. No.00.274. avenue André Malraux. 2010. Name of the shareholder ALSTOM Holdings Schneider Electric Services International Total Number of Shares 69. Unless mentioned otherwise.1 Promoters of the Company The details of the promoters of the Company are given below.e. PROMOTER GROUP AND GROUP COMPANIES 8. from October 22. Financial Performance (in Euro) Financial Data Total operating income Net income Equity capital Reserves and surplus Earnings per share (Euro per share) Net asset value (Euro per share) For the 12-month period ended March 31. 2.304 (0.102 Percentage of shareholding 69.69) (50.769) (27.581) 100. the following information is as of February 15.830   30.347. i. 2009 under the laws of France and is registered with the Register of Trade and Companies of Nanterre with number 517793634. Shareholding Pattern The shareholding pattern of ALSTOM Sextant 5 is as follows: S. was incorporated on October 22. 92300 Levallois-Perret. It is not engaged in any operating activity.00.66  30.34  100 Board of Directors ALSTOM Sextant 5 does not have a board of directors but has a President by the name Henri PoupartLafarge. 2010* 2011 (2.69) (17.65.769) 1.43 * First statutory accounts prepared for a period less than one year. The registered office of ALSTOM Sextant 5 is located at 3. Principal Business ALSTOM Sextant 5 is a holding company. 2012: (a) ALSTOM Sextant 5 Incorporation and registered office ALSTOM Sextant 5.000 (2.34.020 3. 1. 2009 to March 31.

Schneider Electric Infrastructure Limited Information Memorandum (b) ALSTOM Grid SAS Incorporation and registered office ALSTOM Grid SAS.126 23 74 117 4.18 For the 15 month period ended March 31. 4. financial.07) 23. 1992 under the laws of France and is registered with the Register of Trade and Companies of Nanterre with number 389191800. esplanade du Général de Gaulle 92907 La Défense Cedex. France. its name was changed to its current name. 2010. i. regulated provisions and other reserves Page 44 of 140 . 3.99 41. 2008 1. 5.419 (135) 74 35 (29.e. movable and immovable operations in France and abroad in the field of energy transportation and distribution. commercial. ‘ALSTOM Grid SAS’ on December 31. ALSTOM Grid SAS was incorporated under the name ‘AREVA T&D SAS’ and subsequently.979 148 74 143 31. a Société par Actions Simplifiée (simplified limited company). Financial Performance in Euro mm (except per share data) Financial Data Total operating income Net income Equity capital Reserves & surplus (1) Name Jean-Michel Cornille Jean-Pierre FAURE Marie-José Donsion Michel Serra Henri BERRE Member Position held Chairman and Member Member Member CEO For the year ended December 31. legal reserve.55 Earnings per share (Euro per share) Net asset value (Euro per share) Notes: (1) Reserves & surplus includes share. Board of Directors ALSTOM Grid SAS does not have a board of directors but has an Executive Committee comprising of the following members: S. Principal Business ALSTOM Grid SAS is engaged in the business of all industrial.83 2009 2. The registered office of ALSTOM Grid SAS is located at Immeuble Le Galilée 51.78 46. 1. retained earnings. 2011 2. 2. Shareholding Pattern ALSTOM Grid SAS is a wholly-owned subsidiary of T&D Holding. No. merger and contribution premiums. was incorporated on November 16.

1. 4. 3.138 3. Principal Business T&D Holding is a holding company. 6. T&D Holding was incorporated under the name ‘AREVA T&D Holding SA’ and subsequently its name was changed to its current name. 2008 2009 166 66 500 162 1. 2.01 0. 6.793 Percentage of shareholding (approximately) 99. 4. Name Grégoire Poux-Guillaume Marie-José Donsion Michel Augonnet Michel Serra Robert Immelé Michel Crochon Position held Chairman & CEO Director Director Director Director Director Financial Performance in Euro mm (except per share data) Financial Data Total operating income Net income Equity capital Reserves & surplus(1) Earnings per share (Euro per share) Net asset value (Euro per share) For the year ended December 31. It is not engaged in any operating activity. 7.01 0. i. a Société Anonyme à Conseil d'Administration (private limited company). 5.e. Name of the Shareholder ALSTOM Sextant 5 Grégoire Poux-Guillaume Marie-José Donsion Michel Augonnet Michel Serra Robert Immelé Michel Crochon Total Number of Shares 158. No.32 13. ‘T&D Holding’ on June 7.02 For the 15 month period ended March 31.50 Page 45 of 140 . The registered office of T&D Holding is located at 3. 5.787 1 1 1 1 1 1 158.Schneider Electric Infrastructure Limited Information Memorandum (c) T&D Holding Incorporation and registered office T&D Holding. 2011 217 511 158 2. 1. avenue André Malraux–92300 Levallois Perret.01 0. 2010.437. Shareholding Pattern The shareholding pattern of T&D Holding is as follows: S.24 192 139 500 201 2.01 100 Board of Directors The board of directors of T&D Holding comprises of the following: S.94 0.23 14. 2003 under the laws of France and is registered with the Register of Trade and Companies of Nanterre with number 449834308.01 0.437. 3.78 14.01 0. 2. No. was incorporated on August 13. France.

retained earnings.’ and its name was changed to ‘Long and Crawford Limited’ with effect from September 18. 1993. 1998. to its current name.65 328 250 405 1. Financial Performance in GBP ’000 (except per share data) Financial Data Total operating income Net income Equity capital Reserves & surplus Earnings per share (GBP per share) Net asset value (GBP per share) 8. machines. 1984.62 For the 15 months ended March 31. No. merger and contribution premiums. i.e. 2011 Name Iain G R MacDONALD Position held Director Page 46 of 140 . accessories.2 Promoter group of the Company The details of the promoter group of the Company are given below: (a) ALSTOM Grid Finance B. The registered office of Long & Crawford Ltd. a private limited company. ST17 4LX Stafford. It was incorporated as ‘Long & Crawford Ltd. ‘Long & Crawford Ltd. Great Britain. and engineering specialties of all kinds. Shareholding Pattern Long & Crawford Ltd.’. was incorporated on October 12. 1911 under the laws of England and Wales with number 118040. with effect from November 1.V. its name was changed to ‘Long & Crawford (1988) Limited’ and on May 6.51 1. Board of Directors The board of directors of Long & Crawford Ltd. 1. contracting and dealing in electrical and mechanical apparatus.03 2009 154 250 162 0. Further. Incorporation and registered office For the year ended December 31 2008 127 250 8 0.Schneider Electric Infrastructure Limited Information Memorandum Notes: (1) Reserves & surplus includes legal reserve. share.31 2. is engaged in the business of electrical engineering. Principal Business Long & Crawford Ltd.. Incorporation and registered office Long & Crawford Ltd. is located at St Leonards Avenue. comprises of the following: S.62 1. is a wholly owned subsidiary of T&D Holding. regulated provisions and other reserves (d) Long & Crawford Ltd.

1. William Position held Director Director Name of the Shareholder ALSTOM Holdings Schneider Electric Services International Number of Shares 126 54 180 Percentage of shareholding 70 30 100 Financial Performance in Euro (except per share data) Financial Data Total operating income Net income Equity capital Reserves & surplus Earnings per share (Euro per share) Net asset value (Euro per share) (b) ALSTOM Holdings Incorporation and registered office ALSTOM Holdings. use and/or assign industrial and intellectual property rights and real property. Shareholding Pattern The shareholding pattern of ALSTOM Grid Finance B. 2. i. No. For the 12-month period ended March 31. ALSTOM Holdings was incorporated under the name ‘Kléber Mozart’ and subsequently renamed as ‘GEC ALSTHOM SA’ on June 14. 1999.V.V. The registered office of ALSTOM Holdings is located at 3. Its name was thereafter changed to ‘ALSTOM France SA’ on June 17. P. is as follows: S.V. was incorporated with the objective to participate in. Name P. F. ‘ALSTOM Holdings’ on July 23.V. to conduct the management of companies and other enterprises and to provide advice and other services.e. 92300 Levallois-Perret. is located at Ringdijk 390A. to collaborate with. comprises of the following: S. Bosio L. to acquire. 1989. to finance. Ridderkerk.. a Besloten Vennootschap (private company with limited liability) was incorporated under the laws of the Netherlands on September 3. France. 2010 and is registered with the Chamber of Commerce with number 50750445. 1998 and to its current name. and to provide security for the debts of legal persons or of other companies with which ALSTOM Grid Finance B.V. avenue André Malraux. Netherlands. to invest funds. 2983 GS. The registered office of ALSTOM Grid Finance B. Total Board of Directors The board of directors of ALSTOM Grid Finance B. a French Société anonyme à conseil d'administration (private limited company). 1. 2011 18. 1988 under the laws of France and is registered with the Register of Trade and Companies of Nanterre with number 347951238.Schneider Electric Infrastructure Limited Information Memorandum ALSTOM Grid Finance B. 2. J. No. A.000 100 Page 47 of 140 .V. was incorporated on July 29. is affiliated in a group or for the debts of third parties. Principal Business ALSTOM Grid Finance B.

a Société anonyme. 2. Name Nicolas Tissot Patrick Dubert Pierre Jean Bosio Keith Carr Position held Chairman and Chief Executive Officer Director Director Director Financial Performance in Euro mm (except per share data) For the 12-month period ended March 31. Shareholding Pattern The shareholding pattern of ALSTOM Holdings is as follows: S.Schneider Electric Infrastructure Limited Information Memorandum Principal Business ALSTOM Holdings is a holding company within the ALSTOM group of companies and acts as the treasury center. No.00 0. 9.506 4.42 191. It is not engaged in any operating activities. The registered office of Schneider Electric Services International is located at 5. the legal status of Schneider Electric Services International was changed to a ‘Société privée à responsabilité limitée’.00 100 Board of Directors The board of directors of ALSTOM Holdings comprises of the following: S.407 Earnings per share (Euro per share) 14. 4. place du Champs de Mars.59 (3. Total Name of the Shareholder ALSTOM SA ETOILE KLEBER Lorelec Nicolas Tissot Patrick Dubert Pierre Jean Bosio Eric Willaume Number of Shares 2.00 0.63. 8.99 0. 4. 1.406 Percentage of shareholding 99.83 194.34. 7.334.400 1 1 1 1 1 1 26. was incorporated on December 23. Tour Bastion. Belgium. No.496 4. Page 48 of 140 .00 0. Principal Business Schneider Electric Services International is a holding company. 5. Financial Data 2009 2010 2011 Total operating income 202 190 201 Net income 393 990 (89) Equity capital 624 624 624 Reserves & surplus(1) 3. 1050 Brussels. 6. 3.05 Notes: (1) Reserves & surplus includes legal reserve and retained earnings (c) Schneider Electric Services International Incorporation and registered office Schneider Electric Services International. On January 10.40) Net asset value (Euro per share) 156. 2005 under the laws of Belgium and is registered with the Commerce Register with number 0878191181. 2008.00 0.92 37.00 0. 3.

Name of the Shareholder Schneider Electric Industries SAS Lexel AB Electroporcelaine SAS Total Number of Shares 28. No.00.000 Percentage of shareholding 85. No.06 10.76 0. 4.59 0. to ‘Schneider Electric SA’ on November 15.03 10.00. France.40. 5. represented by Cyril Helbert Position held Director and SVP Tax and Custom Director Director and President of the board Director Director Director Financial Performance in Euro mm (except per share data) Financial Data Total operating income Net income Equity capital Reserves & surplus(1) Earnings per share (Euro per share) Net asset value (Euro per share) For the 12-month period ended December 31.00.Schneider Electric Infrastructure Limited Information Memorandum Shareholding Pattern The shareholding pattern of Schneider Electric Services International is as follows: S. 6.999 5.440 2.Malmaison. ‘Schneider Electric Industries SAS’ on May 22. 2. 92500 Rueil . 1. 3.000 1 33. Its name was changed to ‘Schneider Electric’ on December 16. 2. The registered office of Schneider Electric Industries SAS is located at 35. to ‘Schneider Electric Industries SA’ on May 7. 1993.99. 2008 2009 2010 112 121 138 185 144 148 2. 3.440 8 15 22 0. 1994. rue Joseph Monier. Principal Business Page 49 of 140 . i.00 100 Board of Directors The board of directors of Schneider Electric Services International comprises of the following: S. 2002.440 3.03 14.07 Notes: (1) Reserves & surplus includes legal reserve and retained earnings (d) Schneider Electric Industries SAS Incorporation and registered office Schneider Electric Industries SAS. a French Société par actions simplifiée (simplified joint stock company).39. Name Guy RENARD Juan Pedro SALAZAR Emmanuel BABEAU Jean-Pierre CHERIGNY Véronique BLANC Schneider Electric España. 1999 and subsequently to its current name. was incorporated on August 27. 1.44 10.97 0.e. 1942 under the laws of France and is registered with the Register of Trade and Companies of Nanterre with number 954503439. Schneider Electric Industries SAS was incorporated under the name ‘Union Lyonnaise Pour Le Financement De L’Industrie’.

Mayapuri Industrial Area. electrical and electronic items. it again became a private limited company from May 31.42 Notes: (1) Reserves & surplus includes share. It was incorporated as a private limited company under the name ‘Schneider Electric India Private Limited’.83 12.Pascal Tricoire Chairman Officer Director Director Position held and Chief Executive 2. Marc Bochirol Financial Performance in Euro mm (except per share data) For the 12-month period ended December 31. a private limited company.34 92.269 5. Shareholding Pattern Schneider Electric Industries SAS is a wholly owned subsidiary of Schneider Electric SA (which is the ultimate parent company of Schneider group of companies). No.20 107. i. Principal Business Schneider Electric India Private Limited is engaged in the business of manufacturing and trading of industrial. it became a deemed public company and the word “private” in its name was deleted pursuant to Section 43A (1-A) of Companies Act (as a result of exceeding the sales limit for a private limited company. New Delhi 110064. merger and contribution premiums.758 4. 1995 under the laws of India. Shareholding Pattern The shareholding pattern of Schneider Electric India Private Limited is as follows: Page 50 of 140 . was incorporated on February 24. as then applicable). 2000 and its name was changed to its current name. The registered office of Schneider Electric India Private Limited is located at Plot No.e. India. Emmanuel Babeau 3. 1998. Name Jean.Schneider Electric Infrastructure Limited Information Memorandum Schneider Electric Industries SAS is engaged in the activities of electrical distribution and industrial engineering equipment. Rewari Line.109 4. regulated provisions and other reserves (e) Schneider Electric India Private Limited Incorporation and registered office Schneider Electric India Private Limited.00 26. Ground Floor.82 Net asset value (Euro per share) 89. ‘Schneider Electric India Private Limited’. 1. Financial Data 2008 2009 2010 Total operating income 4. Board of Directors The board of directors of Schneider Electric Industries SAS comprises of the following: S.121 Earnings per share (Euro per share) 9. legal reserve and retained earning.502 Equity capital 896 896 896 Reserves & surplus(1) 4. On July 1.580 3.558 Net income 550 672 1. Phase-I. As a result of deletion of the said section from the Companies Act. B-12.

1999. No.32 0. per share) Net asset value (Rs.74 8.088 0. 28. is located at 10 Ang Mo Kio Street 65.’.94. mm (except per share data) Financial Data Total operating income Net income Equity capital Reserves & surplus Earnings per share (Rs.760 2.106 20. Name Olivier Pascal Marius Blum Rajani Kesari Zeljko Kosanovic Position held Managing Director Whole-time Director Director Financial Performance in Rs.10) 6. industrial management and procurement support services. 4. Principal Business Schneider Electric South East Asia (HQ) Pte Ltd.405) (4.572 (762) (302) (1.R.74 Schneider Electric South East Asia (HQ) Pte Ltd. is engaged in the business of general management and administration services.88 0.32.Schneider Electric Infrastructure Limited Information Memorandum S.’ on March 15.35. 3.90) (3. marketing & planning. The registered office of Schneider Electric South East Asia (HQ) Pte Ltd.P Schneider Electric Denmak. Page 51 of 140 . per share) (f) For the 12-month period ended March 31. Shareholding Pattern Schneider Electric South East Asia (HQ) Pte Ltd. 1.051 14.48) (0.40 100 Board of Directors The board of directors of Schneider Electric India Private Limited comprises of the following: S. Incorporation and registered office Schneider Electric South East Asia (HQ) Pte Ltd.54.E. Name of the shareholder Schneider Electric Industries SAS Societe Rhodanienne D' Etudes et de Participations-S. AS Schneider Electric International Services Total Number of Shares 36. 1973 under the laws of Singapore and is registered with Accounting and Corporate Regulatory Authority (ACRA) Singapore with number UEN# 197300426M. which was changed to ‘Schneider Electric South East Asia (HQ) Pte Ltd.465 1 Percentage of shareholding 91. 2.682 (554) (857) (3. a private limited company.00 3.862 39. No.50. is a wholly owned subsidiary of Schneider Electric Industries SAS.701 3.72 7.77.142) 1. #02-01/06 TechPoint. 2009 2010 2011 13. 1. research & development.654 3.19. 2.. was incorporated on March 9. It was incorporated with the name ‘Telemecanique Far East Co Pte Ltd. Singapore 569059.

5 Singapore Pte Ltd A.R. Name Brigitte Veronique Blanc Michael Christopher Bennett Stuart John Thorogood Stephane. ALSTOM (Switzerland) Ltd. Lavergne Position held Senior Vice President Financing & Treasury Regional Finance Director Senior Vice President Vice President GSC Manufacturing SEA Financial Performance in SGD ’000 (except per share data) Financial Data Total operating income Net income Equity capital Reserves & surplus Earnings per share (SGD per share) Net asset value (SGD per share) 8.25 2009 31..91 3. 4..A.A. 2.. AIR PREHEATER EQUIPAMENTOS LTDA AIRE URBAINE INVESTISSEMENT ALGEC GT SERVICES. Ltd ALSTOM (Schweiz) AG. 3. Ltd ALSTOM (Yangzhou) High Voltage Bus-Ducts Co. ALSTOM ALSTOM (China) Investment Co. LIBYAN JOINT VENTURE STOCK COMPANY ALSKAW LLC ALSOMA G.987 43.27 Page 52 of 140 .61 5. George. 1.379 6.91 2010 11.237 6.298 4.Schneider Electric Infrastructure Limited Information Memorandum Board of Directors The board of directors of Schneider Electric South East Asia (HQ) Pte Ltd. ALSTOM Asia Pacific Sdn Bhd ALSTOM Atomenergomash For the 12-month period ended December 31.574 13.299 42. comprises of the following: S. No.828 1.481 6.3 Group Companies Following is the list of the group companies: Country France Singapore France Philippines Peru Brazil France Libya United States of America France France China Switzerland Switzerland Thailand China China South Africa Algeria Argentina Malaysia Russian Federation Company name (SIE) SOCIETE INDUSTRIELLE ENERGIE A. 2008 45.08 7. ABRECO REALTY CORPORATION AGUAYTIA SUMINISTROS Y EQUIPAMIENTOS S.E. Christian.E.987 34.987 15. Eugene. S. Ltd ALSTOM Africa Holdings (Pty) Limited ALSTOM Algérie "Société par Actions" ALSTOM Argentina S.694 6. ALSTOM (Suisse) SA ALSTOM (Schweiz) Services AG ou ALSTOM (Switzerland) Services Ltd ou ALSTOM (Suisse) Services SA ALSTOM (Thailand) Ltd ALSTOM (Wuhan) Engineering & Technology Co.I.995 32.M.

ALSTOM Grid Ltd. Lt ALSTOM Grid AG.p. Schneider Electric Energy Sp. S.E. ALSTOM Contracting Ltd ALSTOM Croatia Ltd ALSTOM Denmark A/S ALSTOM Defined Contribution Pension Trustee Limited ALSTOM Deutschland AG ALSTOM Egypt for Power & Transport Projects S.. ALSTOM Carbon Capture GmbH ALSTOM Caribe.A. Inc. Ltd ALSTOM Belgium Business & Services ALSTOM Belgium SA ALSTOM Bergeron ALSTOM BGR "Société en liquidation" ALSTOM Bharat Forge Power Limited ALSTOM Brasil Energia e Transporte Ltda ALSTOM Bulgaria EOOD ALSTOM Canada Inc..L. Ltda ALSTOM Grid Protection & Contrôle SAS ALSTOM Grid Pte Ltd ALSTOM Grid Romania Srl Page 53 of 140 . ALSTOM Electrical Machines Ltd ALSTOM Erste Verwaltungs GmbH ALSTOM Espana IB. Zoo. ALSTOM Colombia S.A. ALSTOM Grid Etudes Techniques ALSTOM Grid for Electrical Network SAE ALSTOM Grid GmbH ALSTOM Grid Hellas AE ALSTOM Grid Inc ALSTOM Grid Ltd ALSTOM Grid Ltd ALSTOM Grid Maroc ALSTOM Grid Middle East FZE ALSTOM Grid Portugal. ALSTOM Finance BV ALSTOM Finland Oy ALSTOM General Turbo SA ALSTOM GmbH ALSTOM Grid (Shanghai) Co.Schneider Electric Infrastructure Limited Information Memorandum Country Australia Australia Australia Austria China Belgium Belgium France France India Brazil Bulgaria Canada Canada Germany Porto Rico Polland Chile Colombia Great Britain Croatia Denmark Great Britain Germany Egypt Great Britain Germany Spain Estonia Italy Netherlands Finland Romania Germany China Switzerland Argentina Tunisia Egypt Germany Greece United States of America China Thailand Morocco United Arab Emirates Portugal France Singapore Romania Company name ALSTOM Australia Holdings Limited ALSTOM Australia Limited ALSTOM Australia Superannuation Plan Pty Limited ALSTOM Austria GmbH ALSTOM Beizhong Power (Beijing) Co. ALSTOM Estonia AS ALSTOM Ferroviaria S.A.A. ALSTOM Chile S. ALSTOM Canada Ocean Technology Inc.A. ALSTOM Grid SA ALSTOM Grid Argentina S.

Ltd. ALSTOM International Egypt S.L. ALSTOM Kléber Malraux ALSTOM Kleber Sixteen ALSTOM Kléber Thirteen ALSTOM Kleber Twenty ALSTOM Kleber Twenty One ALSTOM Konstal Spolka Akcyjna ALSTOM Korea Ltd ALSTOM Latvia Ltd ALSTOM Leroux Naval ALSTOM Limited ALSTOM Limited ALSTOM Lokomotiven Service GmbH ALSTOM Ltd ALSTOM Magnets and Superconductors SA ALSTOM Maintenance Inc. ALSTOM Kazakhstan LLP ALSTOM Khadamat S. Ltd ALSTOM Hong Kong Ltd ALSTOM Hungary Co. ALSTOM Hydro France ALSTOM Hydro Holding ALSTOM Hydro Malaysia Sdn Bhd ALSTOM Hydro R&D India Limited ALSTOM Hydro Sweden AB ALSTOM Hydro Venezuela ALSTOM I. Ltd. ALSTOM Holdings (Thailand) Co.A. Schneider Electric Energy Schneider Ritz HV Instrument Transformers Co.. S. ALSTOM Hydro China Co.E. spol. Ltd... Ltd ALSTOM Grid Thailand Ltd ALSTOM Grid Transformateurs de Mesure SA ALSTOM Grid Vietnam Company Ltd ALSTOM Grid.K. ou ALSTOM Infrastructure Technology Center ALSTOM Inc.T.Schneider Electric Infrastructure Limited Information Memorandum Country China Thailand France Vietnam Slovakia Great Britain Greece Hungary China Thailand China Hungary China Spain France France Malaysia India Sweden Venezuela France United States of America India Brazil Romania Switzerland China Egypt Ireland Israel Japan Kazakstan Iran France France France France France Poland Korea Latvia France Australia Russian Federation Germany Great Britain France United States of America Switzerland Company name ALSTOM Grid Technology Center Co. s r. Ltd ALSTOM Hydro Espana. ALSTOM Group UK Ltd ALSTOM Hellas S.C. ALSTOM Holdings (India) Limited ALSTOM Industria Ltda ALSTOM Infrastructure Romania srl ALSTOM Inspection Robotics AG ou ALSTOM Inspection Robotics Ltd ou ALSTOM Inspection Robotics SA ALSTOM Instrument Transformers (Shanghai) Co.o.A.A. ALSTOM Ireland Ltd ALSTOM Israel Ltd ALSTOM K. ALSTOM Management Resources AG (ou) ALSTOM Management Resources Ltd Page 54 of 140 .

ALSTOM Middle East FZE ALSTOM MSC PTY LIMITED ALSTOM Netherlands BV ALSTOM Network Power ALSTOM Network Schweiz AG / ALSTOM Network Switzerland Ltd / ALSTOM Network Suisse SA ALSTOM Network Transmission ALSTOM Network Transport ALSTOM Network UK Ltd ALSTOM New Zealand Holdings Limited ALSTOM Nigeria Limited ALSTOM Northern Line Service Provision ALSTOM Norway AS ALSTOM NV ALSTOM PAC Inc. ALSTOM Panama.. S. zo.V. ALSTOM Power & Transport Canada Inc.r.o.A. de C.V.A. ALSTOM Power New Zealand Limited Page 55 of 140 . z o.A. ALSTOM Power Construction Ltd ALSTOM Power Construction Sp. ALSTOM Group ALSTOM Power Energy Recovery GmbH ALSTOM Power FlowSystems A/S ALSTOM Power FlowSystems s.p.Schneider Electric Infrastructure Limited Information Memorandum Country France India Morocco Mexico Mexico United Arab Emirates Australia Netherlands France Switzerland France France Great Britain New Zealand Nigeria Great Britain Norway Netherlands United States of America Panama Great Britain Philippines Poland Portugal Canada India Mexico Great Britain Poland Switzerland France United States of America Czech Republik Germany Denmark Italy China Great Britain France Turkey France Morocco United States of America France United States of America Italy Great Britain Netherlands New Zealand Company name ALSTOM Management SA ALSTOM Manufacturing India Limited ALSTOM Maroc S. ALSTOM Pension Trust Ltd ALSTOM Philippines. ALSTOM Power Consulting AG (ou) ALSTOM Power Consulting Ltd ALSTOM Power Conversion ALSTOM Power Conversion Inc. s. de C.r. / ALSTOM Energie & Transport Canada Inc.V. Inc. S. ALSTOM Poland SSC Sp.A. Inc. S.o.A.l. ALSTOM Power Generation Limited ALSTOM Power Generation Limited ALSTOM Power Heat Exchange ALSTOM Power Hidroelektrik Uretim Tesis Ticaret ve Isletme Ltd Sti ALSTOM Power Holdings SA ALSTOM Power Hydraulique SAS ALSTOM Power Inc. ALSTOM Power Industrie ALSTOM Power International. S.o. ALSTOM Mexico. ALSTOM Power CZ. ALSTOM Portugal. ALSTOM Power Italia S. ALSTOM Power Boilers Services Limited ALSTOM Power Chicoasen.A. ALSTOM Mexicana S.A. de C.V. ALSTOM Power Ltd ALSTOM Power Nederland B.

ALSTOM Sizhou Boiler Auxiliary Machinery (Qingdao) Co. Ltd ALSTOM Sizhou Electric Power Equipment (Qingdao) Co. ALSTOM Southern Africa Holdings ALSTOM STH Africa Power Projects (Pty) Limited ALSTOM Strongwish (Shenzhen) Co.p.A.A.. ALSTOM Power Plants Ltd ALSTOM Power Plants Services Limited ALSTOM Power Projects (Pty) Ltd ALSTOM Power Proyectos S. Ltd ALSTOM Signaling Inc.A.r. s.A. ALSTOM Power SA ALSTOM Power Service ALSTOM Power Service (Hong Kong) Ltd ALSTOM Power Service (Pty) Ltd ALSTOM Power Service GmbH ALSTOM Power Service SA (Pty) Limited ALSTOM Power Singapore Pte Ltd ALSTOM Power Site Services Pty Limited ALSTOM Power Spolka z orgraniczona odpowiedzialnoscia in Warsawa ALSTOM Power Stavan ALSTOM Power Sweden Aktiebolag ALSTOM Power Systems GmbH ALSTOM Power Systems SA ALSTOM Power Turbomachines LLC ALSTOM Power Turbomachines Ltd ALSTOM Power Ve Ulasim Anonim Sirketi ALSTOM Power. Ltd ALSTOM Slovakia. ALSTOM Saudi Arabia Limited ALSTOM Saudi Arabia Transport and Power Ltd ALSTOM Schienenfahrzeuge AG ALSTOM Sénégal Sarl ALSTOM Services Sdn Bhd ALSTOM Sextant 2 ALSTOM Sextant 3 ALSTOM Sextant 4 ALSTOM Shanghai Aohan Energy Recovery Systems Co. ALSTOM Sitca Inc.V.r. ALSTOM Projects India Limited ALSTOM Qingdao Railway Equipment Co Ltd ALSTOM Resources Management ALSTOM Resources Management Ltd ALSTOM S&E Africa (Pty) ALSTOM S. de C. ALSTOM s.Schneider Electric Infrastructure Limited Information Memorandum Country Switzerland Peru Great Britain Great Britain South Africa Mexico France France China South Africa Germany South Africa Singapore Australia Poland Russian Federation Sweden Germany France United States of America Russian Federation Turkey Spain India China France Great Britain South Africa Italy Czech Republik Saudi Arabia Saudi Arabia Switzerland Senegal Malaysia France France France China United States of America Canada China China Slovakia South Africa South Africa China Sweden Germany Trinidad and Tobago Company name ALSTOM Power O&M AG (ALSTOM Power O&M Ltd) ALSTOM Power Peru S. Ltd ALSTOM Sweden AB ALSTOM T&D GmbH ALSTOM T&T Ltd Page 56 of 140 .o. S.o.

.r.. LTD AREVA SWITCHGEAR LIMITED AREVA T&D AB AREVA T&D ALGERIE SPA AREVA T&D AS AREVA T&D AUSTRALIA LTD AREVA T&D AUSTRIA AG AREVA T&D BELGIUM SA AREVA T&D CANADA INC. Ltd ALSTOM Technologie AG (ou) ALSTOM Technology Ltd (ou) ALSTOM Technologie SA ALSTOM Transport ALSTOM Transport (S) Pte Ltd ALSTOM Transport AB ALSTOM Transport BV ALSTOM Transport Deutschland GmbH ALSTOM Transport Holding US Inc. ALSTOM Vannkraft AS ALSTOM Venezuela S. Inc.A. ALSTOM Transportation Inc.A. ALSTOM Turbine Generators India Ltd ALSTOM UGL Rolling Stock Pty Limited ALSTOM UK ALSTOM UK Holdings Ltd ALSTOM USA Inc. AREVA T&D CHILE S.A. SOCIEDAD LIMITADA ALSTOM Zweite Verwaltungs GmbH AMJ31 APCOMPOWER INC APLICACIONES TECNICAS INDUSTRIALES. ALSTOM WIND.l. AREVA INTERNATIONAL EGYPT FOR ELECTRICITY TRANSMISSION & DISTRIBUTION AREVA SUNTEN ELECTRIC CO. Page 57 of 140 . S.A. ALSTOM Vietnam Company Limited ALSTOM Water Systems ALSTOM Wind Equipamentos Eolicos e Servicios ALSTOM WIND France SAS ALSTOM Wind Italia s. S. ALSTOM Transport Hong Kong Ltd ALSTOM Transport India Limited ALSTOM Transport Korea Ltd ALSTOM Transport SA ALSTOM Transport SA ALSTOM Transport Service Ltd ALSTOM Transportation Electronic Systems. ALSTOM Transportation Projects International Ltd ALSTOM Transportation Projects Limited ALSTOM Transportation Services Ltd ALSTOM Transporte.Schneider Electric Infrastructure Limited Information Memorandum Country Taiwan China Switzerland Great Britain Singapore Sweden Netherlands Germany United States of America Great Britain India Korea France Romania Great Britain United States of America United States of America Great Britain Great Britain Thailand Spain Great Britain Australia Great Britain Great Britain United States of America Norway Venezuela Vietnam Egypt Brazil France Italy Spain Germany France United States of America Spain Egypt China Great Britain Sweden Algeria Norway Australia Austria Belgium Canada Chile Company name ALSTOM Taiwan Ltd ALSTOM Technical Services (Shanghai) Co.

A. AREVA T&D SPR International Limited AREVA T&D Suzhou High Voltage Switchgear Co. S..A.L.. SA AREVA T&D XIAMEN SWITCHGEAR CO. S. de C.. LTD AREVA T&D HVDC India Ltd AREVA T&D IBERICA. S.A. Ltd AREVA T&D UK Ltd AREVA T&D URUGUAY SA AREVA T&D Venezuela. LTD AREVA T&D GUANGDONG SWITCHGEAR CO. AREVA T&D SAUDI ARABIA LTD AREVA T&D SHANGHAI POWER AUTOMATION CO.. LTD AREVA T&D Sp. LTD AREVA T&D YULI (BEIJING) DISCONNECTOR CO. CASCO SIGNAL LTD CEBRAF SERVICOS LTDA CEGELEC ITALIA (IN LIQUIDAZIONE) CENTRE D'ESSAIS FERROVIAIRE EN REGION NORD PAS DE CALAIS SA CERREY. LTD AREVA T&D HUADIAN SWITCHGEAR (XIAMEN) CO.V..o. CHANTIERS DE L'ATLANTIQUE CITADIS ISRAEL CLEVER ENGINEERING AG CLEVER ENGINEERING GMBH i. S.S AREVA T&D ENTERPRISE MANAGEMENT (SHANGHAI) CO.. LTD AREVA T&D ENERJI ENDUSTRISI A. ALSTOM T&D India Limited AREVA T&D Italy S. AREVA T&D JAPAN K.K.p.Schneider Electric Infrastructure Limited Information Memorandum Country Denmark China Turkey China China China Great Britain Spain India Italy Japan Germany Nigeria Finland Great Britain France Netherlands Russian Federation Colombia Saudi Arabia China Poland Great Britain China Great Britain Uruguay Venezuela China China Mexico Brazil China Mexico United States of America United States of America Uruguay Spain China Brazil Italy France Mexico France Israel Switzerland Germany France Great Britain France Company name AREVA T&D DANMARK A/S AREVA T&D DISCONNECTOR (WUXI) CO.A. DE C.A.zo. LTD BALMEC SA DE CV BBCP CORPORATION BTGS LP BYRCO CORP SA CALDERERIA TORRES ALTAMIRA. AREVA T&D MESSWANDLER GMBHRITZ MESSWANDLER LUDWIGSLUST GMBH AREVA T&D NIGERIA LIMITED AREVA T&D OY AREVA T&D POWER ELECTRONIC SYSTEMS LTD AREVA T&D Protection & Contrôle AREVA T&D RUSAL BV AREVA T&D RUSAL ELECTRO ENGINEERING AREVA T&D S.V. LTD AREVA T&D. COGELEX COGELEX LIMITED COMPAGNIE DE MONTAGES ELECTRIQUES A L'EXPORTATION COMELEX Page 58 of 140 .A. AREVA Transmissao & Distribuiçao de Energia Ltda AREVA WUHAN TRANSFORMER CO.

S. S.A. EOLICA TRAMUNTANA.INDUSTRIA METALURGICA E MACANICA DA AMAZONIA LTDA INTER-ELECTRO-GESELLSCHAFT MBH INTERINFRA (COMPAGNIE INTERNATIONALE POUR LE DEVELOPPEMENT D'INFRASTRUCTURES) IPO .L.L. ECOTECNIA INSTALACION. DALIAN PYUNG-IL CARIBONI POWER LINE PRODUCTS CO.A.EQUIPAMENTOS DE TRACAO ELETRICA LTDA ETOILE KLEBER FFCP LLC FFW GMBH . S. S.Schneider Electric Infrastructure Limited Information Memorandum Country Morocco Switzerland China United States of America Netherlands Mexico Spain Spain Spain Spain Switzerland India Spain Spain Spain Spain Brazil France United States of America Germany France Libya Democratic republik of Congo Netherlands France Canada India Great Britain Morocco France Brazil Germany France France Spain Russian Federation Japan India China Spain France Malaysia France Canada Company name CONCEPELEC CONSENEC AG (ou) CONSENEC Ltd (ou) CONSENEC S.A. JOINT VENTURE ALSTOM Power Uniturbo Limited KAJIWARA IRON WORKS CO. ENERCON ENGINEERING UND MONTAGE AG ENERGY GRID AUTOMATION TRANSFORMERS AND SWITCHGEARS INDIA LIMITED EOLICA DE LA RUYA. LTD DDCP CORPORATION DE BARTE ZEELAND B. S.U.V.INSTITUT DE PARTICIPATIONS DE L'OUEST IRVIA MANTENIMIENTO FERROVIARIO. S. ETE ..L.MTM LABORATOIRE OKSMAN SERAPHIN LCM SWITCHGEAR MANUFACTURING SDN BHD Lorelec MECANIKA CONSTRUCTION INC Page 59 of 140 .GESELLSCHAFT FUR PERSONAL UND ORGANISATIONSENTWICLUNG FRAMECA . ECOTECNIA PROMOCIONES EOLICAS INTERNACIONALES.GROUPEMENT D'ETUDES ET DE CONSTRUCTIONS INDUSTRIELLES GENERAL RAILWAY SIGNAL OF CANADA LIMITED ou SIGNALISATION FERROVIAIRE GENERALE DU CANADA LIMITEE GRID EQUIPMENTS LIMITED HARDY TRAINCARE LIMITED HYDROMONTAGE (MAROC) SA (en cours de dissolution) HYMEC . EOLICA HORMILLA. LTD KALYANI ALSTOM POWER LIMITED KEEN MASTER LTD LA MAQUINISTA TERRESTRE Y MARITIMA S.L. .L. S.. DELAS REPSA ECOTECNIA GALICIA.SOCIETE D'EQUIPEMENT HYDROMECANIQUE IMMA . EOLICA ORTEGA. ECOTECNIA NAVARRA.FRANCE METRO CARACAS FRENCH LIBYAN ELECTRICAL SERVICES COMPANY (FLESCO) GEC ALSTHOM ACEC CONGO GEC ALSTHOM NV GECI .A.L. S. S.A.

U.p.K. S..R. S. PARQUE EOLICO LAS TADEAS.Schneider Electric Infrastructure Limited Information Memorandum Country Malta Israel France Nepal Great Britain Great Britain Japan Japan India Italy Finland Spain Spain France France France France France Spain Spain Spain Spain Spain Spain Brazil Mexico France United States of America Great Britain Virgin Islands (British) France Indonesia Indonesia Indonesia Indonesia Indonesia France Mexico Austria Italy France Germany China China Spain United States of America China China United States of America Great Britain Company name MEDELEC SWITCHGEAR LIMITED METRO RAIL LTD MOBILITE AGGLOMERATION REMOISE SAS NEPAL HYDRO & ELECTRIC PVT. NTPC ALSTOM POWER SERVICES PRIVATE LTD OSVALDO CARIBONI LECCO S. PARQUE EOLICO VALDEHIERRO.PICOSA (en faillite) PLA DE MOULIS POWER SYSTEMS MFG.A.L. PARC EOLIC L'ERA BELLA. PARQUES EOLICOS DE CEUTA. PARQUES EOLICOS DE LA REGION DE MURCIA. PARC EOLIEN CHAMPS PUGET PARC EOLIEN DE LA BRUYERE SARL PARC EOLIEN DE VIALETTE SARL PARC EOLIEN DES PIERRES PLATES SARL PARC EOLIEN DU COIN GUERIN SARL PARC SOLAR NAVES. LTD SET VECIANA.. OY BEABELLA AB "in Bankrupcy" PARC EOLIC COLL DEL PANISSOT.L. RTA RAIL TEC ARSENAL FAHRZEUGVERSUCHSANLAGE GMBH S. S.A. AEI PARQUE EOLICO LA SARGILLA. DE C.LTD NEWBOLD CCI LIMITED NEWBOLD ENERGY LTD NIHON KENGYO K. LTD SEC AREVA (SHANGHAI LINGANG) TRANSFORMERS CO. PCH O&M . SISTEMA AUTOMATICO DI TRASPORTO S.L.L.K. NIHON SANGYO K. S. S.PCH OPERACAO E MANUTENCAO LTDA PESCA INDUSTRIAL CORPORATIVA SA DE CV .A. SAMT SARL SCHORCH ALTERSVERSORGUNG GMBH SEC AREVA (SHANGHAI BAOSHAN) TRANSFORMER CO.A.L. S.A. LLC POWERMANN LIMITED PROFIT COMBO LIMITED PROTEA PT ALSTHOMINDO PT ALSTOM Power Energy Systems Indonesia PT ALSTOM Transport Indonesia PT AREVA T&D PT UNELEC INDONESIA RESTAURINTER ROSARITO POWER S.T.L.V. S. S. SGTB LLC SHANGHAI ALSTOM Transport Company Limited SHANGHAI ALSTOM Transport Electrical Equipment Company Ltd SIGMA ENERGY SOLUTIONS INC SIGNALLING SOLUTIONS LIMITED Page 60 of 140 .L.

. THE ELECTRICAL MATERIALS & EQUIPMENT CO LTD TIANJIN ALSTOM Hydro Co.V.L.A. TRASPORTI PUBBLICI DELLA BRIANZA S. S.A. S. LTD YUZHNY EXPRESS ZAO AREVA TRANSMISSION & DISTRIBUTION Schneider Electric Industries SAS Page 61 of 140 .P. SOCPE BOUXETA SOCPE CHAMPS CHAGNOTS SOCPE DE BREUILLEBAULT SOCPE DE CERMELLES SOCPE DE CHAMPS PERDUS SOCPE DE FOND DE LA DEMIE LIEUE SOCPE DE LA FORTE PLACE SOCPE DE LAME DE FER SOCPE DE POUZELAS SOCPE DE VERS CAYEUX SOCPE DES BEAUCES SOCPE DU BOIS DE LENS SOCPE LA MARGE SOCPE LANDES DE COUESME SOCPE LE CHENE COURTEAU SOCPE PLANE DE MANSA SOCPE TERRES DE L'ABBAYE SOGEEF (Société de gestion et d'exploitation ferroviaire) SUBURBANO EXPRESS. S. Ltd TMH ALSTOM DV TMH-ALSTOM BV TOP YIELD GROUP LIMITED TRAMVIA METROPOLITA DEL BESOS SA TRAMVIA METROPOLITA.A..P. SLIVER MACHINE A. UAB ALSTOM POWER VAL 208 TORINO GEIE VENT DEL MONTSIA. VGT VORBEREITUNGSGESELLSCHAFT TRANSPORTTECHNIK GMBH WASHWOOD HEATH TRAINS LTD WEST COAST SERVICE PROVISION LIMITED WESTCOAST TRAINCARE LIMITED WHOLEWISE INTERNATIONAL LIMITED WUHAN BOILER BOYU INDUSTRY LIMITED DUTY COMPANY WUHAN BOILER COMPANY LTD WUHAN LANXIANG ENERGY & ENVIRONMENTAL PROTECTION TECHNOLOGY INC WUXI ALUMIN CASTING CO. (in bankruptcy) TARBES INDUSTRIE TECHNOS ET COMPAGNIE TELEMANTENIMIENTO DE ALTA TENSION.Schneider Electric Infrastructure Limited Information Memorandum Country Italy Czech Republik France France France France France France France France France France France France France France France France France France Mexico China Italy France France Spain Saudi Arabia China Russian Federation Netherlands Virgin Islands (British) Spain Spain Lithuania Italy Spain Germany Great Britain Great Britain Great Britain Virgin Islands (British) China China China China China Russian Federation Russian Federation France Company name SIM SOCIETA ITALIANA MONTAGGI S. SUZHOU AREVA SWITCHGEAR LIMITED T.p.S.A.L.. S. DE C.B. LTD XI'AN ALSTOM YONGJI ELECTRIC EQUIPMENT CO.

Schneider Electric Infrastructure Limited

Information Memorandum

Country France France United Kingdom USA China France Singapore Germany China Indonesia Spain Italy Australia Indonesia Australia Brazil Switzerland Egypt Saudi Arabia China Australia India France Nigeria Turkey China Thailand Sweden Japan USA Sri Lanka South Korea Japan Finland Australia Korea USA USA UAE Abu Dhabi Thailand China Russia Taiwan Philippines Indonesia China China Canada USA

Company name Merlin Gerin Ales Merlin Gerin Alpes Schneider Electric Limited Square D Company Schneider Shanghai Industrial Control Schneider Electric Telecontrol Schneider Electric Logistic Asia Pte Ltd Schneider Electric GMBH Schneider Electric China Investment Co. Limited PT Schneider Electric Indonesia Schneider Electric Espana Schneider Italy SPA Nu-Lec Industries Pty Limited Schneider Electric Manufacturing Batam Schneider Electric Australia Pty Limited Schneider Electric Brasil LTDA Schneider Electric Suisse AG Schneider Electric Egypt SA EPS Ltd Schneider Shilin Suzhou Transformers Co. Ltd. Clipsal Australia Pty Ltd LK India Private Limited Schneider Electric France Schneider Electric Nigeria Schneider Electrik A.S. Schneider Shanghai Power Distribution Electrical Apparatus Co. Ltd. Schneider Electric Thailand Co Ltd Schneider Electric Building AB Power Measurement Canada, Digital Electronics Corp Pelco Schneider Electric Lanka Pvt Ltd Schneider Electric Korea Schneider Electric Japan Pelco Finland OY Citec Samwha Eocr TAC USA Schneider Electric, SA Schneider Electric FZE, Abu Dhabi Schneider Electric SA Proface South East Asia Pacific Co Ltd Schneider Apparatus Manufacturing Co ZAO Schneider Electric Russia Schneider Electric Taiwan Co Ltd Schneider Electric Philippines Inc Schneider Electric Indonesia Schneider (Beijing) Low Voltage Co. Ltd Schneider Busway (Guangzhou) Limited Schneider Electric APC India Private Limited, APC

Page 62 of 140

Schneider Electric Infrastructure Limited

Information Memorandum

Country Hong Kong France Singapore New Zealand India Belgium France Germany Germany France France Singapore Malaysia Denmark Belgium India France India Panama France Belgium Singapore India India France

Company name Schneider Electric Asia Pacific Limited Schneider Electric Automation SA Schneider Electric Overseas Asia PTE Ltd Schneider Electric (NZ) Limited Schneider Electric Conzerv India Private Limited (w.e.f. June 8, 2010) Schneider Electric NV/SA Schneider Electric SEF LE VAUDREUL Merten GMBH Schneider Electric Motion Norbarre SAS Societe Francaise Gardy Schneider Electric Singapore PTE Limited Schneider Electric Malaysia Schneider APC Schneider Electric Services International sprl American Power Conversion (India) Private Ltd Schneider Electric Holding Europe Energy Grid Automation Transformers and Switchgears India Limited AREVA Hungaria Limited, AREVA T & D Panama SA, Panama Schneider Electric Industries SAS (France) Schneider Electric Services International sprl Schneider Electric South East Asia (HQ) Pte Ltd SCHNEIDER ELECTRIC INDIA PRIVATE LIMITED American Power Conversion (India) Private Limited Schneider Electric Holding Europe

Page 63 of 140

Schneider Electric Infrastructure Limited

Information Memorandum

SECTION 9 - FINANCIAL INFORMATION 9.1 Financial Information of the Company

9.1.2

Auditors’ report on the financial statements of the Company for the period ended September 30, 2011 is as follows: To the Board of Directors of Schneider Electric Infrastructure Limited (formerly known as Smartgrid Automation Distribution and Switchgear Limited) We have audited the accompanying standalone financial statements of Schneider Electric Infrastructure Limited (“the Company”) (formerly known as Smartgrid Automation Distribution and Switchgear Limited), which comprise the Balance Sheet as at September 30, 2011, and the Statement of Profit and Loss and Cash Flow Statement for the six-month period then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with the requirements of Accounting Standard (AS) 25 referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the accompanying financial statements give a true and fair view in accordance with Accounting Standard (AS) 25 referred to in sub-section (3C) of section 211 of the Act read with the basis of preparation set out in Note 1(b) of Schedule 19 thereto: (a) (b) (c) in the case of the Balance Sheet, of the state of affairs of the Company as at September 30, 2011; in the case of the Statement of Profit and Loss, of the profit for the period ended on that date; and in the case of the Cash Flow Statement, of the cash flows for the period ended on that date.
Page 64 of 140

2011 Schedules SOURCES OF FUNDS Shareholders' Funds Share capital Reserves and surplus 1 2 479.536.R. Accordingly.453.208 2. Batliboi & Co. 2011 March 31.177 121.917. For S. this report should not be used.917.514 715. and this report thereon issued.:83906 Place: Date: Gurgaon December 15.538 1. 2011 STANDALONE BALANCE SHEET AS AT SEPTEMBER 30.538 4.347 1.885 846 APPLICATION OF FUNDS Fixed Assets Gross block Less: Accumulated depreciation Net block Capital work-in-progress (including Capital advances) 4 2.Schneider Electric Infrastructure Limited Information Memorandum Other matters – restriction of use The accompanying financial statements have been prepared.057.520 2. referred to or distributed for any other purpose without our prior written consent.337 2.139 2.000 (154) 846 Loan Funds Unsecured loans 3 1. Chartered Accountants Firm’s Registration Number: 301003E per Manoj Gupta Partner Membership No.131.697 - Page 65 of 140 .010. solely for the purpose of inclusion in the information memorandum in connection with the proposed listing of equity shares of the Company on the stock exchanges.725. 2011 (Rupees Thousands) September 30.

515 5.686. 2011 For and on behalf of the Board of Directors Director Director Place: Noida STANDALONE PROFIT AND LOSS ACCOUNT FOR THE HALF YEAR ENDED SEPTEMBER 30.219 2.495 640. For S.Schneider Electric Infrastructure Limited Information Memorandum Schedules (Rupees Thousands) September 30. As per our report of even date.301003E Per Manoj Gupta Partner Membership No.553.000 1.Batliboi & Co. Chartered Accountants Firm Registration No.601 5.824.453.R.000 52. 2011 March 31.618 270. 2011 Page 66 of 140 .935 8.000 Less: Current Liabilities and Provisions Liabilities Provisions 10 11 5.668. 2011 Investments Deferred tax asset (Net) Current Assets.351 97.077 4.83906 Place: Gurgaon Date: December 15.269.885 177 177 823 846 Net Current Assets Notes to accounts 19 The schedules referred to above and notes to accounts form an integral part of this Balance Sheet.093.296 1. Loans and Advances Inventories Sundry debtors Other current assets Loans and advances 5 12 1.111 23 6 7 8 9 1.

199) 152.980.83906 Place: Gurgaon Date: December 15.Current Provision for taxation .473.591 (241.903 103. For S.Schneider Electric Infrastructure Limited Information Memorandum Schedules INCOME Sales and services (Gross) Less : Excise duty Sales and services (Net) Other income (Rupees Thousands) September 30.106 (506.Deferred Profit After Tax Balance brought forward from previous year Balance carried over to the balance sheet Basic and Diluted earnings per share of Rs 2/.791) 577. Chartered Accountants Firm Registration No.975 226.332) (16.714 (58.R.128 78. 2011 For and on behalf of the Board of Directors Director Director Place: Noida STANDALONE CASH FLOW STATEMENT FOR THE HALF YEAR ENDED SEPTEMBER 30.734 6.Batliboi & Co.301003E Per Manoj Gupta Partner Membership No.561 6.64 19 Notes to accounts The schedules referred to above and notes to accounts form an integral part of this Profit and Loss Account.537 894.689 13 EXPENDITURE Raw Material and Component consumed Decrease/ (Increase) in inventories Employee costs Other manufacturing.551.183 (154) 152.324.each (in Rupees) 14 15 16 17 18 4.001 64. administration and selling expenses Interest Depreciation / Amortisation Profit Before Tax Provision for taxation .926.978) 6. 2011 6. 2011 Page 67 of 140 .029 19(5) 0. As per our report of even date.

2011.671 Opening balance of cash and cash equivalents Closing balance of cash and cash equivalents Note: During the period the Company has acquired business under the Scheme of arrangement (Refer Note 8 on Schedule 19) w.f.892) 106.643 (383.903 462. CASH FLOW FROM OPERATING ACTIVITIES Net profit before tax Adjustments for: Provision for contract losses Provision for warranties Provision for doubtful debts Bad debts / advances written off (net) Depreciation Interest paid Operating profit before working capital changes Adjustments : Increase in Trade and other receivables Decrease / (Increase) in Inventories Increase / (Decrease) in Trade payables and Liabilities Increase / (Decrease) in Provisions Cash generated from operations Income tax paid.399 103. CASH FLOW FROM INVESTING ACTIVITIES Capital expenditure (including capital advances) Net cash used in investing activities (B) C.903) (103.Schneider Electric Infrastructure Limited Information Memorandum (Rupees Thousands) September 2011 A.585 223. CASH FLOW FROM FINANCING ACTIVITIES Interest paid Net cash (used in) / generated from financing activities (C) Net increase in cash and cash equivalents (A + B + C) (64. This acquisition being cashless transaction settled by allotment of shares. Page 68 of 140 .200 (54.075) (16. As per our report of even date.e.141) (19.142) 100.768) (103.903) (64.768) 226.550 (173.529) 168.714 (3.734 64. April 1. net of refunds Net cash generated from operating activities (A) B. has no specific impact on the cash flows of the Company.436) 216.

863 1.each) Issued.000 1. Chartered Accountants Firm Registration No.000 (Rupees Thousands) As at April 01.057.Schneider Electric Infrastructure Limited Information Memorandum For S. 500. SHARE CAPITAL   (Rupees Thousands) September 30. 2011 Capital Reserve General reserve Balance in Profit and loss account (154) (154) Addition on acquisition of distribution business* 410.each (Previous Year 500. subscribed and paid up * 500.R.000 (Previous Year 500. RESERVES AND SURPLUS   March 31.000 1.494.83906 Place: Gurgaon Date: December 15. 2.000) equity shares are held by Areva T&D India Limited along with its nominee.000 478.208 1.000 - 1. 2011 1. 2011 For and on behalf of the Board of Directors Director Director Place: Noida SCHEDULES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED SEPTEMBER 30. 2011 Authorised 500.905.863 152.208 *Out of this.247 1.110 Additions for the Period 152.183 152.each (Previous Year 500.000 equity shares of Rs 2/.301003E Per Manoj Gupta Partner Membership No.104. 2011 1.494. 2011 410.029 2.139 Page 69 of 140 .035 equity shares of Rs 2/.each fully paid up (to be allotted and issued pursuant to the scheme of demerger [Refer Note 8 of Schedule 19]) 479.183 Withdrawals and Transfers As at September 30.000 equity shares of Rs 2/.each) – Refer Note 8 of Schedule 19 Share Capital Suspense Account 239.Batliboi & Co.247 1.000 equity sharesof Rs 2/.000 equity sharesof Rs 2/.

583 88.330 262. and Office equipment Motor vehicles Previous period ACCUMULATED DEPRECIATION Tangible assets - 103.538 has been assigned to the Company as per the Scheme of demerger as on April 1.027 83.917.188 - 9.246 10. Transferred business was carried on under trust by the transferee Company (Areva T&D India Limited) until November 26.355 1. 2011 Addition on acquisition of distribution business* Additions for the Period Withdrawals and Transfers As at September 30.500 1. 1.053 1.326 - - 103. 2011 Addition on acquisition of distribution business* Additions during the period Disposals/ adjustments during the period As at September 30.538 Note: Unsecured loan amounting to Rs.917.251.083 90.538 1.189. FIXED ASSETS (Rupees Thousands) As at April 1.945 2.084 252.003.196 3. 2011. the effective date.642.553 62. 4.355 1. 2011 From banks – short term : Packing credit From banks 1.500 1.013.917.725. UNSECURED LOANS (Short term) (Rupees Thousands) September 30. 2011 DESCRIPTION GROSS BLOCK Tangible assets Freehold land Leasehold land Buildings Leasehold improvements Plant and machinery Furniture and fittings. 2011.Schneider Electric Infrastructure Limited Information Memorandum (Rupees Thousands) As at April 01. 2011 * Refer Note 8 of Schedule 19 3.223 3. 2011 March 31.525 1.945 2. The Company is in the process of entering into a separate loan agreement with the bankers for the above loan.514 - Page 70 of 140 .525 1.

742 10.523 23. INVENTORIES (Lower of cost or net realizable value) Page 71 of 140 .000 1.131.697 5.000 - Note: The investments are in the name of Areva T&D India Limited.734 - - 60 99.793 165.792 815.315 3. and Office equipment Motor vehicles Previous period Capital work-in-progress (including capital advances) * Refer Note 8 of Schedule 19 - - 103.341 79.465 913.851 715.663 103.641 611.Schneider Electric Infrastructure Limited Information Memorandum Freehold land Leasehold land Buildings Leasehold improvements Plant and machinery Furniture and fittings.131.030.000 shares of Rs 2/.035 811.796 58. Unquoted (Rupees Thousands) September 30.At cost.603 - 1 19.each fully paid up in Energy Grid Automation Transformers and Switchgears India Limited March 31.465 377.520 2. INVESTMENTS.355 1.270 142. 2011 In Subsidiary: 500.537 96.889 1.853 8. 2011 1.177 121.355 1.010.814 109.730 80. 6.337 - Previous period NET BLOCK Tangible assets Freehold land Leasehold land Buildings Leasehold improvements Plant and machinery Furniture and fittings.593 94 2.261 435.078 2.630 3. and the name change in the register of Members is yet to happen.466 923.315 210 103.881 304 2. Long term .585 101. and Office equipment Motor vehicles - 59 79.

2011 Stores and spare parts Raw materials and components Work-in-progress Finished goods 294 800.328 141.564 310. 2011 Advances recoverable in cash or in kind or for value to be received Deposits .426 2.997. 2011 Unbilled contract revenue 97.considered doubtful Other Debts .351 * Includes retention monies Rs.706 1.495   March 31. OTHER CURRENT ASSETS (Rupees Thousands) September 30.456 March 31.668.990 March 31.670. LOANS AND ADVANCES . considered good (Rupees Thousands) September 30.Schneider Electric Infrastructure Limited Information Memorandum (Rupees Thousands) September 30. 2011 Debts outstanding for a period exceeding six months* Unsecured .503 224.686.000 - Page 72 of 140 .919 131.307. 2011 - 8.considered good Unsecured -considered good 3.777 Less: Provision for doubtful debts (310.426) 5.515 7.596 753. 2011 1.Others Balances with excise authorities 269. 2011 March 31.787 5.Unsecured.014. SUNDRY DEBTORS (Rupees Thousands) September 30.670. 1. 1.495 97. 2011 - 9.040 thousands.978.considered good .787 3.

249 17. 2011 Contract losses Warranties Other contingencies Provision for Tax(net of Advance tax) Compensated leave Gratuity 3.182 100. 2011 177 177 470.869 3. 2011 Deferred tax: The break up of net deferred tax asset is as under : Deferred tax assets arising on Timing differences on account of : Disallowances under Section 43B of the Income tax Act.568 133. 1961 Provisions Others Deferred tax liabilities arising on Timing differences on account of : Depreciation on fixed assets Others Deferred tax (liability) / asset (Net) 105. 2011 - March 31.   10.405 161. 2011 Acceptances Sundry creditors Other liabilities Payments received in advance from customers   March 31.862 52. TAXATION (Rupees Thousands) September 30.601 12.000 Note: There is no amount due from Directors / promoter companies. PROVISIONS (Rupees Thousands) September 30. 2011 28.530 114. CURRENT LIABILITIES (Rupees Thousands) September 30.935 1.207 75.973 23 23 .270 913.746 3.553.487 4.758 270.648 640.459 70.993 109.111 23 Page 73 of 140 March 31.618 11.Schneider Electric Infrastructure Limited Information Memorandum Balances with customs and port trust authorities 5.055.331 5.

858 70.441 Page 74 of 140 . and bonus Contribution to provident and other funds Welfare expenses 477.919 (202.Schneider Electric Infrastructure Limited Information Memorandum 13.477 753.537 16. 2011 Profit on sale of fixed assets (net) Scrap sales Provisions write-back Miscellaneous income 54.706 (39. DECREASE / (INCREASE) IN INVENTORIES (Rupees Thousands) September 30.220 20. 2011 Consumption of stores and spare parts Power and fuel Rent Rates and taxes 25. 2011 Opening stock of Work-in-progress Less : Closing stock of Work-in-progress (Increase) / Decrease in Work-in-progress Opening stock of Finished goods Less : Closing stock of Finished goods (Increase) in Finished goods 551.308 78.791) 15.442) 92.357 131.373 34.561 14.349) (241.688 18.132 577. EMPLOYEE COSTS (Rupees Thousands) September 30. wages. OTHER MANUFACTURING. 2011 Salaries.033 4.956 57. OTHER INCOME (Rupees Thousands) September 30.449 42. ADMINISTRATION AND SELLING EXPENSES (Rupees Thousands) September 30.

INTEREST (Rupees Thousands) September 30.234 10.315 210 103.903 64.912 13. 2011 Schedule 19 – NOTES TO ACCOUNTS 1 (a) NATURE OF OPERATIONS Schneider Electric Infrastructure Limited (Formerly Smartgrid Automation Distribution and Switchgear Limited) was incorporated on March 12.119 8.420 12.796 58.Schneider Electric Infrastructure Limited Information Memorandum Repairs and maintenance Buildings Plant and machinery Others Insurance Royalty and technical know-how Freight and octroi Travelling Postage and telephone Audit fees Bank charges Foreign exchange variation cost (net) Bad debts written off Trade mark fees Data Management charges Miscellaneous expenses 15. 2011 Interest paid 64.001 17.338 894. building and servicing technologically advanced products and systems for electricity distribution including products such as distribution Page 75 of 140 . DEPRECIATION / AMORTISATION (Rupees Thousands) September 30. 2011 Leasehold land Buildings Leasehold improvements Plant and machinery Furniture and fittings.903 18.500 9.009 4. 2011 and is engaged in the business of manufacturing.092 77.489 117.523 23.947 23. and Office equipment Motor vehicles 1 19.347 9.734 NOTES TO THE ACCOUNTS FOR THE HALF YEAR ENDED SEPTEMBER 30. designing.637 173.399 56.678 106.889 1.520 106.

Cash flows arising on account of roll over of forward contracts are recognised as income/expense of the year. In view of the fact that the Company was incorporated on March 12. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction. SIGNIFICANT ACCOUNTING POLICIES (a) Revenue recognition Revenue is recognised to the extent that is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. returns and sales tax. For presentation of financial statements. Revenues from maintenance contracts are recognised pro-rata over the period of the contract as and when services are rendered. Monetary assets and liabilities outstanding at the year end are restated at the closing rates. 2. Any profit or loss arising on cancellation of forward exchange contracts is recognized as income or expense for the year. the financial statements do not include all disclosures required by the pre-revised Schedule VI and accordingly the disclosures which are purely statutory information and do not affect the true and fair view has not been given. at the estimated realisable value / actual credit earned during the year. Exchange gains/losses on intermediary forward contracts relating to firm commitments are recognised in the profit and loss account based on fair value changes as at the balance sheet date. (b) Foreign currency transactions Transactions in foreign currencies are accounted at the monthly average / daily exchange rates which approximate the actual rates. the difference between the forward rate and the initial spot rate is recognised as an income or expense over the life of the contract. The financial statements have been prepared under the historical cost convention on the accrual basis of accounting. 1956. the Company did not exist during the period April to September 2010 and therefore. medium and low voltage protection relays and electricity distribution and automation equipments. The use of forward contracts is governed by the Company’s policies on the use of such financial derivatives consistent with the Company’s risk management strategy. However. Sales are inclusive of excise duties and net of trade discounts. 1 (b) BASIS OF PREPARATION These financial statements have been prepared in accordance with recognition and measurement principles as prescribed in the notified Accounting Standard 25 "Interim Financial Reporting" (AS 25). comparatives in Profit and Loss Account and Cash Flow Statement are not presented. The Company uses forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and highly probable transactions. Export benefits are accounted for in the year of exports based on eligibility or when there is no uncertainty in receiving the amount. (c) Fixed assets and depreciation Page 76 of 140 . the company has used the format prescribed under the pre-revised Schedule VI to the Companies Act. medium voltage switchgears. 2011. For sale of goods revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. In cases where the Company has entered into forward exchange contracts. Exchange differences arising on foreign currency transactions settled during the year / restated at the end of the year are recognised in the profit and loss account. and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined. with underlying transactions.Schneider Electric Infrastructure Limited Information Memorandum transformers.

are fully depreciated in the year of addition. Any expenditure so capitalized is amortised over the period of expected future sales from the related project i. (e) Research and development Revenue expenditure on research activities is expensed in the year in which it is incurred. Development expenditure incurred on an individual project is capitalized as an intangible asset when the criteria mentioned in Accounting Standard 26. Cost of special tools is capitalised as plant and machinery. 15.000 /. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount.3% 33. Fixed assets. over their estimated useful lives of ten years on a straight line basis. However the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment. and Office equipment Motor vehicles 2. 1956.0%. while indirect expenditure is charged off to profit and loss account (d) Impairment of assets The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors.Schneider Electric Infrastructure Limited Information Memorandum Fixed Assets are recorded at cost less accumulated depreciation. Borrowing costs relating to acquisition of fixed assets which takes substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use.e. Intangible Assets are met. Leasehold land/improvements are depreciated over a period not exceeding that of the lease.0%. at the following annual rates which are higher than the rates specified under Schedule XIV of the Companies Act. 20.0% and 33. are classified as operating leases. and 20. 4. other than land. In assessing value in use. are depreciated pro-rata to the period of use based on straight line method over the estimated useful lives of assets.0% 25. A previously recognised impairment loss is increased or reversed depending on changes in circumstances.0% Assets individually costing less than Rs 5. The recoverable amount is the greater of the asset’s net selling price and value in use. (f) Leases Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item.33% 10. Page 77 of 140 .0%. depreciation is provided on the revised carrying amount of the asset over its remaining useful life.5%. The Company capitalises all costs relating to acquisition and installation of fixed assets.0% 10. After impairment. and otherwise when events or changes in circumstances indicate that the carrying value may not be recoverable. wherever applicable: Buildings /Leasehold improvements Plant and machinery Computers and EDP equipment Furniture and fittings. Operating lease payments are recognized as an expense in the Profit and Loss account on a straight-line basis over the lease term.3% and 50.0% and 33. Direct expenditure on assets under construction or development is shown under Capital work-in-progress. the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset. The carrying value of development costs is reviewed for impairment annually when the asset is not yet in use.

Effects of changes in actuarial iii) iv) Page 78 of 140 . but is not funded through a separate corpus. a defined contribution plan.Schneider Electric Infrastructure Limited Information Memorandum (g) Technical know-how. where applicable) and net realisable value. less estimated costs of completion and estimated costs necessary to make the sale. Testing and Certification fees Technical know-how. (h) Inventories Inventories comprising of raw material and components. is recognised when such diminution is considered other than temporary. in excess of the amount already provided for as per the management estimates. between the return from the investments of the Trust and the interest cost based on notification and recognizes such obligation as an expense. Cost in respect of raw materials and components and stores and spares is established using moving weighted average method. The Company has an obligation to make good the shortfall. Cost of finished goods and work-in-progress. and the same is expensed to Profit and loss account. Net realizable value is the estimated selling price in the ordinary course of business. if any. (j) Employee benefits i) Provident Fund: The Company has a defined benefit plan for provident fund for which it contributes to a recognized trust and contributions are expensed to Profit and loss when such amounts are due. the Company does not expect any deficiency in the foreseeable future. damaged and slow-moving items. The value of finished goods includes excise duty payable on despatch. This additional gratuity is also determined by an actuarial valuation as on the balance sheet date. Compensated leave: The Company records its liability on long term compensated leave based on actuarial valuation as at the balance sheet date. a defined benefit plan. includes all applicable manufacturing overheads. Gratuity: The Company makes contribution to a scheme administered by the Life Insurance Corporation of India ('LIC') to discharge gratuity liabilities to the employees. determined by LIC using the projected unit credit method and are funded. In case of managerial employees in addition to the ceiling defined under the Gratuity Act. determined on moving weighted average method. The inventories are stated net of write downs / allowances on account of obsolete. work in progress. finished goods and stores and spares are valued at lower of cost (net of Cenvat. The diminution. The company has no liability other than its annual contribution. certain additional amounts are paid depending upon the period served for the company. Having regard to the assets of the Fund and the return on the investments. in the value of investments stated at cost. ii) Superannuation Fund: The Company makes contribution to a scheme administered by the Life Insurance Corporation of India ('LIC') to discharge superannuating liabilities to the employees. testing and certification fee in respect of new products is expensed in the year in which it is incurred. (i) Investments Long term investments are stated at cost of acquisition. as at balance sheet date. The interest rate payable by the Trust to the beneficiaries every year is being notified by the Government. using the projected unit credit method. Cost includes cost of purchase. cost of conversion and other costs incurred in bringing the inventories to their present location and condition. Effects of changes in actuarial valuations are immediately recognized in the profit and loss account. if any. The Company accounts its liability for future gratuity payouts based on actuarial valuation.

Management believes that the estimates used in the preparation of financial statements are prudent and reasonable. a predetermined percentage of completion is assigned to each stage of completion of the contract. (o) Earnings Per Share Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (by the weighted average number of equity shares outstanding during the period. Short term employee benefits are recognised as an expense as per the company's scheme based on expected obligation on undiscounted basis. Deferred tax assets. Actual results could differ from these estimates. the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. (p) Use of estimates The preparation of the financial statements in conformity with the generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and the disclosures relating to contingent assets and liabilities as on the date of financial statements and the reported amount of revenues and expenses during the reporting period. the stage of completion is equal to the ratio of costs to the total estimated cost of the contract. For the purpose of calculating diluted earnings per share. subject to consideration of prudence. Page 79 of 140 ."Construction contracts".Schneider Electric Infrastructure Limited Information Memorandum valuations are immediately recognised in the profit and loss account. (k) Long-term contracts Sales revenue and margins on construction contracts and certain services are recognized according to the percentage of completion method ("PCM"). (n) Segment Reporting Policies The Company is engaged in the business of Distribution activities only. Income recognition arising on these contracts is based on estimated overall profitability of individual contracts reviewed periodically. as provided in AS 7 ("Revised") . Sales revenue and income from long-term contracts are recognized over the period of performance of the contract on achievement of certain internal milestones. and accordingly there are no primary segments to be reported. based on Management's analysis of the risks and exposures on a case to case basis. the percentage of completion is determined based on costs or the stage of physical completion. (m) Taxation Current tax is determined on the profit of the year in accordance with the provisions of Income Tax Act. Under the physical completion PCM formula. The sales revenue and costs recognized at the end of the period are equal to the percentage of sales revenue and anticipated costs for the stage of completion achieved at that date. Under the cost-based PCM formula. Provision for expected loss is recognised immediately when it is probable that the total estimated contract costs will exceed total contract revenue. Depending on the contract terms. The analysis of geographical segments is based on the areas in which major operating divisions of the Company operate. Deferred tax is calculated at the tax rates and laws that have been enacted or substantively enacted by the Balance sheet date and is recognised on timing differences that originate in one period and are capable of reversal in one or more subsequent periods. Direct costs incurred for long term contracts over and above the pro-rata to sales is considered as work-in-progress. as per Accounting Standard 17 "Segment Reporting". are recognised and carried forward only to the extent that they can be realized. 1961. and are reviewed periodically.

(b) (c) 4. Contingent assets and liabilities Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. The company has. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds 3. (r) Cash and Cash equivalents Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term investments with an original maturity of three months or less. construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. Earnings per Share (Rupees Thousands) September 30.035 Page 80 of 140 .666 thousands (Previous Year Nil). Amount deposited as at September 30. The Company has preferred appeals against these demands which is pending before various appellate authorities. 5.213 thousands (Previous Year Nil). Excise duty relating to the difference between closing stock and opening stock has been included in Schedule 16 "Other Manufacturing. The Company has received demand for excise/ service tax amounting to Rs 443. The Company has preferred appeals against these demands which is pending before various appellate authorities. Demands for pending concessional sales tax forms for various years amounts to Rs 360. and has been advised that there are reasonable chances of success in these appeals. 2011 Net profit for the year has been used as the numerator and number of shares has been used as denominator for calculating the basic and diluted earnings per share.183 239. Contingent liabilities (a) The Company has Sales tax demands amounting to Rs 106. and has been advised that there are reasonable chances of success in these appeals. Contingent assets are neither recognised nor disclosed in the financial statements. Administration and selling expenses".104. Contingent liabilities are not recognized as a liability but are disclosed in the notes. All other borrowing costs are expensed in the period they occur. Net profit after tax Weighted average number of shares used as denominator for Basic and Diluted earnings per share* 152.Schneider Electric Infrastructure Limited Information Memorandum (q) Provisions. 2011 is Rs 54. an ongoing process for collection and submission of these forms to the concerned authorities and does not foresee any liability in this regard.601 thousand. Excise Duty Excise Duty on sales for the year has been disclosed as a reduction from the turnover.721 thousands (Previous Year Nil) for various years. (s) Borrowing Costs Borrowing costs directly attributable to the acquisition.

Related party disclosures a) List of Related parties and description of relationship (i) Parties where control exists : ALSTOM Grid SAS.260 40.100 Release/ Withdrawals 27.each (in Rupees) 0. However. UK Schneider Electric Energy.A. for the purpose of calculation of earnings per share (EPS) these shares are considered in calculation of weighted average number of shares (net of proposed cancellation of existing shares) to truly depict the EPS for the period.. France. Australia Schneider Electric Energy Gmbh. Provision for Warranties 2.746 Additions 8. France (Parent of Holding Company) Long & Crawford (alongwith other promoters) Energy Grid Automation Transformers and Switchgears India Limited (Subsidiary Company) (ii) Other related parties with whom transactions have taken place during the year: Fellow subsidiaries : Alstom Grid Gmbh.64 * The Company is in the process of issuing equity shares as stipulated in the Scheme. France Areva Energietechnik Gmbh. France (Holding Company). ALSTOM Sextant 5 SAS. Germany Schneider Electric Energy Poland Sp. Italy ALSTOM Grid UK Limited. Disclosure requirements under Accounting Standard 29 on "Provision. Provision for Warranties are estimated based on past obligations and are expected to be settled within next 15 to 18 months. Germany Schneider Electric (Australia) Limited. Poland Schneider Electric Energy UK Limited.182 100. a special purpose vehicle formed with Alstom Holdings and Schneider Electric Services Holdings. 2. 6. UK Alstom S A Transport Tarbes.319 - 7.Schneider Electric Infrastructure Limited Information Memorandum Basic and diluted earnings per share of Rs 2/. Addition on acquisition of distribution business* 94. Germany Alstom Grid Italy S. Provision for Other contingencies represents provisions in respect of indirect taxes. 2011 1. Contingent Liabilities and Contingent Assets" (Rupees thousands) Balance as at April 01.P. Provision for Other contingencies * Refer Note 8 of Schedule 19 Notes : 1. (Ultimate Holding Company) T&D Holding. 2011 75. France Page 81 of 140 .646 Balance as at September 30.241 60.

Malaysia PT AREVA T&D Indonesia.428 12. Indonesia Areva T&D India Limited (iii) Key management personnel : Schneider Electric Huadia Switchgear (Xiamen) Co.ALSTOM Grid SAS.199 10..636 2.000 31. France Purchase Of Goods / Services Royalty And Technical Know How Research And Development Sale Of Goods / Services (ii) With subsidiaries : Investments (iii) With fellow subsidiaries : Sale of goods / services Areva T & D India Limited.. India 400.Limited. India Schneider Switchgear(Suzhou)Co.497 11. Limited. UK Areva T&D Malaysia .Schneider Electric Infrastructure Limited Information Memorandum Areva Suzhou High Voltage.150 72. France Areva T&D Uk Limited Systems Products P.735 10. China Areva T&D Uk Ltd Systems Products P. Turkey Schneider Switchgear(Suzhou)Co.Ltd.Limited.Limited.211 March 31..469 4. UK Schneider Electric Industries. Australia Others Purchase of goods / services Areva T & D India Limited.. Hungary Shanghai Schneider Electric Power Automation Co.S. Nigeria Schneider Electric (Australia) Ltd.S. China Schneider Electric India Private Limited Graham Johnson (Rupees Thousands) September 30.240 9. China Schneider-Electric Energy Hungary Limited.902 6. China Schneider Electric Huadia Switchgear (Xiamen) Co.577 3. Malaysia Schneider Electric Protection Et Controle.. China Areva T&D Australia Limited.276 228.000 Page 82 of 140 . India Schneider Electric Energy Gmbh.325 3. Germany Schneider Electric Industries. France Schneider Enerji Endustrisi Sanayi Ve Ticaret A.. Malaysia Schneider Electric India Pvt Limited. UK Areva T&D Protection Controle. Turkey Schneider Electric Industries. Turkey Areva T&D Limited... 2011 b) Transactions with related parties : (i) With Holding Company . 2011 1. Australia Areva T&D Enerji End A.

France Schneider Electric Energy Poland Sp. 2011 ALSTOM Grid UK Limited.025 2.. Tanzania.293 229.608 934 4. Limited. India 133.448 11. India Schneider Electric Protection Et Controle.917 9.. UK Schneider Electric India Pvt.648 56..107 27. ITALY Schneider Electric Energy Gmbh.388 22.430 12.Schneider Electric Infrastructure Limited Information Memorandum (Rupees Thousands) September 30.501 3.112 77.047 8. UK Schneider Electric (Australia) Ltd.363 10. France Alstom Grid Italy S.ALSTOM Grid SAS. Ltd. France Trade debtors Trade creditors (ii) With fellow subsidiaries : Trade debtors and other receivables Areva T & D India Limited. Germany Others (iv) With Key Management personnel : Managerial remuneration (c) Balances with Related Parties : (i) With Holding Company .112 10.908 7.Ltd. Australia Others Trade creditors Areva T & D India Limited.975 26. Tanzania Areva T&D Protection Controle.P.540 27. Germany Schneider Electric Energy.987 March 31. France Schneider Electric Energy Gmbh. Malaysia Schneider Electric India Pvt. China Alstom Grid Gmbh.A. 2011 12.727 74. Poland Shanghai Schneider Electric Power Automation Co.625 3.974 6.461 Page 83 of 140 . Poland ALSTOM Grid UK Limited.918 28.396 3. UK Schneider Electric Protection Et Controle.843 14.001 11. India Schneider Electric Industries. India Schneider Electric Energy Gmbh. Nigeria Schneider Switchgear(Suzhou)Co. Germany Areva ERT. China Areva T&D Ltd.211 41. Ltd. France Schneider Electric Energy.562 18. France Schneider Electric Energy Poland Sp.657 11. Germany Schneider Electric Industries.829 3.

131. April 1.014. 2011 - 8. 2011 as the ‘Record Date’ for purposes of determining the shareholders eligible to receive equity shares of the Transferee Company. After the record date.695 506 2. 2011 fixed December 15. Excess of book value of assets.A. there are no fractional entitlements.078 thousand) Investments Deferred tax asset Current Assets Loans & Advances Total (A) Liabilities taken over Amount 2.Schneider Electric Infrastructure Limited Information Memorandum (Rupees Thousands) September 30.035 equity shares of Rs 2/. 1956. The board of directors of Areva T&D India Limited in its meeting held on December 02. 1 (one) fully paid-up equity shares of Rs. In terms of the Scheme. France Areva T&D Australia Limited. The shares are to be issued at fair value. 101. The certified true copies of the orders of the Hon'ble High Courts of Gujarat and Delhi have been filed with the respective Registrar of Companies on November 26.2 each) issued to Areva T&D India Limited and its nominees will stand cancelled. As per the accounting treatment detailed in the scheme. the Company shall issue and allot 239.216. 2011 respectively. as per Scheme.000 shares of Rs.f.(Rupees two) each held in Areva T&D India. As per the terms of the Scheme.288 8. 2011 and September 19. Acquisition of Distribution Business of Areva T&D India Ltd. Australia 6.869 Page 84 of 140 .104. after completion of necessary formalities.663 2. for every 1 (one) fully paidup equity share of Rs.533 March 31. 2011.as on the record date. existing shares (500. Pending final allotment proposed equity shares are accounted for as "Share Capital Suspense account".each fully paid to the shareholders of Areva T&D India Limited. : A scheme of arrangement for demerger between the Company. at their respective book values as appearing in the books of the Transferor Company on the close of business on the day immediately preceding the Appointed Date. In terms of the aforesaid Scheme the distribution business of Areva T&D India Limited has been demerged to the Company w. As part of the assets and liabilities transferred. 2 /. ITALY Others Other Creditors Schneider Electric Energy. which shall be listed in the Stock Exchanges of BSE .e. the Company has also recognized the deferred tax assets and liabilities pertaining to the Demerged Undertaking. has been sanctioned by Hon’ble High Courts of Delhi and Gujarat.000 68. 2 /(Rupees two) each of the Company. 2011. liabilities and acquired reserves over amount of share capital issued has been considered as Capital Reserve and is calculated as follows: (Rupees thousands) Assets taken over Fixed Assets (including Capital work in progress Rs. liabilities and reserves of Demerged Undertaking vested in it.. Simultaneous to the issue of these shares.918 10.P. on October 24. on a proportionate basis. 2011 Alstom Grid Italy S. the Transferee Company will issue equity shares to the eligible shareholders. NSE and Calcutta Stock Exchange. the Company has recorded under mentioned assets.269 4. Areva T&D India Limited and their respective shareholders and creditors under section 391-394 of Companies Act.

Schneider Electric Infrastructure Limited

Information Memorandum

Unsecured Loan Current Liabilities & Provisions Total (B) Net Assets taken over Less: Share capital to be issued General Reserve Acquired Capital Reserve

1,917,538 5,916,013 7,833,551 2,383,318 478,208 1,494,863 410,247

The Company is in the process of getting registered in its name the assets and properties acquired under the Scheme. Pursuant to the fresh Certificate of Incorporation issued by the Registrar of Companies, Gujarat the name of the Company has been changed to Schneider Electric Infrastructure Limited w.e.f. December 08, 2011.

9. Derivative Instruments Forward contracts outstanding at Balance sheet date:
 

Particulars Buy Sell Total

Currency USD USD

Amount in Foreign Currency thousands 6,188 1,657 7,844

Amount in Rupees thousands 288,388 76,289 364,677

Purpose To hedge the import purchases To hedge the exports sales

Buy Sell Total

Euro Euro

1,697 1,731 3,428

110,235 116,019 226,254

To hedge the import purchases To hedge the exports sales

Particulars of unhedged foreign currency transactions outstanding at Balance sheet date: Amount in Foreign Currency thousands 455 2,612 95 3,163 USD Euro GBP Total 721 1,184 2 1,907 Amount in Rupees thousands 22,506 172,305 6,032 200,843 32,571 75,442 172 108,185

Particulars Imports USD Euro Others Total Exports

Currency

Page 85 of 140

Schneider Electric Infrastructure Limited

Information Memorandum

10. Segment Reporting The Company is engaged in the business relating to product and systems for electricity distribution only, and accordingly there are no primary segments to be reported, as per Accounting Standard 17 "Segment Reporting". The secondary segment by geographical location is given below : (Rupees Thousands) Sales Australia Germany France India Other countries Total 9,109 31,497 129,708 6,749,344 60,448 6,980,106 Total Assets 4,176 28,942 44,022 10,161,392 39,572 10,278,104 Capital Expenditure 83,326 83,326

Note : Previous Year Figures have not been given as these are the first financials post demerger and the Company did not have any operations in the previous year. 11. Disclosure pursuant to Accounting Standard - 15 "Employee Benefits" (i) The Company has a defined contirbution plan for Superannuation fund, for which an amount of Rs 15,960 thousand is recognised as an expense and included in Employee costs in the Profit and loss account. (ii) The Guidance note on implementing AS 15, Employee Benefit (Revised 2005) issued by Accounting Standard Board (ASB) states that benefits involving employer established provident funds, which require interest shortfall to be recompensed are to be considered as defined benefit plans. Pending the issuance of Guidance Note from the Actuarial Society of India, the Company’s actuary has expressed his inability to reliably measure provident fund liabilities. Accordingly, the Company is unable to exhibit the related information. The Company contributed Rs. 28,358 thousand to the Provident Fund during the period. (iii) The Company's obligation towards the Gratuity fund is a defined benefit plan. The details of actuarial valuation is given below:
 

(Rupees Thousands) September 30, 2011 (I) Change in Benefit Obligation Liability at the beginning of the year Interest Cost Current Service Cost Benefit Paid Actuarial (gain)/loss on obligations Liability at the end of the year 131,115 5,182 6,593 (3,122) (4,733) 135,035 March 31, 2011

Page 86 of 140

Schneider Electric Infrastructure Limited

Information Memorandum

(Rupees Thousands) September 30, 2011 (II) Fair value of Plan Assets Fair value of plan assets at the beginning of the year Expected Return on Plan Assets Benefit Paid Actuarial gain/(loss) on Plan Assets Fair value of plan assets at the end of the year (III) Actual Return on Plan Assets Expected Return on Plan Assets Actuarial gain/(loss) on Plan Assets Actual Return on Plan Assets (IV) Amount Recognised in the Balance Sheet Liability at the end of the year Fair Value of Plan Assets at the end of the year Difference (Funded Status) Amount Recognised in the Balance Sheet (V) Expenses Recognised in the Income Statement Current Service Cost Interest Cost Expected Return on Plan Assets Net Actuarial (Gain)/loss to be recognised Expense Recognised in P & L (VI) Balance Sheet Reconciliation Opening Net Liability Expense as above Amount Recognised in Balance Sheet (VII) Actuarial Assumptions : For the year Discount Rate Current Rate of Return on Plan Assets Current Salary Escalation Current Mortality table 8.40% 9.45% 7.00% LIC (1994-96) 15,901 1,857 17,758 6,593 5,182 (5,370) (4,548) 1,857 5,370 (185) 5,185 115,214 5,370 (3,122) (185) 117,277 March 31, 2011

135,035 117,277 17,758 17,758

-

12. Disclosure pursuant to Accounting Standard AS-7 "Construction Contract" (Revised): (Rupees Thousands)

Page 87 of 140

2 Unaudited Standalone Financial Results for the Third Quarter and Nine Months ended December 31. 14.968 - The Company has cancellable operating lease arrangements for its office premises.309 Thousands.505.Schneider Electric Infrastructure Limited Information Memorandum September 30. 2011 - 5. in Lakhs) Year to date figures for Current period ended 31st December 2011 Previous 3 (1st April 2011 Previous to 31st Accounting 3 months ended months ended 31st December 30th September December Year ended 2011 2011 2011) 31st March (Unaudited) (Unaudited) (Unaudited) 2011 (Audited) 40. residential premises and motor cars for its employees.428 326.342 467. (a) Net Sales/Income from Operations 1.564. Lease payments recognised in the statement of profit and loss for the period Rs. There are no exceptional / restrictive covenants in the lease agreements. 2011 (Rs.970 March 31.28. Prior year comparatives Prior year figures are not comparable. Leases 1.046 106. Some of the lease agreements have escalation clause ranging from 5% to 15%.364 95.776 105.1.931 539. Prior year's figures have been recast/regrouped wherever considered necessary for comparative purposes.675 260 40.276 500 30. storage locations. Total Income [1(a) + 1(b)] Page 88 of 140 . (b) Other Income 2.406 1.452 - Particulars 1. 2011 Contract revenue recognised for the year Aggregate amount of contract costs incurred and recognised profits (less recognised losses) for all contracts in progress upto the period ended Gross amount due from customers for contracts in progress Gross amount due to customers for contracts in progress Advance received Retention money received 13.935 30. 9.

Extraordinary Items 11.810 1. Profit from Operations before other Income. Paid-up equity share capital (Face Value of Rs 2/.Schneider Electric Infrastructure Limited Information Memorandum (Rs.428 1.119) 24. Net Profit(+)/ Loss(-) for the period 10) 12.034 334 700 4. Increase/decrease in stock in trade and WIP b.831 899 177 177 (177) - 2. Expenditure a.371 0 9. for the year to date and for the previous year (not annualized) (9- 1. Purchase of traded goods d. for the year to date and for the Previous year (not annualized) b) Basic and diluted EPS after extraordinary Items for the period. Earnings Per Share (EPS) a) Basic and diluted EPS before Extraordinary Items for the period.824 579 4. Net Profit (+)/ Loss (-) from Ordinary Activities after tax (7-8) 10.638 38.31) 0.932 1. Interest 6.782 10 0. Reserves excluding Revaluation Reserves as per balance sheet of Previous Accounting Year) 14. Other expenditure g. Profit (+)/ Loss (-) from Ordinary Activities before tax (3) .105 0 3.76 0.087) 76.31) Page 89 of 140 .600 3.332 (154) 4. Employees cost e.39 (0. Consumption of raw materials c.348 314 (1. Total 4.133 1.625 14. Tax expense 9.76 0.29(7) 1.020 2.each) 13.507 0 2.636 29. Interest and Exceptional Items (2-3) 5. Depreciation f. Exceptional items 7.331 27.39 (0.(4+5+6) 8.621 5.782 10 4.578 100.810 700 3.358 588 5.915 250 (3.665 855 1.332 (177) (23) (154) 1. in Lakhs) Year to date figures for Current period ended 31st December 2011 Previous 3 (1st April 2011 Previous 3 months ended months ended to 31st Accounting Year ended 31st December 30th September December 2011 2011 2011) 31st March (Unaudited) (Unaudited) (Unaudited) 2011 (Audited) Particulars 3.29(7) 1.

6.Schneider Electric Infrastructure Limited Information Memorandum (Rs. Promoters and promoter group shareholding . and accordingly disclosure requirements as per Accounting Standard . There were no pending Investor Complaints at the beginning or end of the quarter.e. 2010.035 equity shares of Rs.104. in Lakhs) Year to date figures for Current period ended 31st December 2011 Previous 3 (1st April 2011 Previous 3 months ended months ended to 31st Accounting Year ended 31st December 30th September December 2011 2011 2011) 31st March (Unaudited) (Unaudited) (Unaudited) 2011 (Audited) Particulars 15. Public shareholding .. 2012 and the results for the Quarter ended December 31. 2 /. business relating to product and systems for electricity distribution. i. the Company has issued 239. and hence comparative period figures are not available for the three months and nine months period ended December 31. The Company was incorporated on March 12. National Stock Exchange of India Limited and Calcutta Stock Exchange Limited. 2011 . As per the terms of the Scheme.611.6% 175.492.524 73. 2011 respectively.17 on Segment Reporting are not applicable. 5.611. 63. National Stock Exchange of India Limited being the designated stock exchange. between the Company.2/. on October 24.(Rupees two) each held in Areva T&D India Limited 1 (one) fully paid-up equity shares of Rs.000 100.0% The above results were reviewed by the Audit Committee and taken on record by the Board of Directors at the meeting held on January 23. The Company has only one business segment.000 100.104. 2011 only. Bombay Stock Exchange Limited.4% 0 0 500. on a proportionate basis.Percentage of shareholding Notes: 1. 3.0% 63.6% 175. The said listing application is pending for approval. with the three stock exchanges viz. 2 /-(Rupees two) each of the Company. 4.511 26.035 equity shares of Rs 2/. A Scheme of Arrangement for Demerger of Distribution business (“Scheme”).Number of shares .4% 0 0 500. During the Quarter. for every 1 (one) fully paid-up equity share of Rs. The certified true copies of the orders of the Hon'ble High Courts of Gujarat and Delhi were filed with the respective Registrar of Companies on November 26.Number of shares . The above results Page 90 of 140 2. 2011. In terms of the Scheme. April 1. 2011 (effective date). December 15.492. 1956. the Company did not receive any Investor Complaint. 2011 and September 19.511 26.f. and Areva T&D India Limited and their respective shareholders and creditors under section 391-394 of the Companies Act. as on the record date .each. In terms of the aforesaid Scheme the distribution business of Areva T&D India Limited was demerged to the Company w. the Company had filed application for listing of 239.each fully paid to the shareholders of Areva T&D India Limited. issued as mentioned above.Percentage of shareholding 16.e. . was sanctioned by Hon’ble High Courts of Delhi and Gujarat. 2011 were subjected to "Limited Review" by the Auditors.524 73.

Ranjan Pant were appointed as Additional Directors to the Board and Mr. Mr. For Schneider Electric Infrastructure Limited Place : New Delhi Date : January 23. Tax expense includes current tax and deferred tax. At the last Board Meeting held on 16th December 2011. was appointed as non-executive Chairman of the Board.Schneider Electric Infrastructure Limited Information Memorandum have been prepared in accordance with the requirements of Accounting Standard (AS) 25 for the purpose of disclosure and publishing the results under the framework of Clause 41 of Standard Listing Agreement for the information to the shareholders. At the said meeting. for the quarter ended September 30. 9. 2011. Mr. 8. By Order of the Board. 2012 Prakash Kumar Chandraker Managing Director Page 91 of 140 . For the purpose of calculating EPS. the shares issued as per note 5 above. Vinod Kumar Dhall and Mr. 10. Dhall. Graham Johnson resigned from the Board and Mr. are considered in calculation of weighted average number of shares (net of proposed cancellation of existing shares) to truly depict the EPS for the period. Prior period figures have been reclassified/regrouped wherever necessary for comparative purposes. Prakash Kumar Chandraker was inducted to the Board as Managing Director. 7.

Results of Operations The table below sets forth. The Company is engaged in business of manufacturing. with improved margins to be maintained or even improved during execution. raw material prices. The Company has 9 manufacturing facilities in India spread over 5 locations. certain revenue and expenses items for the Company’s operations expressed as a percentage of total income: (in Thousands of Rupees) For the 6-months period ended September 30. wind and glass segments with a major break-through in solar segment (market leadership in AC evacuation substations for solar projects. Effective from the Appointed Date. during the period of reporting. operating margin was impacted by weaker margin on some short-cycle orders or execution of lower margin orders in backlog. 2011 to September 30. building and servicing technologically advanced products and systems for electricity network. Kolkata (2 units). improvement of customer base and launch of new product offerings with significant success. especially in the transformers business. 2011. the order backlog at the end of the period represents approximately 12 month of sales. leading to a higher overall margin in backlog. Business Performance Review During the last year. 2011. with more than 310 MW to be completed by March 2012). especially copper. including products such as transformers. i. 2011). its name has been changed to ‘Schneider Electric Infrastructure Limited’ on December 8.Schneider Electric Infrastructure Limited Information Memorandum SECTION 10 .689 106. designing.978) 78. 2011.106 (506. As a result.7%) 1. This could be only partly counterbalanced by strict cost control measures. The Company has a new area of focus in renewable energy and entered solar. The first half of the current financial year has witnessed double-digit growth in orders and sales (on year-on-year basis) enabled by new accounts. had a material impact on margins at execution. During the first 6 months (April – September. the Company (earlier as part of ALSTOM T&D) has consolidated its position in the Indian distribution industry as market leader. for the period indicated. Chennai (1 unit). 2011 Amount % of Total Income 6.5% (7. orders were taken at significantly improved margin levels compared to the existing backlog. The Company also has strong references for biomass & captive power projects. medium voltage switchgears. protection relays and electricity distribution management systems and software. the operations of the Company were run for and on its behalf by ALSTOM T&D on trust and accordingly the economic benefits attributable to the Company have accrued to the Company and the accounts of the Company have been drawn up from April 1. While the Company was incorporated as ‘Smartgrid Automation Distribution and Switchgear Limited’.0% Page 100 of 140 INCOME Sales and services (Gross) Less : Excise duty Other income . which became effective from November 26. In addition.980. The business of the Company comprises of the Demerged Undertaking that was transferred to it by ALSTOM T&D pursuant to the Scheme of Demerger.551. in Vadodara (3 units).561 6.2% 100.e. Naini (2 units) and Noida (1 unit) and has 4 regional offices and 13 branch/sales offices located across the country.MANAGEMENT’S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND OPERATIONS Overview This is the first year of operations of the Company. Despite good order flow and sales performance.

with inventory and work-in-progress increasing over the period thereby impacting cash flow. leading to lower margins during execution. minimize delay in collection and to ensure working capital cycle is not impact adversely. which are in backlog and should be executed during 2012 and beyond.199) 152.7%) 8. A stricter policy on payment terms has also been implemented.791) 577.Current Provision for taxation .714 (58. which could not be hedged at the time.903 103.9%) (0. Stricter credit policy has been introduced to minimize collection risk.Deferred Profit After Tax Significant Accounting Policies 4. Working Capital Management Risk Growth in orders and sales has had a negative impact on working capital. see the Section titled “Financial Information” in this Information Memorandum.2%) 2. which has affected orders and sales profitability during the period.5% (0. Following the Effective Date. whenever possible.591 (241. administration and selling expenses Total Manufacturing & Other Expenses Interest Depreciation / Amortisation Profit Before Tax Provision for taxation . energy sources as well as finished goods.6% 3. including but not limited to very strict inventory days targets for all factories and new policies on management of finished goods and work in progress within overall project management.332) (16.2% (3.0% 1. prevailing weak economic conditions are making it more difficult to collect dues from some categories of customers.734 226.8% 13. A central cash collection organization has been introduced and strengthened. Also. the Company has applied or is in process of applying for indirect Page 101 of 140 . Significant developments since 30 September 2011 Post the effectiveness of Scheme of Demerger. An analysis of the Company’s key business risks and mitigation plans are as follows: Competitor Risk The business has faced increased competition and pricing pressure since the last few years.156. Measures have been taken for a more efficient working capital management.926.6% 94.001 6.537 894.183 75.Schneider Electric Infrastructure Limited Information Memorandum EXPENDITURE Raw Material and Component consumed Decrease/ (Increase) in inventories Employee costs Other manufacturing. the Company managed to take higher margin orders during the period.3% For critical accounting policies used in the preparation of accounts. especially public sector undertakings and this is having an impact on the Company’s cash flow. Commodity Price Risk The Company is exposed to the risk of price fluctuation on raw materials. has had a material impact on the profitability of the Company as margins booked at the time of taking the order could not be maintained during execution due to significantly higher input prices due to commodity prices. Despite market conditions. Increasing prices of raw material. the name of the Company had been changed to ‘Schneider Electric Infrastructure Limited’.0% 1. Commodity hedging policies have also been introduced. Action plans and initiatives have been launched to limit exposure to raw material prices and pass on price rise.338 64.

which may have some impact from some categories of customers while their respective internal databases are updated. All relevant orders taken under the legal entity ‘ALSTOM T&D’ need to be changed to ‘Schneider Electric Infrastructure Limited’. In addition. Page 102 of 140 . the change of name has been communicated to all customers of the Company.Schneider Electric Infrastructure Limited Information Memorandum tax registrations in all states of India.

000 Rs.000 CP No. The Company has filed a winding up petition against KLG Systel. The matter is pending Rs. The matter is pending before the Andhra Pradesh High Court for appointment of the arbitrator.00.00.1 By the Company Commercial and labour litigations: Description of Suit / Show cause notice etc.193 515 of 2007 The matter is pending before the Madras High Court. Rs. 241 of 2010 The matter is pending before the Andhra Pradesh High Court. prosecuted and enforced.57.00.00. Rs.1. The Company has filed a suit against Siddharth Constructions for recovery of the outstanding amounts due. The Company has filed an application for the appointment of an arbitrator in relation to its dispute with Bheema Cements for recovery of dues. The Company has filed a case against Megawin Switchgear Private Limited. if any proceedings are pending as of the Effective Date or initiated thereafter against ALSTOM T&D pertaining to the Demerged Undertaking. CP No. 1.000 Page 103 of 140 . Rs.21.000 CP no. 28. the same shall not abate.P. 1. The Company has filed a winding up petition against Crown Milk Speciality Private Limited. DEFAULTS AND MATERIAL DEVELOPMENTS 11.000 Arbitration No.000 (approximately) C. as if this Scheme of Demerger had not been made.Schneider Electric Infrastructure Limited Information Memorandum SECTION 11 .81. No. The matter is pending before the Punjab and Haryana High Court. for infringement of drawings.63. Below are details of the litigations involving the Company: 11. 19. 55 of 2011 The matter is pending before the Punjab and Haryana High Court. 59 of 2011 Rs. 38 of 2010 Rs.80.00. Salem & 2 others. 75 of 2009 Brief description of the dispute The Company has filed a winding up petition against Rana Sugars. 1. prosecuted and enforced by or against ALSTOM T&D. be discontinued or in any manner be prejudicially affected by reason of the Scheme of Demerger and the proceedings may be continued. 120/2011 CC No. 1. The Company has filed Current status Amount Claimed The matter is pending before the Punjab and Haryana High Court. 25. Kanpur.1 Company: As per the Scheme of Demerger. by or against the Company in the same manner and to the same extent as they would or might have been continued. The Company has filed a winding up petition against Bheema Cements.00.000 502 of 2006 The matter is pending before the Civil Judge (Senior Division).00.OUTSTANDING LITIGATIONS.63. Rs. 4.

1881 against Endura Control and Automation Private Limited.88. 28. 2046 of 2009 The matter is pending before the XVIII Metropolitan Magistrate. Saidapet. 22. The matter is pending before the Metropolitan Magistrate.00. CC No. 1881 against Rana Sugars. 8233/2010 CC No. The Company has filed a complaint under Section 138 of the Negotiable Instruments Act. Nampally.Schneider Electric Infrastructure Limited Information Memorandum Description of Suit / Show cause notice etc. Current status Amount Claimed before the XIV Additional Chief Metropolitan Magistrate. 794 of 2009 The matter is pending before the Chief Judicial Magistrate. 1653 of 2010 The Company has filed a complaint under Section 138 of the Negotiable Instruments Act.000 Page 104 of 140 .283 The matter is before the XIV Additional Chief Metropolitan Magistrate. Brief description of the dispute a complaint under Section 138 of the Negotiable Instruments Act. Chennai. Rs.15. Complaint 3439/1/11 No.000 The matter is pending before the Judicial Magistrate of First Class. Rs. Nampally. 1881 against Ravindra Brothers. 16. Rs.4147/11 The matter is pending before the Metropolitan Magistrate. Delhi. Rs.91. Allahabad. 19.000 CC No.000 CC No. Delhi. Rs. The Company has filed a complaint under Section 138 of the Negotiable Instruments Act. The Company has filed a complaint under Section 138 of the Negotiable Instruments Act. Dwarka. 1881 against Ravindra Kumar of Manisha Enterprises. 1881 against Endura Control and Automation Private Limited. 61. The Company has filed a complaint under Section 138 of the Negotiable Instruments Act. 1881 against Power Drive. The Company has filed a complaint under Section 138 of the Negotiable Instruments Act. Rs. 20. Hyderabad.00.00. 1881 against Shree Conveyors Private Limited. Delhi.000 CC No. Tis Hazari Court.

000 Rs. 108/10 The matter is pending before the Judicial Magistrate.66. Delhi. Current status Amount Claimed The matter is currently pending before the XIV Additional Chief Metropolitan Magistrate. Non collection of declaration forms.384. Commissioner (Appeals) and case remanded back for Amount claimed Rs. 1881 against Chandra Shekhar Chakraborty and Rita Agency. non submission of declaration forms. 76. Non collection of declaration forms. 2.250 824/2008 The matter is pending before the Metropolitan Magistrate. 16.00.Schneider Electric Infrastructure Limited Information Memorandum Description of Suit / Show cause notice etc. 10. CC No. Rs.645 Rs. Rohini. Input tax claim disallowed. Non collection of declaration forms. 82.200. Non collection of declaration forms. 14. non submission of declaration forms. The Company has filed a complaint under Section 138 of the Negotiable Instruments Act. Marketing Associates.000 CC No. Non submission declaration forms.810 Rs. Kolkata. 1881. 1881 against Endura Control and Automation Private Limited. Input tax claim disallowed. Alipore. 7.000 Sales tax litigations: Assessment year 1993-94 ( CST) 1997-98 (CST) 1997-98 (WBST) 2002-03 (CST) 2003-04 (CST) 2004-05 (CST/VAT) 2005-06 (VAT / CST) 2006-07 (VAT /CST0 2007-08 (VAT/CST) 2006-07 Brief description of the dispute Non collection of declaration forms.381. 1694 of 2010 Brief description of the dispute The Company has filed a complaint under Section 138 of the Negotiable Instruments Act. Current status Appeal filed with Jt.000 Rs.858. 168.000 Rs. Kolkata.475. 15.050 Rs. Non collection of declaration forms.000 Rs.200.792. Nampally.460 Page 105 of 140 .800. against Naveen Singhal.400. 3. 15. 33. Non collection of declaration forms. The Company has filed a complaint under Section 138 of the Negotiable Instruments Act. 10.500. Rs. Rs.000 Rs.564 Rs.

1948000/imposed by Jt.Schneider Electric Infrastructure Limited Information Memorandum Assessment year Brief description of the dispute 2006-07 2007-08 Seizure of fibre glass being transported from Rotary Electricals. Appeal filed with Tribunal and released after deposit of Rs.948.500.2.confirmed by DC vide order dated June 11. 5.500/as security deposit.600/. - Amount claimed Rs. Allahabad on charges of incomplete documentation. Seizure of Al. 1. 2005-06 BHU Project Sales Tax Assessment at Varanasi exparte order. 7.6 crores approximately.600 Rs. Remand hearing yet to be conducted.222 crores and amount of Rs. Mobile squad. Matter is pending with Jt. Demands confirmed by appeals vide order dated September 3. 2010-11 Demand of duty towards incomplete particulars in Form 38 against movement of cargo from Mumbai port to Allahabad. Commissioner vide order no.600 Rs.000 Page 106 of 140 . Commercial Tax at Allahabad. Current status fresh assessment. 40% of Rs. Commissioner (Corporate).17 crores demanded as security for provisional release of material. 29 lakhs towards security. 2011. Commissioner (Appeals). appeal filed with Jt. Provisionally released against deposit of Rs. 2009. 3.3 crores deposited.000 Rs.30. Haridwar to Naini plant without road permit. 3. Kolkata to Naini plant without road permit 2010-11 Seizure of transformer sold to M/s Singhal Enterprises by Assistant Commissioner.063 Rs. Thereby demand likely to be reduced by Rs. 5. 2010 Seizure held property by DC. 3.7. 18. Forms collected for Rs. Gland cable being transported from Bhagirathi. Demand of Rs.34. 05 dated June 29. Demand of Rs.

Ineligible CENVAT credit availed on repair services. 81. Set aside by Commissioner (Appeals).200 Kolkata High Court Chennai. Exemption claimed against alleged wrong certificate u/n 6/2002 Demand for erroneous sanction of refund claim Refund Claim allowed by Commissioner of Central Excise (Appeals). Demand of duty for exemption u/n 108/95 .131.546 Page 107 of 140 .888 Tribunal Delhi Rs.291 Rs. 1. - Amount claimed Rs. 50 lakhs. Amount claimed Rs. Under valuation of VIT tubes CAS 4 not considered by department for earlier period.Funded by JBIC (MarMay 2001). Wrong availment of CENVAT on IU transfer from SLW. LTU Rs. 361. Short payment of duty due to CAS 4 not followed. Appeal filed by LTU with CESTAT with stay application. 262.000.342.000 Rs. Commissioner Asstt.248 Rs.291 Rs. Benefit of admitted tax.Chennai CESTAT . 8. 60. Non collection of declaration form CST. Demand of duty for exemption u/n 108/95 . 2008 09 2005/06 Difference in interpretation.280.783 Rs.Chennai Rs. Commissioner Assistant Commissioner.822 Tribunal Delhi Rs. input tax & TDS certificates not given.276.586.444 Tribunal Delhi Rs.CESTAT Commissioner (Appeals) LTU CESTAT . Current status Case remanded back to the Assessing Authority. 3. 123. 680. 66. 5. 18.620 Asstt. demanding payment with interest.Funded by JBIC (MarMay 2001). (Appeals dropped the penalty Appeal filed by Department to Tribunal Delhi). Unconditional stay granted by Tribunal.379. 5. 1.638.Schneider Electric Infrastructure Limited Information Memorandum Assessment year 2007/08 Brief description of the dispute VAT Audit objections & exparte assessment done.208.260 Rs. 5. Non inclusion of 15% profit margin in transfer pricing. 1. Kolkata.731 Excise and Service Tax litigations: Forum Commissioner (Appeals) Allahabad Current status Seizure of spares while being transported to railway station alleging transportation without Invoice.725 Rs.944 Rs. Demand of duty for exemption u/n 108/95 .000 Rs.Funded by JBIC (MarMay 2001) Comm. Estimated risk will be only Rs.349.

798.Schneider Electric Infrastructure Limited Information Memorandum Forum Assistant Commissioner.255 Rs. Availment of input service credit on repair services carried out in the premises of the customer. 158. 240.211 Rs. LTU Assistant Commissioner.431 Rs. Assistant Commissioner. 2008 Availment of CENVAT credit of service tax paid on rent-a-cab service Availment of input service credit on repair services carried out in the premises of the customer.080 Rs. Availment of input service credit on repair services carried out in the premises of the customer. 141. LTU Joint LTU Commissioner. Availment of CENVAT credit of service tax paid on Rent-a-cab service. 18. Wrong availment of CENVAT credit on outward freight for services rendered prior to March 31. LTU Addl. 6. LTU Assistant Commissioner LTU Superintendent Assistant Commissioner Current status Wrong availment of CENVAT credit on outward freight for services rendered prior to March 31.032 Page 108 of 140 . 3. 2008. Commissioner.325 Rs. LTU Commissioner. LTU Assistant Commissioner.726 Rs. LTU Assistant Commissioner.106 Rs. 54. 35. 150.680 Rs.147 Rs. CENVAT credit taken on service tax paid on Out-door catering service. 75. Wrong availment of CENVAT credit on outward freight for services rendered prior to March 31. 25. Availment of CENVAT credit of service tax paid on rent-a-cab service. 4.446 Rs.631 Rs. Availment of CENVAT credit of service tax paid on Rent-a-cab service. CENVAT credit taken on service tax paid on Out-door catering service. 96. LTU Assistant Commissioner. CENVAT credit taken on service tax paid on Out-door catering service.574 Rs. CENVAT credit taken on Service tax paid on out-door catering service. Availment of input service credit on Amount claimed Rs.695 Rs. 52. LTU Assistant Commissioner. LTU Assistant Commissioner.701 Rs. 540. LTU Assistant Commissioner. Assistant Commissioner. Non payment of service tax on Trade mark fees. 59. 107. Availment of CENVAT credit of service tax paid on Rent-a-cab service. LTU Assistant Commissioner.139. LTU Addl.033 Rs. 2008 Availment of input service credit on repair services carried out in the premises of the customer.723 Rs.976 Rs. LTU Assistant Commissioner.

Schneider Electric Infrastructure Limited

Information Memorandum

Forum LTU Superintendent

Superintendent

Dy. Commissioner

Dy. Commissioner

Addl. LTU

Commissioner

Current status repair services carried out in the premises of the customer. CENVAT credit taken on Service tax paid on Out-door catering service. CENVAT credit taken on service tax paid on Out-door catering service. Service tax on royalty made at the time of payment and not at the time of provisioning. Service tax on royalty made at the time of payment and not at the time of provisioning. Service tax on royalty made at the time of payment and not at the time of provisioning.

Amount claimed

Rs. 2,604

Rs. 13,112

Rs. 104,276

Rs. 308,904

Rs. 547136

Mixed excise and service tax litigations, i.e. those that involve both ALSTOM T&D and the Company Forum Joint Commissioner, LTU Additional Commissioner, LTU Assistant Commissioner, LTU Assistant Commissioner Assistant Commissioner, LTU Assistant Commissioner, LTU Assistant Commissioner, LTU Assistant Commissioner, LTU Commissioner, LTU Assistant Commissioner, LTU Assistant Commissioner, LTU Assistant Commissioner, LTU Additional Commissioner, LTU Deputy Commissioner Additional Commissioner Additional Brief description of the dispute Payment of Service Tax on GTA through CENVAT (October 2005 – April 2006). Wrong availment of CENVAT credit on outward freight for services rendered prior to March 31, 2008. Availment of CENVAT credit of service tax paid on rent-a-cab service. Availment of CENVAT credit of service tax paid on rent-a-cab service. Availment of CENVAT credit of service tax paid on rent-a-cab service. Wrong availment of CENVAT credit on outward freight for services rendered prior to March 31, 2008. In eligible service tax credit on outward freight availed during December, 2007 to March, 2008. CENVAT credit availed on mobile service. Abatement availed while paying service tax on goods transport service without valid documents. Inputs cleared by availing concessional rate of customs duty under notification 25/99 re-exported as such. Inputs cleared by availing concessional rate of customs duty under notification 25/99 cleared as such to service centres. Inputs on which cenvat credit availed exported as such without any manufacturing activity. Availment of input service credit on repair services carried out in the premises of the customer. Non-Reversal of CENVAT Credit in respect of inputs removed as such for export. Clearence of mandatory spares under notification 6 of 2006. Captive consumption of relays in the manufacture of Amount claimed by the Company Rs. 1,241,144 Rs. 529,628 Rs. 97,636 Rs. 21,495 Rs. 102,671 Rs. 116,720 Rs. 204,644 Rs. 107,360 Rs. 1,597,811 Rs. 27,048 Rs. 15,412

Rs. 46,977 Rs. 120,084 Rs. 896 Rs. 584 Rs. 27,723
Page 109 of 140

Schneider Electric Infrastructure Limited

Information Memorandum

Forum Commissioner Commissioner, LTU Commissioner, LTU Deputy Commissioner, LTU Commissioner (Adj.), New Delhi

Brief description of the dispute control panels cleared under notification 6/2006. Non-payment of interest on duties paid belatedly through supplementary invoices. Non payment of Service Tax on trade mark fees. Wrong availment of service tax credit on rent a cab service. Exemption u/n 108/95 on Forged documents by M/s BANNARI AMMAN - (October 2003). Allegation of making forged documents was not on us. Besides demand amount has already been realized by Excise Dept. from M/s BANNARI AMMAN. Payment of Service Tax on GTA thru' CENVAT (AprilSept'05) Unconditional stay granted by Tribunal. Department filed appeal with High Court Allahabad. Non payment of interest on duty paid for supplementary invoices belatedly. Short payment of service tax on GTA claim of abatement disallowed. Credit availed on SAP maintenance charges not eligible. Captively consumed goods for manufacture of control panels without payment of duty under notification 67/95 subsequently cleared by availing exemption under notification 6/2006. Demand of amount equal to credit availed on mandatory spares cleared as such under notification 6 of 2006. Demand of amount equal to credit availed on mandatory spares cleared as such under notification 6 of 2006. Captively consumed goods for manufacture of control panels without payment of duty under notification 67/95 subsequently cleared by availing exemption under notification 6/2006. Captively consumed goods for manufacture of control panels without payment of duty under notification 67/95 subsequently cleared by availing exemption under notification 6/2006. Clearance of goods to Coastal Gujarat Power Limited under Notification 6 of 2006. Demand of amount equal to credit availed on mandatory spares cleared as such under notification 6 of 2006. Non payment of amount equal to CENVAT availed on inputs cleared as such for exports. Non payment of Interest on duty paid for supplementary invoices belatedly. Demand of amount equal to credit availed on mandatory spares cleared as such under notification 6 of 2006. Non payment of service tax on amount paid for the use of trade mark. Demand of amount equal to credit availed on mandatory spares cleared as such under notification 6 of 2006. Demand of amount equal to credit availed on mandatory spares cleared as such under notification 6 of 2006. Demand of amount equal to credit availed on mandatory

Amount claimed by the Company Rs. 407958 Rs. 5,916,454 Rs. 28722 Rs. 473,600

Tribunal, Delhi

Rs. 514,135

CESTAT, Chennai CESTAT, Chennai CESTAT, Chennai CESTAT, Chennai

Rs. 1,572,965 Rs. 83,175 Rs. 205,407 Rs. 2,152,560

CESTAT, Chennai CESTAT, Chennai CESTAT, Chennai

Rs. 1,200,000 Rs. 359,593 Rs. 597,038

Commissioner (Appeals), LTU

Rs. 511,835

CESTAT, Chennai Commissioner (Appeals), LTU Commissioner (Appeals), LTU CESTAT, Chennai Commissioner (Appeals), LTU Commissioner, LTU Commissioner (Appeals), LTU Commissioner (Appeals), LTU Commissioner

Rs. 296,126 Rs. 149,232 Rs. 29,131 Rs. 270,549 Rs. 396,105 Rs. 33,408,129 Rs. 412 Rs. 20,520 Rs. 50,177
Page 110 of 140

Schneider Electric Infrastructure Limited

Information Memorandum

Forum (Appeals), LTU Commissioner (Appeals), LTU

Brief description of the dispute spares cleared as such under notification 108/95. Captively consumed goods for manufacture of control panels without payment of duty under notification 67/95 subsequently cleared by availing exemption under notification 6/2006. Service Tax credit availed on Invalid documents as alleged by department. Non-payment of service tax on Provision created in Books /short payment of service tax on royalty and technical knowhow payments made under intellectual property right services. We are paying the ST subsequently on Royalty & Technical knowhow when the actual payment is made. But interest demand will be the dispute. Availment of credit in respect of inputs exported as such. Non payment of Interest on duty paid for supplementary invoices belatedly. Non payment of ST on trade mark fees.

Amount claimed by the Company Rs. 109,179

Commissioner (Appeals), LTU CESTAT, Chennai

Rs. 73,220 Rs. 10,115,494

Commissioner (Appeals), LTU CESTAT, Chennai CESTAT, Chennai

Rs. 15,086 Rs. 115,174 Rs. 6,742,164

Mixed sales tax litigations, i.e. those that involve both ALSTOM T&D and the Company Assessment Year 2005-06 (central) Brief description of the dispute Non collection of declaration forms. Non collection of declaration forms. Levy of purchase tax due to unregistered purchases made Levy of interest demand due to non collection of declaration forms. Current status Forms submitted Revised order expected. Forms submitted. Revised order expected. Forms submitted Revised order expected. 10% of interest deposited under interest waiver scheme on July 30, 2011. Order awaited for closure of case. 10% of interest deposited under interest waiver scheme on 30.07.2011. Order awaited for closure of case. Appeal filed before Additional Commissioner (Appeals). Stay granted for 40%. Amount claimed by the Company Rs. 500,000

2006-07(central)

Rs. 7,102,175

2006-07 (local)

Rs. 330,000

2001-02

Rs. 2,164,000

2002-03

Interest demand on Non collection of declaration forms.

Rs. 1,514,692

2007-08 (Jan Mar'08)

Non collection of declaration forms

Rs. 1,121,952

Page 111 of 140

729 dated September 9. This is departmental appeal Rs. Consultant is not having any related files. First appeal decided in our favour.92. Matter is pending with Jt. This is Department Appeal. 1. Demand for Sales Tax due to Non Collection of Forms. First appeal decided in our favour. Amount claimed by the Company Rs. 2011.299 1988-89 Stock transfer dispute. Department alleges that these are pre-determined interstate sales. Department alleges that these are pre-determined interstate sales. 25% of the penalty paid. 1. 4. Non furnishing of required documents for Export & other claims.439. This is departmental appeal. Pune on use of expired road permit (Form 38). Balance stayed by Tribunal Rs. Material hold by for non endorsement of L R (appeal filed but case to be settled.000/as security deposit. 87.456 Rs.9. Commissioner (Corporate). This is Department Appeal.Schneider Electric Infrastructure Limited Information Memorandum Assessment Year 2011-12 Brief description of the dispute Seizure of CRGO being purchased from POSCO INDIA. 452. Rs.000 1983-84 Stock transfer dispute.164 2007-08 Rs. Current status Provisionally released against deposit of Rs. 291. This is Department Appeal. Status not known.948. Rs.903 1986-87 Stock transfer dispute.976 1991-92 2009-10 Levy of penalty for wrong disclosure of turnover. Department alleges that these are pre-determined interstate sales.609.128. Seizure note no.654 Page 112 of 140 . First appeal decided in our favour. Commercial Tax at Allahabad. 9.

000 Writ No. demanding that the Company should provide him permanent employment. 35/2010 Brief description of the dispute Current status Amount claimed Rs.P. 50. His sons have filed an affidavit before the court for their nomination as Respondent.000 56026/2008 The matter is pending before the Allahabad High Court. Jeet Lal. All his dues were settled. Nand Lal has now filed an appeal before the High Court. Dharam Pal Singh had taken voluntary retirement with effect from January 9. a casual labour had filed a suit in the lower court against the Company. 2007. Ram Babu Jaiswal has now filed an appeal before the High Court. The matter is pending before the Allahabad High Court. 722 of 2010 Universal Logistics filed a complaint against General Insurance Company and others for the materials lost due to fire in the store of Universal Logistics on the basis that the material stored in the store was hazardous.A. demanding that the Company should provide him permanent employment. a casual labour had filed a suit in the lower court against the Company.41. 1999. Delhi. No. Rs. The matter was dismissed.000 Page 113 of 140 .S. a contract labour had filed a suit in the lower court against the Company.1. 13320/99 The matter is pending before the Allahabad High Court. R.926 38977/2008 Ram Babu Jaiswal.000 Writ No.80. The matter is pending before City Civil Court. Case No.2 Against the Company Description of Suit / Show cause notice etc.A. Yadav had raised an industrial dispute claiming that his date of birth was not correct and hence he had been prematurely superannuated. Tecsis GmBH has filed a civil suit against the Company. 50. 50. R. He has now raised this dispute that his date of birth in the records of the Company is incorrect and therefore has requested for relief. 27094/99 The matter is pending before the Allahabad High Court. Rs. Rs. 50. The Company has been made a party to this complaint. demanding that the Company should provide him permanent employment. 7. Yadav died on October 12. Rs. 8. Secunderabad. The matter Rs. Rs. The matter is pending before the National Consumer Disputes Redressal Commission. 50.000 55827/2008 The matter is pending before the Allahabad High Court.Schneider Electric Infrastructure Limited Information Memorandum 11. Nand Lal. The matter was dismissed.000 O.P.

47. Rs.000. Brajendra Pal Dwivedi has now filed an appeal before the High Court.382 for the period 1995-96 and 1996-97. Employee State Insurance Corporation has demanded Rs.60.000.438 Page 114 of 140 . 1. a casual labour had filed a suit in the lower court against the Company. 70. 50. Ashok K Vishwakarma.02. Rs. 77. Rs.438 from the Company for the period 1993-98. demanding that the Company should provide him permanent employment. Jeet Lal has now filed an appeal before the High Court. 1. Ashok K Vishwakarma has now filed an appeal before the High Court. a casual labour had filed a suit in the lower court against the Company. 216 of 2010 The matter is pending before the Calcutta High Court.305 for the period 1995-96 and 1996-97. 171/2009 The case is pending before the Employee Insurance Court. The High Court granted stay on the demand made by Employee State Insurance Corporation and directed it to produce all relevant documents pertaining to the demand & further The matter is pending before the Allahabad High Court.000 The matter is pending before the Allahabad High Court. 50.83. Employee Insurance Court has granted an injunction and has directed the Company to pay Rs. Employee State Insurance Corporation has demanded Rs. Brajendra Pal Dwivedi. 172/2009 was dismissed. The matter was dismissed.Schneider Electric Infrastructure Limited Information Memorandum Description of Suit / Show cause notice etc. Employee Insurance Court has granted an injunction and has directed the Company to pay Rs.382 WP No.000 The matter is pending before the Allahabad High Court. are casual labour who had filed a suit in the lower court against the Company. The matter was dismissed. Rs.83. Employee State Insurance Corporation has demanded Rs. demanding that the Company should provide them permanent employment. demanding that the Company should provide him permanent employment. The matter was dismissed.60. Rs. Brief description of the dispute Current status Amount claimed 55829/2008 56021/2008 56351/2003 TC No. 77.305 TC No. 50. Sarju Prasad and others have now filed an appeal before the High Court. Rs.000 The case is pending before the Employee Insurance Court. 3. Sarju Prasad along with others. 3.02.

A. 11. 8/1994 The matter is pending before the City Civil Court. Rs. EDF Energy Networks in the United Kingdom issued a claim for civil damages against T&D Holding. there are no other material litigations that have been disclosed by the respective promoters in their latest annual reports: 11. It is a matter between Sirdar Mirza and Basappa & Others.Schneider Electric Infrastructure Limited Information Memorandum Description of Suit / Show cause notice etc. Bangaloru. there are no litigations by or against the Directors.3 Directors: Presently. 1. Other than these material litigations. An appeal has been filed before Employee Insurance Tribunal. Employee State Insurance Corporation has demanded Rs. Amount Claimed The amount claimed specifically against ALSTOM Grid SAS is not specified by National Grid Electricity Transmission PLC The matter is pending before the High Court of London The amount claimed specifically against ALSTOM Grid SAS is not specified by EDF Energy Networks Page 115 of 140 .046 from the Company. This suit has been filed by Sirdar Mirza seeking damages for alleged illegal occupation of premises by Basappa and others. The claim for damages is based on alleged infringements of the European Community Treaty.1. AREVA and Siemens groups. 1.2.2 Promoters: Below are details of the material litigations involving the promoters.S No.046 O.21. 11. The Company has been made party to this suit as defendant no.21.1 ALSTOM Grid SAS Brief description of the dispute National Grid Electricity Transmission PLC in the United Kingdom issued a claim for civil damages against ALSTOM Grid SAS and other defendants including companies from the ABB. National Grid is relying on the European Commission decision in which it fined 11 multinational companies in the power sector (including ALSTOM Grid SAS) for their involvement in the Gas Insulated Switchgear cartel. N. ALSTOM Grid SAS and Current status The matter is pending before the High Court of London.7. 6. Brief description of the dispute Current status Amount claimed Employee Court 19. as appearing in their respective latest annual reports. The matter is pending before the Employee Insurance Court.99 Insurance 733A/70 directed that no coercive steps shall be taken by the corporation.

Amount Claimed Total liability may vary between USD 5 million to USD 46.4 Group Companies: Below are details of the material litigations in India involving the group companies. as appearing in the latest annual / auditors’ report of such entities: 11. American Power Conversion (India) Private Limited Brief description of the dispute Directorate of Revenue Intelligence.Schneider Electric Infrastructure Limited Information Memorandum Brief description of the dispute companies from the ABB and Siemens groups. 11. 2010 issued a show cause notice on the company alleging evasion of custom duty and excise aggregating to USD 46. for the period 2002 . Page 116 of 140 Current status The company is in process of replying to the show cause notice.2. 11.3 Promoter Group: None of the promoter group companies have reported any material litigation (by and against) in their respective latest annual reports. Current status Amount Claimed 11.2008. EDF is relying on the European Commission Decision in which it fined 11 multinational companies in the power sector (including T&D Holding and ALSTOM Grid SAS) for their involvement in the Gas Insulated Switchgear cartel. Customs. on July 23.1 American Power Conversion (India) Private Limited Description of Suit / Show cause notice etc.6 million (along with interest and penalty).1 above.2 T&D Holdings Please refer to the litigation disclosed under paragraph 11. The company deposited has Rs.2. The claim for damages is based on alleged infringements of the European Community Treaty. and (iii) clandestine removal of goods. (ii) variation in inventory. Bangalore v.4. Directorate of Revenue Intelligence.5 million . This evasion is alleged to be on account of (i) undervaluation of the products that were cleared to domestic tariff area.

KVAT. Special additional duty has been claimed for the period 2004-2005. Commercial Taxes.45 million Karnataka Tax on Entry of Goods Act. Value added tax has been claimed for the period 2006-2010. Income tax has been claimed for the period 2006-2007.80 million Page 117 of 140 . Pending before Dispute Resolution Panel. 1979 Rs. the strike from March 15.00. 2005 Rs. ITAT. Current status Amount Claimed Industrial Disputes Act. 51. 1961 Rs. 1947 The matter referred by government Industrial Bangalore. Delhi.75 million Andhra Pradesh Value Added Tax Act. Rs. Value added tax has been claimed for the period 2005-2006. Pending before Joint Commissioner. Bangalore. Entry tax has been claimed for the period 2006-2007.00.21 million Income-tax Act. and (iii) whether in pursuance of the above 2 demands. 62.A. Bangalore. KVAT. 2007 was justified or not. 0.50 million Income-tax Act. Bangalore. The dispute is between the employees and management of the company for: (i) reinstatement of 28 suspended employees. Brief description of the dispute 25. 2003 Pending before Joint Commissioner. Appeals. has been the State to the Tribunal. Pending before Deputy Commission. Bangalore. 1961 Pending before Bangalore. Karnataka Value Added Tax. 8. 1962 Rs. Pending before CESTAT.61 million Customs Act. 32. Custom duty has been claimed for the period 2007-2008. 9. Appeals. N. 1962 Pending before CESTAT. Income tax has been claimed for the period 2006-2007. Income tax has been claimed for the period 2005-2006. Rs. Bangalore. Hyderabad. 13. (ii) commencement of negotiations on charter of demands of the Karnataka Workers Union. 2007 to April 23. Rs. 1961 Pending before Dispute Resolution Panel.56 million Income-tax Act.Schneider Electric Infrastructure Limited Information Memorandum Description of Suit / Show cause notice etc. Rs.000 under protest with the department. 10.77 million Customs Act.

23.3 ALSTOM T&D Description of Suit / Show cause notice etc. Appeals.24. 1959 Appeals under Incometax Act.71.000 Orissa General Sales Tax Act.85.24.) Rs. Pending First/Second authority Pending First/Second authority. 1957 and Central Sales Tax Act. 2. 1944 Brief description of the dispute Work contract tax on interstate sale Current status Pending in the High Court of Andhra Pradesh. before appellate before appellate Rs. Amount Claimed Rs. 21.Schneider Electric Infrastructure Limited Information Memorandum Description of Suit / Show cause notice etc.14. 1961 Income-tax Act.2 ALSTOM Projects India Limited Description of Suit / Show cause notice etc. 1.14.02. 1.000 Rs.28. 80. 26. 72. 1957. Arbitration between ALSTOM T&D and Phoenix International Brief description of the dispute ALSTOM T&D has initiated an arbitration proceeding against Phoenix International for recovery of the advance payment made by Current status The arbitration proceeding is scheduled for December 16. Excise and Service Tax Appellate Tribunal. 1956 Bombay Sale Tax Act. Andhra Pradesh General Sale Tax (GST).41.000 Page 118 of 140 . Pending before Tamil Nadu High Court. Amount Claimed Rs. 52.4. Income tax has been claimed for the period 1999-2000. 6. 1947 and Central Sales Tax Act.00. 2011. 1961 Brief description of the dispute Income tax has been claimed for the period 2001-2002. Excise and Service Tax Appellate Tribunal.000 Excise duty Pending before Customs.04 million 11.000 11. 1944 Work contract tax on interstate sale Sales tax Transfer Adjustments Excise Duty pricing Rs.62. Pending before the High Court of Orissa.000 Work contract tax on interstate sale Rs. 1956 Tamil Nadu General Sales Tax Act.000 Rs.13. Pending before appellate authorities. 2. Pending before Customs. Current status Pending before Commissioner. 2.19. Pending before the High Court of Madras.000 Excise duty Pending before Customs. 1944 Central sale tax Rs. Income-tax Act. 2005 and Central Sale Tax (CST ) Act. Bangalore.83 million Rs. Amount Claimed (Approx. 1956 Central Excise Act.02.69. Excise and Service Tax Appellate Tribunal.11. Rs.000 Central Sales Tax Act. Andhra Pradesh Value Added Tax (VAT). 1956 Central Excise Act.4. 8.000 Rs. 1961 Central Excise Act.

Current status Amount Claimed (Approx.00. Phoenix International has filed a counter claim against ALSTOM T&D.000 (approximately) Page 119 of 140 . Rs. Singrauli.No.000 (approximately) 331 of 2006 The matter is currently pending before the High Court of Delhi.00. National Thermal Power Corporation Limited has filed an appeal against the order before the High Court of Delhi. CP No. 5. ALSTOM T&D had initiated arbitration against National Thermal Power Corporation Limited for recovery of dues.Schneider Electric Infrastructure Limited Information Memorandum Description of Suit / Show cause notice etc. 8767 of 2006 The matter is currently pending before City Civil Court.93 of 2009 The matter is currently pending before sub-court.1396/11 Raja Ram & Others The matter is currently pending before the Judicial Magistrate.00. Tambaram. 104 of 2011 The matter is currently pending before the High Court of Calcutta. 3.S. ALSTOM T&D has filed an appeal against the State of Tamil Nadu for an arbitrary increase in rent. Rs. Criminal case has been filed under Section 379 of the Indian Penal Code against 4 engineers of The matter is pending for arguments before the arbitrator. Brief description of the dispute ALSTOM T&D under agreement to lease.00.000 per annum with effect from 198788. First Class. 1. Rs.000 A. Rs.84.00. Karnataka Power Corporation has filed a suit for recovery against ALSTOM T&D under the contract for supply and commission of station level computer systems for Kadra and Kodasali power houses.12.) Arbitration between ALSTOM T&D and Power Grid ALSTOM T&D has initiated an arbitration proceeding against Power Grid for recovery of price variation charges in the Kathalguri and Deomali projects.000 Suit No.45.000 Criminal Case No. Rs.09. 30. ALSTOM T&D has filed a winding up petition against Ramsarup Industries Limited. Bangalore. 1. 3. Rs. The arbitral tribunal gave its decision in favour of ALSTOM T&D.

1881 against Ramsarup Industries Limited.00. ALSTOM T&D has filed a complaint under Section 138 of the Negotiable Instruments Act.096 Local Sales Tax Act Pending before Joint Commissioner (Appeals) 3.859 Central Sales Tax Act Pending before Revision Board (West Bengal) 68. Non submission of Declaration forms for the years 2002-03 Non submission of Declaration forms for the years1989-90. 2012.538 Page 120 of 140 . Madhya Pradesh. 14.090 Central Sales Tax Act Pending before Assistant Commissioner 4.054 Central Sales Tax Act Pending before Sr.Schneider Electric Infrastructure Limited Information Memorandum Description of Suit / Show cause notice etc. Amount Claimed (Approx. The matter is currently reserved for the award. Enhancement of turnover & non submission of declaration forms for the years 1988-89. Arbitration proceedings between CEC Projects Private Limited.679 Central Sales Tax Act Pending before Court of Kolkata High 7. 2005 and 2006 Non submission of Declaration forms for the years 1989 to 1991. 1993-94 & 2002-03 Non submission of Declaration forms for the years 2004. 1993-94. 2002 to 2004. Joint Commissioner (Appeals) 42.545 Central Sales Tax Act Pending before Deputy Commissioners (Various states) 9. 1997-98 & 2003-06 Non receipt of Central Forms & Input tax claim disallowed for the year 2007-08 Consignment Seizure case for the years 2006 to 2008 & 2009-10 Current status Waidhan. The dispute pertains to the claim for the civil work done by CEC Projects Private Limited. Rs. 1995-96.00. C/32689 of 2010 The matter is listed for January 12. 2005-06 & 2007-08. CEC Projects Private Limited filed an arbitration petition for appointment of an arbitrator before the High Court of Andhra Pradesh in relation to a dispute with ALSTOM T&D and others. ALSTOM T&D and others Brief description of the dispute ALSTOM T&D working on Essar project.) Rs.00.000 Case No. 1.000 Central Sales Tax Act Pending before Additional Commissioner 1.

2010.Schneider Electric Infrastructure Limited Information Memorandum Description of Suit / Show cause notice etc.660 thousand as at December 31.) 1. Potential income tax risk relating to certain disallowances and consequential interest relating to various assessment years Appeal pending before various appellate authorities The Company has deposited Rs. 1961 Challenging the constitutional validity of the retrospective amendment to Section 54EC of the Income Tax Act. Local Sales Tax Act Local Sales Tax Act Excise/Service tax Sales Tax Brief description of the dispute Consignment Seizure case for the year 2002-03 Levy of penalty for want of proof of export documents for the year 1991-92 Demand for payment of excise/service tax for various years Demands for pending concessional sales tax forms for various years Current status Pending before Joint Commissioner Pending before Sales Tax Tribunal Amount Claimed (Approx. 5000 thousand. 2006 issued by the Central government capping the investment in capital gains bond at Rs. 19. Pending writ petition before the Madras High Court 533. 1961 Income Tax Act.315 Not applicable - 150.061 975 Income Tax Act. The Company has an ongoing process for collection and submission of these forms and no liability is foreseen. 1961 by the Finance Act 2007 to legalize the notification dated December 22.151 Page 121 of 140 .791 710.

rights. as the directors think fit and may issue and allot shares in the capital of the company on payment in full or part of any property sold and transferred or for any services rendered to the company in the conduct of its business and any shares which may so be allotted may be issued as fully paid up shares and if so issued. trademarks.e. Post Office Jarod. the Transferee Company shall apply for and obtain fresh licenses to operate the Demerged Undertaking. The registered office of the Company is located at Milestone 87. allot or otherwise dispose of the same or any of them to such person. benefits. exemptions. i. quotas. certificates. Subsequently. including under customs. licenses. as well the operations of the Transferor Company without hindrance from the Appointed Date. allotments. source codes. India. entitlements. The Corporate Identity Number of the Company is U31900GJ2011PLC064420. for the time being. during such time and for such consideration. Subject to the provisions of Section 81 of the Act and these Articles. shall stand transferred to and vested in or shall be deemed to be transferred to and vested in the Company as if the same were originally given or issued to or executed in favour of the Company and the rights and benefits under the same shall be available to the Company. the shares in the capital of the company. VAT. approvals. entry tax laws and Foreign Trade Policy of Government of India in connection with or relating to the distribution business. Further. in such proportion and on such terms and conditions and either at a premium or at par or (subject to the compliance with the provision of Section 79 of the Act) at a discount and at such time. all permits. either at par or premium. such licenses shall be deemed to constitute separate licenses and the relevant or concerned authorities and/or licensors (as the case may be) shall endorse and/or mutate/substitute or record the separation upon filing of the Scheme of Demerger (as sanctioned by the High Courts) with such authorities and / or licensors after the Scheme of Demerger becomes effective. para-meterisation and scripts). consents. ‘Schneider Electric Infrastructure Limited’ on December 8. domain names. With the previous authority of the company in general meeting and sanction of the Company Law Board and upon otherwise complying with Section 79 of the Act.Schneider Electric Infrastructure Limited Information Memorandum SECTION 12 . powers. think fit and with sanction of the company in a general meeting. Vadodara-391510.1.1 Regulatory Approvals The Company was incorporated on March 12. If the separation of such Licenses is not permissible. all applications (including hardware.2 . shall be deemed to be fully paid-up shares. Dadar and Nagar Haveli. As per the Scheme of Demerger. to give to any person or persons the option or right to call for any shares. registrations. Halol Highway. then.2 12. shares of a class already issued. 2. shall be under the control of the Directors who may issue. entitlements. concessions and obligations of any nature whatsoever. issue at discount. licenses. the name of the Company was changed to its current name. as they may from time to time. Main Provisions of AoA General Heading Shares Particular 1. no-objection certificates. licenses. Gujarat. the option or right to call of shares shall not be given to any person or persons without the sanction of the company in a general meeting. copyrights. service tax. Village Kotambi. software. Gujarat. sales tax. benefits. service marks. facilities of every kind.REGULATORY AND STATUTORY DISCLOSURES 12. Vadodara. Page 122 of 140 12. excise. 2011 under the name ‘Smartgrid Automation Distribution and Switchgear Limited’ under the Companies Act. Provided that. liberties and advantages including those relating to privileges.1. 6. so as to facilitate the continuation of operations of the Demerged Undertaking in the Transferee Company. 2011 pursuant to a fresh certificate of incorporation consequent to change of name issued by the Registrar of Companies. permissions. trade names. patents. as per the terms of the Scheme of Demerger. incentives.1 12. goodwill. concessions. in case of the Licenses that are jointly held for the Demerged Undertaking and the Remaining Business. The authorized share capital of the company shall be the amount referred to in Clause V of the memorandum of association. the Board may. registrations.

as may be practicable. (b) Save as otherwise provided in (a) above. l87B. Not more than four persons shall be registered as joint holders of any share. (d) The Beneficial Owner of Securities shall be entitled to all the rights and benefits and be subject to all the liabilities of a Member in respect of his Securities. 1996 and the rules framed thereunder. where Securities are held in a Depository. Shares may be registered in the name of any person. (a) All Securities held by a Depository shall be dematerialized and be in fungible form. If a person opts to hold his security with a Depository. Save as herein otherwise provided. the company shall intimate such Depository the details of allotment of Security and on the receipt of the information. the Depository as the registered owner of the Securities shall not have any voting rights or any other rights in respect of the Securities held by it. except as ordered by a court of competent jurisdiction or as by statute. 16. 13. 9. 8. 1996 and the company shall in the manner and within the time prescribed therein. Notwithstanding anything contained in the Act or these Articles. Securities in Depositories to be in fungible form 14. l87C and 372A of the Act shall apply to a Depository in respect of the Securities held by it on behalf of the beneficial owners. Such a person who is the Beneficial Owner of the Securities may/can at any time. the required certificates of securities. if permitted by laws. (c) Every person holding Securities of the company and whose name is entered as the Beneficial Owner in the records of the Depository shall be deemed to be a Member of the company. Rights of Depositories and Beneficial Owners of Securities Furnishing information Depository of by Page 123 of 140 . the Depository shall enter in its record. 153B. the company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not. be bound to recognize any equitable or other claim to or interest in such share on the part of any other person. any security in the manner provided by the Depositories Act. the name of the allottee as the Beneficial Owner of the Security. company or other body corporate. (b) Nothing contained in Sections 153. in respect of. issue to the Beneficial Owner. 153A. 15 (a) Notwithstanding anything to the contrary contained in the Act or these Articles. the company shall be entitled to dematerialize its existing Securities as also rematerialize its Securities held in dematerialized form and/or offer Securities in dematerialized form pursuant to the Depositories Act. which are held by a Depository. opt out of the Depository. the records of the beneficial ownership may be served by such Depository on the company by means of electronic mode or by delivery of floppies or discs or in such other manner. Notwithstanding anything contained in these Articles.Schneider Electric Infrastructure Limited Information Memorandum General Heading Particular 7. The joint holders of a share shall be severally as well as jointly liable for the payment of all installments and calls due in respect of such share. a Depository shall be deemed to be the registered owner for the purposes of effecting transfer of ownership of Securities on behalf of the beneficial owner. Every person subscribing to or holding Securities of the company shall have the option to receive security certificates in accordance with provisions of the other Articles or to hold the same with a Depository. Power to dematerialize Options investors for 12.

(2) Application for the registration of the transfer of a share may be made either by the transferor or the transferee. (6) Every instrument of transfer shall be left at the office for registration. no registration shall in the case of a partly paid share. enter in the register. 1996. The company shall use a common form of transfer. indebted to the company on any account whatsoever.Schneider Electric Infrastructure Limited Information Memorandum General Heading Transfer of securities Particular 17. the name of the transferee in the same manner and subject to the same condition as if the application for registration of the transfer was made by the transferee. refuse to register any transfer of a share upon which the company has a lien and in case of a share not fully paid-up. the Board may refuse to register the transfer to a transferee of whom the Board does not approve. shall be deemed to be the Register and Index of Members and security holders. where such application is made by the transferor. if no such certificate is in existence. duly stamped and executed by or on behalf of the transferor and by or behalf of the transferee has been delivered to the company within the time prescribed by Section 108 of the Act. as the case may be for the purposes of these Articles. accompanied by the certificate of the share to be transferred or. the company shall unless objection is made by the transferee. The Register and Index of Beneficial Owners maintained by a Depository under the Depositories Act. if no such certificate is in existence. together with the certificate or. the letter of allotment of the share. without assigning any reason for such refusal. within two weeks from the date of receipt of the notice. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the register in respect thereof. Every forfeited or surrendered share held in a material form shall continue to bear the number by which the same was originally distinguished. the provisions of the Depositories Act. (b) In the case of transfer or transmission of marketable Securities where the company has not issued any certificates and where such Securities are being held in an electronic and fungible form in a Depository. 1996 shall apply. Each signature to such transfer shall be duly attested by the signature of one credible witness who shall add his address and occupation. the Board. (5) No transfer shall be made to a minor or person of unsound mind. (a) Nothing contained in Section 108 of the Act or these Articles shall apply to a transfer of Securities effected by a transferor and transferee. provided that. 22 (1) No number of shares shall be registered unless a proper instrument of transfer in accordance with the provision of Section 108 of the Act. Nothing contained in the Act or these Articles regarding the necessity of having distinctive numbers for securities issued by the company shall apply to the Securities held with a Depository. (3) The instrument of transfer of any share shall be in writing in the prescribed form and in accordance with the provision of Section 108 of the Act. (4) Subject to the provision of Section 111 of the Act. both of whom are entered as Beneficial Owners in the records of a Depository. provided that the registration of transfer of a share shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons. Subject to the provision of these Articles. Distinctive numbers of Securities Held in a Depository 18. may within two months from the date on which the instrument of transfer was delivered to the company. Page 124 of 140 Register and index of Beneficial owners Transfer of Shares . be effected unless the company gives notice of the application to the transferee in the manner prescribed by Section 110 of the Act.

subject to the regulations as to transfer herein before contained. one or more of such shares shall have some preference or special advantage as regards dividend. in its absolute discretion. grant of probate. that in the sub-division. certificate of death or marriage. Before recognizing any executor or administrator or other legal representative. transfer such share. may with the consent of the Board (which the Board shall not be bound to give). however.Schneider Electric Infrastructure Limited Information Memorandum General Heading Particular by the letter of allotment of the share and such other evidence as the Board may require to prove the title of the transferor or his right to transfer the share. capital. send to the transferee and the transferor. notice of the refusal. (10) Any committee or guardian of a lunatic or minor member or any person becoming entitled to or to transfer a share in consequence of the death or insolvency of any member upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article or of his title as the Board thinks sufficient. 87. to the provisions of Sections 85. it shall be lawful for the Board to dispense with the production of probate or Letters of Administration or such other legal representation upon such terms as to indemnity or otherwise as the Board. but nothing herein contained shall be taken to release the estate of a deceased joint holder from any liability on the share held by him jointly with any other person. nevertheless. be registered as a member in respect of such share. the Board may require him to obtain a Grant of Probate or Letters of Administration or other legal representation. (b) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum of association. Page 125 of 140 . as the case may be. no fee shall be charged for the registration of each transfer. voting or otherwise over or as compared with the others or other. Every instrument of transfer which shall be registered shall be retained by the company but any instrument of transfer which the Board may refuse to register. the proportion between the amount paid and the amount. have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled. shall be returned to the person depositing the same. (9) The executor or administrator of a deceased member or the holder of a succession certificate in respect of the share of such member (not being one of the several joint holders) shall be the only person recognized by the company as having any title to the share registered in the name of such member and in case of the death of any one or more of the joint holders of any registered share. if any. the company shall. (c) cancel any shares which at the date of the passing of the resolution. where the Board in its absolute discretion thinks fit. may consider adequate. (2) The resolution whereby any share is sub-divided may determine that. or may.(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares. subject. grant of letters of administration. 88 and 106 of the Act. (8) Unless otherwise determined by the Board. (7) If the Board refuses whether in pursuance of Article 40 or otherwise to register the transfer of any share. Alteration of Capital 24 (1) The company in a general meeting may from time to time:. shall be the same as it was in the case of the share from which the reduced share is derived. Provided nevertheless that in any case. the survivor shall be the only person recognized by the company as having any title to or interest in such share. as between the holders of the share resulting from such sub-division. unpaid on each reduced share. within two months from the date on which the instrument of transfer was lodged with the company. power of attorney or other instrument. from a competent Court in India.

as a result of direct subscription or private placement or so long as the Corporation holds shares in the company as a result of underwriting or direct subscription or the liability of the company arising out of the guarantee is outstanding and the Nominee Director/s so appointed in exercise of the said power shall ipso facto vacate such office immediately on the money owing by the company to the Corporation being paid off or on the Corporation ceasing to hold debentures/shares in the company or on the satisfaction of the liability of the company arising out of the Page 126 of 140 Directors . the Directors of the company are: (i) Anil Chaudhry (ii) Olivier Pascal Marius Blum (iii) Alexandre Henri Tagger (iv) Graham Johnson (3) Not less than two-thirds of the total number of Directors shall be persons whose period of office is liable to determination by retirement of Directors by rotation. LIC and UTI or any other financing corporation or credit corporation or any other financing company or body is hereinafter in this Article referred to as “the Corporation”) continue to hold debentures in the company by direct subscription or private placement or so long as the Corporation holds shares in the company as a result of underwriting or direct subscription or so long as any liability of the company arising out of any guarantee furnished by the Corporation on behalf of the company remains outstanding. from time to time. (6) The Nominee Directors so appointed shall hold the said office only so long as any moneys remain owing by the company to the Corporation or so long as the Corporation holds debentures in the company. (2) At the time of adoption of these Articles. Industrial Finance Corporation of India (IFCI). (5) The Board shall have no power to remove from office any of the Nominee Directors. IFCI. At the option of the Corporation. any person or persons as a Director or Directors. Also at the option of the Corporation. IFCI. so long as any moneys remain owing by the company to the Industrial Development Bank of India (IDBI). the number of the Directors of the company shall not be less than three nor more than twelve. Subject as aforesaid. of all or any of his shares. the Nominee Director shall be entitled to the same rights and privileges and be subject to the same obligations as any other Director of the company. such Nominee Director/s shall not. on such terms and conditions as shall be agreed. such Nominee Directors/s shall not be required to hold any share qualification in the company.Schneider Electric Infrastructure Limited Information Memorandum General Heading Particular (3) Subject to the provisions of Sections 100 to 105 inclusive of the Act. the Corporation shall have a right to appoint. the Board may accept from any member the surrender. LIC and Unit Trust of India (UTI) or any other financing corporation or credit corporation or any other financing company or body. 30 (1) Until otherwise determined by special resolution. (each of which IDBI. (4) Notwithstanding anything to the contrary contained in these Articles. ICICI. The Industrial Credit & Investment Corporation of India Limited (ICICI) and Life Insurance Corporation of India (LIC) or to any other finance corporation or credit corporation or to any other financing company or body out of any loans granted by them to the company or so long as IDBI. be liable to retirement by rotation of Directors. ICICI. whole time or non-whole time (which Director or Directors is/are hereinafter referred to as “Nominee Director/s”) on the Board of the company and to remove from such office any person or persons so appointed and to appoint any person or persons in his or their place/s. subject to the provisions of Section 255 of the Act.

in relation to such Nominee Director/s. (8) The company shall pay to the Nominee Director/s sitting fees and expenses to which the other Directors of the company are entitled. Any expenses that may be incurred by the Corporation or such Nominee Director/s in connection with their appointment or directorship shall also be paid or reimbursed by the company to the Corporation or. the sitting fees in relation to such Nominee Director/s shall also accrue to IDBI and the same shall accordingly be paid by the company directly to IDBI. such Nominee Director/s shall exercise such powers and have such rights as are usually exercised by or available to a whole time Director in the management of the affairs of the company. other than a Director appointed by The Industrial Credit and Investment Corporation of India Limited and/or Industrial Development Bank of India and/or Industrial Finance Corporation of India and/or Life Insurance Corporation of India and/or any other party under Article 90 hereof. the following persons are the Directors of the company: (i) Anil Chaudhry (ii) Olivier Pascal Marius Blum (iii) Alexandre Henri Tagger (iv) Graham Johnson (13) The Board shall have the power. shall also accrue to the Corporation and the same shall accordingly be paid by the company directly to the Corporation. (7) The Nominee Director/s appointed under this Article shall be entitled to receive all notice of and attend all general meetings. commission. (12) At the date of the adoption of these Articles. Such whole time Director/s shall be entitled to receive such remuneration. the sitting fees. whether beneficially or as a trustee or otherwise.Schneider Electric Infrastructure Limited Information Memorandum General Heading Particular guarantee furnished by the Corporation. (11) In the event of the Nominee Director/s being appointed as whole time Director/s. shall be holding in his own name or jointly with any other person. monies or remuneration in any form is payable to the Directors of the company. to such Nominee Director/s. monies and remuneration in relation to such Nominee Director/s shall accrue to the Corporation and the same shall accordingly be paid by the company directly to the Corporation. but if any other fees. Board meetings and of the meetings of the committee of which the Nominee Director/s is/are member/s as also the minutes of such meetings. (10) Provided further that if such Nominee Director is/are an officer/officers of the Reserve Bank of India. 100 Page 127 of 140 . commission and monies as may be approved by the Corporation. (14) Any Director so appointed shall hold office only up to the date of the next Annual General Meeting of the company and shall then be eligible for re-election. (9) Provided that if any such Nominee Director/s is/are an officer/officers of the Corporation. fees. to appoint any person as a Director as an addition to the Board but so that the total number of Directors shall not at any time exceed the maximum number fixed by these Articles. at any time and from time to time. (15) Unless otherwise determined by the company in general meeting the qualification of a Director. The Corporation shall also be entitled to receive all such notices and minutes. the fees. commission. as the case may be.

determine and. (20) The office of a Director shall ipso facto become vacant upon the happening of any of the events enumerated in Section 283 of the Act. obtain his qualification. in any financial year. on default of determination. materials or services or for underwriting Page 128 of 140 . payable by the company to each Director. if he is not already qualified. except for the purpose of filling vacancies. shareholder or otherwise and no such Director shall be accountable for any benefits received as a director or member of such company. equally) of one percent of the net profits of the company computed in the manner referred to in sub-section (1) of Section 198 of the Act. All other remuneration. within two months from his appointment as a Director. The Directors shall be entitled to be paid their reasonable traveling and hotel and other expenses incurred in consequence of their attending at Board and committee meetings or otherwise incurred in the execution of their duties as Directors. (22) A Director of this company may be or become a Director of any other company promoted by this company or in which it may be interested as a vendor. (18) If any Director. 309. whether in respect of his services as a Managing Director or a Director in the whole or part time employment of the company shall be determined in accordance with the subject to the provisions of these Articles and of the Act. from time to time. a Director who is required to hold qualification shares may act as a Director before acquiring such shares. subject to Sections 198.Schneider Electric Infrastructure Limited Information Memorandum General Heading Particular equity shares in the capital of the company. neither shall a Director be disqualified from contraction with the company either as vendor. quarterly or annual payment or by a percentage of profits or otherwise or partly by one way and partly by the other. each Director (other than a Managing or whole time Director of the company) shall be entitled to receive out of the funds of the company for his service in attending meetings of the Board or a committee of the Board. a fee of Rs. as provided in Section 309 of the Act and such remuneration may be either in addition to or in substitution for any other remuneration to which he may be entitled. act so long as the number is below the minimum. (19) The continuing Directors may act notwithstanding any vacancy in their body but so that if the number falls below the minimum above fixed the Board shall not. if any. 310 and 314 of the Act. the Board may remunerate the Director so appointed or so doing. (21) Any Director or other person referred to in Section 314 of the Act may be appointed to or hold any office or place of profit under the company or under any subsidiary of the company in accordance with the provisions of Section 314 of the Act. being willing. is appointed to an executive office either in whole time or part time or is called upon to perform extra services or to make special exertions in going or residing away from office for any of the purposes of the company or in giving special attention to the business of the company or as a member of a Committee of the Board then. Subject to the provisions of Section 297 of the Act. (17) Unless otherwise determined by the company in general meeting. The Directors (other than a Managing or Whole time Director of the company) shall also be entitled to receive a commission (to be divided between them in such manner as they may. 250 per meeting of the Board or a Committee of the Board attended by him. Every Director other than a technical Director or a Director appointed by the Central or a State Government shall file with the company a declaration specifying the qualification shares held by him. (16) Without prejudice to the restrictions imposed by Section 266 of the Act. but shall. purchaser or otherwise for goods. either by way of monthly.

Page 129 of 140 . or (b) any contract or arrangement entered into or to be entered into by the company with a public company in which the interest of the Director consists solely in his being a Director of such company and the holder of shares not exceeding in number or value the amount requisite to qualify him for appointment as a director thereof. or a firm in which such Director or relative is a partner or with any other partner in such firm or with a private company of which such Director is a member or director. take any part in the discussion of or vote on any contract or arrangement in which he is in any way. he having been nominated as such director by the company holding not more than two per cent of the paid up share capital of the company. that a Director is a director or a member of any specified body corporate or is a member of any specified firm and is to be regarded as concerned or interested in any subsequent contract or arrangement with that body corporate or firm shall be sufficient disclosure of concern or interest in relation to any contract or arrangement so made and. renewable in the last month of each financial year of the company. Every Director shall be bound to give and from time to time. (24) No Director shall. entered into or to be entered into. after such general notice. nor shall his presence count for the purpose of forming a quorum at the time. nor shall any Director so contracting or being such member or so interested be liable to account to the company for any profit realized by any such contract or arrangement by reason of such Director holding office or of the fiduciary relation thereby established. at least shall sign every instrument to which the Seal is affixed. it shall not be necessary to give special notice relating to any particular contract or arrangement with such body corporate or firm. provided such general notice is given at a meeting of the Board or the Director concerned takes reasonable steps to secure that it is brought up and read at the first meeting of the Board after it is given.Schneider Electric Infrastructure Limited Information Memorandum General Heading Particular the subscription of any shares in or debentures of the company nor shall any such contract or arrangement entered into by or on behalf of the company with a relative of such Director. The Board shall provide for the safe custody of the Seal and the Seal shall not be used on any instrument except by the authority of a resolution of the Board or a committee of the Board authorized by the Board in that behalf and save as provided in Article 15(1) hereof. as a Director. by or on behalf of the company not being a contract or arrangement entered into or to be entered into between the company and any other company where any of the Directors of the company or two or more of them together hold or hold not more than two percent of the paid up share capital in the other company shall disclose the nature of his concern or interest at a meeting of the Board as required by Section 299 of the Act. Seal 38. any two Directors or one Director and the Secretary or one Director and such other person. (23) Every Director who is in any way. A general notice. whether directly or indirectly concerned or interested in a contract or arrangement. as the Board may appoint. This prohibition shall not apply to (a) any contract of indemnity against any loss which the Directors or any of them may suffer by reason of becoming or being sureties or a surety for the company. of such discussion or vote. that any instrument bearing the Seal of the company and issued for valuable consideration shall be binding on the company notwithstanding any irregularity touching the authority of the Board to issue the same. Provided nevertheless. whether directly or indirectly concerned or interested. be avoided. renew a general notice as aforesaid in respect of all bodies corporate of which he is a Director or member and of all firms of which he is a member.

is as under: Page 130 of 140 .1 Statement of Tax Benefits The Statement of Tax Benefits applicable to the Company received from S. Batliboi & Co..Schneider Electric Infrastructure Limited Information Memorandum SECTION 13 – STATEMENT OF TAX BENEFITS 13. Chartered Accountants.R.

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Dadar and Nagar Haveli. 2011 sanctioning the Scheme of Demerger. Approval granted by BSE for listing of the Equity Shares dated March 13. respectively. 2011. Copy of the Tripartite Agreement entered into by the Company with the Registrar & Transfer Agent and NSDL. Order of the High Court of Delhi dated October 24. May 2. 2011. Copy of the letters issued by NSE. 2011. 2011 and May 9. Memorandum of Understanding with the Registrar & Share Transfer Agent. (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) Page 139 of 140 . 2012. Order of the High Court of Gujarat dated September 19. CSE and BSE dated April 21. 2012 granting relaxation from the applicability of Rule 19(2)(b) of the SCRR for listing of the Equity Shares. Copy of the Tripartite Agreement entered into by the Company with the Registrar & Transfer Agent and CDSL.Schneider Electric Infrastructure Limited Information Memorandum SECTION 14 . Annual Report containing the audited accounts of the Company as on September 30.OTHER INFORMATION Documents for Inspection (a) MoA and AoA of the Company along with Certificate of Incorporation and Certificate of Commencement of Business issued by the Registrar of Companies. Gujarat. SEBI letter dated March 13. Return of Allotment filed by the Company for allotment of Equity Shares pursuant to the Scheme of Demerger. according their no objection to the Scheme of Demerger. 2011 sanctioning the Scheme of Demerger.

We further certify that all disclosures made in this Information Memorandum are true and correct. 1992 or rules or regulations made there under of the guidelines/ circulars issued. the SEBI Act. 2012 Place: Noida Page 140 of 140 . as the case may be.Schneider Electric Infrastructure Limited Information Memorandum DECLARATION All the relevant information of the Companies Act and the guidelines issued by SEBI have been complied with and no statement made in this Information Memorandum is contrary to the provisions of the Companies Act. By order of the Board of Directors of Schneider Electric Infrastructure Limited ________________ Alexandre Tagger Director Date: March 14.

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