SEIL Information Memorandum vF

Schneider Electric Infrastructure Limited Information Memorandum

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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: [email protected]; Tel: 01204790000; Fax: 01204790286/88; and

Name: Mr. Viswanathan Babu; Email: [email protected]; 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.cse-india.com). This Information Memorandum is also available on the Company’s website http://www.schneider-infra.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: [email protected] Website: www.cbmsl.com


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


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SECTION 1 - GENERAL 1.1 Definitions and Abbreviations

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 Description

AIS Air insulated sub-station Appointed Date April 1, 2011 ALSTOM T&D / Transferor Company

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 Board of directors of the Company Companies Act Companies Act, 1956 Company / Transferee Company

Schneider Electric Infrastructure Limited, having its registered office at Milestone 87, Vadodara, Halol Highway, Village Kotambi, Post Office Jarod, Vadodara-391510, Gujarat, India

Depository A depository registered with SEBI under the SEBI (Depository and Participants) Regulations, 1996

Depositories Act The Depositories Act, 1996 Demerged Undertaking As defined in paragraph 6.1.2 of this Information Memorandum Directors Directors of the Company DTR Distribution transformer Effective Date November 26, 2011, i.e. the date on which the Scheme of Demerger

became effective Energy Grid Energy Grid Automation Transformers and Switchgears India Limited Equity Shares Equity shares of the Company having a face value of Rs. 2 each High Courts Hon’ble High Courts of Gujarat and Delhi Information Memorandum

This document filed with the Stock Exchanges

Listing Agreements The listing agreements to be entered into between the Company and each of the Stock Exchanges

Mixed Contracts 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

MNRE Ministry of New and Renewable Energy Orders 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

PDS Primary distribution system Record Date December 15, 2011, as determined by the board of directors of ALSTOM

T&D Registrar & Share Transfer Agent

C B Management Services (P ) Limited, having its registered office at P-22, Bondel Road, Kolkata–700 019, India

Remaining Business All the undertakings, businesses, activities and operations of ALSTOM T&D other than the Demerged Undertaking

Scheme of Demerger 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

SDS Secondary distribution system SEBI Circular Circular no. SEBI/CFD/SCRR/01/2009/03/09 dated September 3, 2009

issued by SEBI SEB State Electricity Board Stock Exchanges NSE, BSE and CSE where the Equity Shares are proposed to be listed


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Term Description T&D Transmission and distribution

Abbreviations

Term Description

AoA Articles of Association of the Company BSE Bombay Stock Exchange Limited CDSL Central Depository Services Limited CSE The Calcutta Stock Exchange Limited DP Depository Participant GAAP Generally Accepted Accounting Policies IFRS International Financial Reporting Standards MoA Memorandum of Association of the Company NSDL National Securities Depository Limited NSE The National Stock Exchange of India Limited SCRR Securities Contract (Regulations) Rules, 1957 SEBI Securities and Exchange Board of India

1.2 Certain conventions, Use of Market Data

Unless stated otherwise, the financial data in this Information Memorandum is derived from the Company’s financial statements prepared in accordance with Indian GAAP. The financial year of the Company commences on April 1 and ends on March 31 of the next year, so reference to a particular financial year is to the 12 month period ended March 31 of that year. 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 “India” contained in this Information Memorandum are to the Republic of India. All references to “Rs.”, “Rupees” or “INR” are to Indian Rupees, i.e. the official currency of India. For additional definitions, please see the definitions and abbreviations in the Section titled “General” in this Information Memorandum. Unless stated otherwise, industry and market data used throughout this Information Memorandum has been obtained from the published data and industry publications. 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. Although the Company believes that the industry and market data used in this Information Memorandum is reliable, it has not been independently verified. Data from these sources may also not be comparable. 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.

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.

1.3 Forward looking statements

This Information Memorandum contains words or phrases such as “will”, “believe”, “expect”, “will continue”, “estimate”, “intend”, “plan”, “future”, “objective”, “project”, “should” and similar expressions or variations of such expressions that are forward looking statements. Similarly, statements that describe the Company’s objectives, plans and goals are forward looking statements. Actual results may differ materially from those suggested by the forward looking statements due to risks, uncertainties and assumptions associated with the Company’s expectations with respect to, 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; Company’s ability to successfully implement its strategy, its growth and expansion;


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Company’s exposure to market risks and competitive landscape; General economic, business and political conditions in India and other countries, which have

an impact on the Company’s business activities or investments; Monetary and fiscal policies of India, inflation, deflation, unanticipated fluctuations in interest

rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally;

Changes in domestic and foreign laws, regulations and taxes and changes in competition in the industry; and

Technological changes.

For further discussion on factors that could cause the actual results to differ, please see the Section titled “Risk Factors” in this Information Memorandum. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. The Company does not have any obligation to and does not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not materialize.


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SECTION 2 - RISK FACTORS Introduction This is only a summary. 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. Unless specified or quantified in the relevant risk factors below, the Company is not in a position to quantify the financial or other implication of any of the risks described in this Section. 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. An investment in equity shares involves a high degree of risk. 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, the business, financial condition and operations of the Company could suffer, the trading price of the Equity Shares could decline and the investor may lose all or part of their investments. 2.1 Internal Risk Factors 2.1.1. The Company does not have an operating history, so it is difficult to estimate its future performance.

The Company has no operating history from which you can evaluate the business and future prospects and viability of the Company. You should not evaluate the Company’s prospects and viability based on the performance of ALSTOM T&D or the promoters of the Company. The Company cannot assure you about its future performance or that its business strategy will be successful.

2.1.2. Customers of the Company may have weak credit histories.

A significant part of the revenues may be derived from sales of the products to state-owned distribution companies, their successor distribution companies and other public and private procurers. 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, if at all. 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, including industry consumers. 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.

2.1.3. If the Company does not operate its facilities efficiently, it may incur increased costs and its business

prospects, financial condition and operators may be adversely affected. 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. If the Company is unable to manage its costs effectively or operate its units at optimal levels, the Company’s business prospects, financial condition and operations may be adversely affected.

2.1.4. Any dispute, proceeding or irregularity in title to properties leased or owned by the Company may adversely affect its business and operations. If any disputes in respect of properties of Company become the subject of court proceedings, such disputes may take several years and considerable expense to resolve. Any such disputes, proceedings or irregularities may have an impact on the business and operations of the Company.

2.1.5. 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. As a result of the Scheme of Demerger, the Company will require consent from regulatory authorities and other third parties, to transfer the assets, properties, contracts and licenses and permits forming part of the Demerged Undertaking, from ALSTOM T&D in favour of the Company. Any delay or non-receipt of these consents will hamper the operations of the Company and may have an adverse effect on the financial condition of the Company.

2.1.6. Non-fulfillment of obligations by ALSTOM T&D under the Mixed Contracts.


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As per the terms of the Scheme of Demerger, 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. Similarly, the Mixed Contracts that are mostly linked to the Remaining Business will be retained by ALSTOM T&D and will be sub-contracted by ALSTOM T&D to the Company for performance of its obligations thereunder. 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.

2.1.7. The Company engages contract workers for carrying out certain of its operations and the Company is responsible for paying the wages of such workers, if the independent contractors through whom such workers are hired default on their obligations, which could have an adverse effect on the Company’s operations and financial condition. In order to retain operational efficiencies and meet business exigencies, 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 has engaged around 88 contract workers at its various facilities. Although the Company does not engage these workers directly, the Company, as the principal employer, 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. Any requirement to fund their wage requirements may have an adverse impact on the Company’s operations and financial condition.

2.1.8. If operation at one or more of the Company’s units is disrupted, it could have an adverse effect on its business, financial condition and operations. The operation of the units may be disrupted for reasons that are beyond the control of the Company including explosions, fires, earthquakes and other natural disasters, breakdown, failure or substandard performance of equipment, improper installation or operation of equipment, accidents, operational problems, transportation interruptions, other environmental risks and labour disputes. In addition, the Company’s projects may also be targets of terrorist attacks or other civil disturbances. Furthermore, the Company relies on extremely sophisticated and complex machinery that is built by third parties and may be susceptible to malfunction. If such operational difficulties occur in the future, it may have an adverse effect on the Company’s business, financial condition and operations.

2.1.9. The Company is subject to various risks as a manufacturing company.

As a manufacturing company, the Company is subject to several risks, including:

• ability to hire skilled labour; • difficulty in predicting order volumes in advance; • ability to ensure unconstrained availability of raw materials at competitive prices; • limited flexibility in deploying highly specialized or custom-built equipment being used for

one project to another project; • issues in securing an adequate and uninterrupted supply of power for manufacturing

operations and at cost-effective rates; and • difficulty in selling custom-built equipment to third parties in the event of a customer default. The occurrence of any of these events, individually or in aggregate, could have an adverse effect on the Company’s business, prospects, financial condition and operations.

2.1.10. The Company may not have sufficient insurance coverage to cover all possible economic losses.


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The Company will rely upon insurance coverage to insure against damage and loss to its projects that may occur during construction and operation. Nevertheless, the insurance that the Company obtains may not be sufficient to protect it from all casualties and losses. Losses suffered due to inadequate coverage may have an adverse impact on the Company’s business, financial condition and operations.

2.1.11. There are outstanding litigations against the Company and some of the Company’s promoters, promoter group companies and group companies. The Company, its promoters, promoter group and group companies are involved in a number of legal proceedings that, if determined against the respective companies, could adversely impact the Company’s business and its financial condition. 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, the Company may need to make provisions in its financial statements, which may increase its expenses, contingent and current liabilities.

2.1.12. The Company’s success depends on its ability to attract and retain its key personnel. 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, management and running of its daily operations and the planning and execution of its business strategy. 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, the Company’s ability to realize its strategic objectives could be impaired. The loss of its senior management or other key personnel, particularly to competitors, could have an adverse effect on its business and operations. The Company’s performance also depends on its ability to attract and train highly skilled personnel. If the Company is unable to do so, it would adversely affect its business, prospects and operations.

2.1.13. The Company’s ability to pay dividends in the future will depend upon its future earnings, financial condition, cash flows, working capital requirements, capital expenditures and restrictive covenants in its financing arrangements. 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. The Company’s ability to pay dividends in the future will depend upon its future earnings, financial condition, cash flows, working capital requirements, capital expenditures and restrictive covenants in its financing arrangements. The Company’s future dividend policy will depend on its capital requirements and financing arrangements for projects, financial condition, operations and Government of India policy.

2.1.14. 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, results, financial condition and cash flows. The Company expects that the execution of new projects and its growth strategy may place significant strain on its management, financial and other resources. Further, continued expansion increases the challenges involved in financial and technical management, recruitment, training and retaining sufficient skilled, technical and management personnel and developing and improving the Company’s internal administrative infrastructure. The Company may intend to evaluate and consider expansion in the future to pursue existing and potential market opportunities. 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, financial condition and operations.

2.1.15. If the Company is unable to adapt to technological changes, its business could suffer. 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. The development and implementation of such technology entails technical and business risks. The Company cannot assure you that it will successfully implement new technologies effectively or adapt its systems to emerging industry standards. If the Company is unable, for technical, legal, financial or


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other reasons, to adapt in a timely manner to changing market conditions, customer requirements or technological changes, its business could be adversely affected.

2.1.16. Increase in interest rates will adversely affect the cost of the Company’s borrowings. The Company may borrow at a floating rate of interest in the future. Increase in interest rates will adversely affect the cost of the Company’s borrowings. The Company does not currently enter into any interest rate hedging or swap transactions in connection with its loan agreements. 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. Any increase in interest expense may have an adverse effect on the Company’s business, prospects, financial condition and operations.

2.1.17. 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, if selected, may not be finalized within the expected time frame or on expected terms. The Company may submit bids for various projects, from time to time. There might be delays in the bid selection process or its bid, it may not be selected or, if selected, 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, including an exercise of discretion by the government or customers. Further, there is no assurance that the Company will qualify to submit bids.

2.1.18. Separation of transmission and distribution businesses Prior to the effectiveness of the Scheme of Demerger, the transmission and distribution businesses of ALSTOM T&D were being carried out by one legal entity. As a result of the Scheme of Demerger, 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. 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, to that extent, depend on it being able to find partners having the necessary expertise, resources and market standing.

2.2 External Risk Factors 2.2.1 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, or at all. Prior to this Information Memorandum, 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, among other factors, variations in the Company’s operating results, market conditions specific to the power industry in India, developments relating to India and volatility in the Stock Exchanges.

2.2.2 Political, economic and social developments in India could adversely affect the Company’s business, financial conditional and operations. The central and state governments serve multiple roles in the Indian economy, including those of producers, consumers and regulators, which have significant influence on the power industry and the Company. 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, which in turn could adversely affect the Company’s business, financial condition and operations. Additionally, any political instability in India may adversely affect the Indian securities markets in general, which could also adversely affect the trading price of the Equity Shares.

2.2.3 A slowdown in the economic growth in India could adversely impact the Company’s business. The Company’s performance and the growth of its business are necessarily dependent on the performance of the overall Indian economy.


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According to the Central Statistics Office, overall (median) GDP at factor cost at constant (2004-05) prices showed a growth of 8.5% for the financial year 2011. 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, which in turn could adversely affect its business, financial condition and operations. India’s economy could be adversely affected by a general rise in interest rates, currency exchange rates and adverse conditions affecting agriculture, commodity and electricity prices or various other factors. Further, conditions outside India, 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. The Indian economy and financial markets are also significantly influenced by worldwide economic, financial and market conditions. A loss of investor confidence in the financial systems, particularly in other emerging markets, may cause increased volatility in Indian financial markets. The global financial turmoil, which grew out of the sub-prime mortgage crisis in the United States of America and the subsequent sovereign debt crisis in Europe, 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, led to a loss of investor confidence in worldwide financial markets. Indian financial markets also experienced the effect of the global financial turmoil, evident from the sharp decline in SENSEX, BSE’s benchmark index. Any prolonged financial crisis may have an adverse impact on the Indian economy, thereby having an adverse effect on the Company’s business, financial condition and operations.

2.2.4 The extent and reliability of Indian infrastructure could adversely impact the Company’s operations and financial condition. India’s physical infrastructure is less developed than that of many developed nations. Any congestion or disruption with its port, rail and road networks, electricity grid, communication systems or any other public facility could disrupt the Company’s normal business activity. Any deterioration of India’s physical infrastructure would harm the national economy, disrupt the transportation of goods and supplies and add costs to doing business in India. These problems could interrupt the Company’s business operations, which could have an adverse effect on its financial condition.

2.2.5 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 condition, operations and the price of the Equity Shares. The outbreak of an infectious disease in Asia or elsewhere or any other serious public health concern, such as swine influenza, could have a negative impact on the global economy, financial markets and business activities worldwide, which could adversely affect the Company’s business, financial condition, operations and the price of its Equity Shares. 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, financial condition, operations and the trading price of the Equity Shares.

2.2.6 If inflation worsens, the Company’s operations and financial condition may be adversely affected. In 2010-2011, India’s wholesale price inflation index suggested an increasing inflation trend compared to recent years. An increase in inflation in India could cause a rise in the price of transportation, wages, raw materials or any other of the Company’s expenses. If this trend continues, 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.

2.2.7 Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions. The Companies Act and related regulations, the Listing Agreements and the AoA govern the Company’s corporate affairs. Legal principles relating to these matters and the validity of corporate procedures, directors’ fiduciary duties and liabilities and shareholders’ rights may differ from those that would apply to a company in another jurisdiction. The rights of shareholders under Indian laws may


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not be as extensive as the rights of shareholders under the laws of other countries or jurisdictions. 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.

2.2.8 A decline in India’s foreign exchange reserves may affect liquidity and interest rates in the Indian economy, which could adversely impact the Company’s financial condition. A decline in India’s foreign exchange reserves could impact the valuation of the Rupee and result in reduced liquidity and higher interest rates, which could adversely affect its future financial condition. On the other hand, high levels of foreign funds inflow could add excess liquidity to the system, leading to policy interventions, which would also allow slowdown of economic growth. In either case, an increase in interest rates in the economy following a decline in foreign exchange reserves could adversely affect the Company’s business, prospects, financial condition, operations and the trading price of the Equity Shares.

2.2.9 Companies operating in India are subject to a variety of central and state government taxes and

surcharges. 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, income tax, value added tax, turnover tax, service tax, stamp duty and other special taxes and surcharges which are introduced on a temporary or permanent basis from time to time. Moreover, the central and state tax scheme in India is extensive and subject to change from time to time. For example, a new direct tax code is proposed to be introduced before the Indian Parliament. In addition, there is a proposal to introduce a new goods and services tax and the scope of the service tax is proposed to be enlarged. The central government may in the future increase the corporate income taxes they impose. 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. Additional tax exposure could adversely affect the Company’s business and operations.

2.2.10 The proposed adoption of IFRS could result in the Company’s financial condition, operations and cash flows appearing materially different than under Indian GAAP. 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, Government of India in January 2010. The convergence of certain Indian Accounting Standards with IFRS was notified by the Ministry of Corporate Affairs on February 25, 2011. 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 tax-related and other issues are resolved. The Company’s financial condition, operations and cash flows may appear materially different under IFRS than under Indian GAAP. This may have an effect on the amount of income recognized during that period and in the corresponding period in the comparative period. In addition, in the Company’s transition to IFRS reporting, it may encounter difficulties in the ongoing process of implementing and enhancing its management information systems.

2.2.11 Terrorist attacks, 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. 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. These acts may also result in a loss of business confidence, make travel and other services more difficult and ultimately adversely affect the Company’s business. In addition, any deterioration in relations between India and Pakistan might result in investor concern about stability in the region, which could adversely affect the price of the Equity Shares. India has also witnessed civil disturbances in past and it is possible that future civil unrest as well as other adverse social, economic and political events in India could have a negative impact on the Company. 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.


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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. The information presented in the Industry Overview in this Section has been extracted from publicly available documents and industry publications. 3.1 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 - Key World Energy Statistics, 2010). Power generation capacity in India has increased substantially over the recent years and as of October 31, 2011, India had a total installed capacity of 1,82,689.6 MW. The proposed capacity addition for power generation during the XI Five-year Plan (2007-12) is 78,700.4 MW and tentative capacity addition of approximately 1,00,000 MW has been envisaged under the XII Five-year Plan (2012-17) (Source: CEA Monthly Review, October 2011). However, the supply has not kept pace with the rapid growth of the Indian economy, despite relatively low per capita electricity consumption in comparison to other major economies.

108,866 119,166 125,077109,809100,715128,907

86,818 90,793 96,785 104,009 112,167 112,020

13.8%

16.6%

11.9%12.7%

10.3%

13.1%

0

50,000

100,000

150,000

200,000

250,000

300,000

FY 2007 FY 2008 FY 2009 FY 2010 FY 2011 FY 2012 (untilOct'11)

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

16.0%

Peak Demand Peak Availability Deficit (%)

MW

Peak Demand and Availability Gap

(Source: CEA Monthly Review, October 2011) Even the XI Five-year Plan has only added ~64% of its planned capacity until October 31, 2011. Slow pace of capacity addition compared to demand, creaking infrastructure and inordinately high T&D losses are primary reasons for acute power shortfall in the country. 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. A typical T&D system comprises of transmission lines, sub-stations, switching stations, transformers and distribution lines. The power sector continues to be affected by high aggregate technical and commercial losses estimated to be approximately 35%. High technical losses in the system are primarily due to inadequate investments over the years for system improvement works, which have resulted in unplanned extensions of the distribution lines, overloading of the system elements like transformers and conductors and lack of adequate reactive power support. Distribution is the last link in the power supply chain and serves as the interface between the consumer and the utility. In India, only state utilities (SEBs) undertake distribution, except in Delhi and Orissa, where it has been privatized.


Page 13 of 140

The central government has envisaged various distribution reforms aimed at improving the performance of SEBs and reducing power losses. The reforms, which include corporatization of SEBs and privatization of distribution, are underpinned by schemes like APDRP (Accelerated Power and Distribution Reform Programme) and RGGVY (Rajiv Gandhi Gramin Vidyutikaran Yojna). Overview of T&D Equipment Sector Fuelled by the momentum of growth in the power sector, the size of the Indian T&D equipments market in value terms, has more than quadrupled in the last 10 years. Demand for T&D equipments has been rising with new greenfield capacities being added, as well as replacement requirements for revamping and modernization of existing equipments. Other reasons for this growth include growth in other sectors (like telecom) and expansion of export market. 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, September 2007). Typical distribution equipments are disc type insulators, distribution transformers, current transformers and switchgear & control gear. 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. The following table lists the growth of various distribution related equipments according to the XI and XII Five-year plans:

Distribution Capacity Addition

Conservative Realistic Planned

Unit XI Plan XII Plan

XI Plan XII Plan

XI Plan XII Plan

Substation 66 or 33/11 kV

MVA 87,059 95,765 108,004 118,804 130,000 143,000

Substation 11/0.4 kV

MVA 125,127 137,639 143,205 157,525 162,000 178,200

Disc Type Insulators

# lakhs 4,735 5,250 5,821

REC Range (100kVA) 126,908 139,436 152,461 DT -> 100kVA 11kV/415V 321,2112 348,749 378,417

11 kV 584,171 661,983 743,575 33 kV 161,882 183,486 206,069

Switchgear – Circuit breakers

66 kV 29,207 33,090 37,169 Power Transformer 66kV &

33kV 381,468 432,186 485,452

11 kV 1,752,512 1,985,950 2,230,725 33 kV 485,646 550,457 618,207

Current Transformers

66 kV 89,962 101,876 114,547 Note: Conservative estimate is based on growth of the past 5 years. Realistic estimate is the mean of conservative and plan scenarios. XI Five-year plan refers to investment plan for 2007-12 and XII Five-year plan refers to investment period 2012-17. Source: IEEMA report on Overview of Indian Power Sector, September 2007 While the market has historically been dominated by the presence of large multi-national companies, the competition has been increasing in the sector with the entry of Chinese / Korean players. Further, as the state distribution utilities have started awarding separate tenders for substations and circuit breakers, it provides an opportunity for new players to participate in the distribution industry, thereby intensifying the competition. Distribution Transformers: Market Overview


Page 14 of 140

T&D utilities are the major end-users of distribution transformers in India. India is one of the major exporters of distribution transformer to over 100 countries (including United States of America, European Union, African countries, Malaysia, Singapore, Bangladesh and Gulf countries). Besides, India also imports distribution equipments from countries like China, Germany, United States of America, South Korea and Japan. India is largely dependent on the international markets for supply of various raw material inputs such as cold-rolled grain-oriented (CRGO) steel, transformer oil and others (Source: IEEMA report on Overview of Indian Power Sector, September 2007). With over 150 transformer manufacturers and suppliers, the Indian distribution transformers market is predominantly unorganized with few participants catering to the higher range of distribution transformer market. The organized participants include ABB, the Company (earlier as part of ALSTOM T&D), Bharat Heavy Electricals Limited, Voltamp Transformers Limited, Crompton Greaves Limited, Vijai Electricals, Kotsons Private Limited, Kirloskar Electric Co., EMCO Limited, Victory Transformers & Switchgears Limited and Transformers and Rectifiers India Limited. 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. 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. Additionally, most of the switchgear units have completed or are on the verge of completing their useful/operational life of ~15 years; this creates a huge market for replacement. New technologies and innovative additional features are also expected to drive the growth for suppliers in replacement / retrofitment market. The MV switchgear market is highly capital-intensive with high entry barriers with over 20 players in the market. However, only large Europe-based multinational companies like ABB, 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, Havells India, Megawin Switchgear and Controls & Switchgear Co. compete fiercely. 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, there has been an increased focus towards renewable sources of power. In fact, the MNRE has prepared a 6-year strategic plan for 2011-17 for development of renewable energy in India. MNRE plans to add 21,700 MW from renewable resources in the next 6 years, with solar energy contributing c.20% of this addition.

41,383

3,315

3,705

3,420

19,683

3,275

3,935

4,050

Cumulative(expected as onMarch 31, 2011)

FY2012 FY2013 FY2014 FY2015 FY2016 FY2017 Cumulative TotalTarget byFY2017

Year-wise Targets for Grid interactive Renewable Energy for the period 2011-17 (in MW)

(Source: Strategic plan for new and renewable energy sector for the period 2011-17, February 2011, MNRE) Total fund requirement for grid interactive renewable energy for the period 2011-2017 is Rs. 12,878 crores.


Page 15 of 140

Given the high cost of production, sustainability of renewable energy largely depends on the ability to increase distribution efficiency and curtailing losses. However, the current distribution network makes the renewable power generation commercially unviable because of its inefficiency. Hence, distribution equipment market is expected to grow with high replacement demand and new demand to cater to the renewable power generation. Additionally, deployment of renewable and distributed generation technologies will affect the design and operation of the distribution network leading to increasing need for automation. 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. It brings together the advancements in information technology and telecommunications sector – embedded sensing, computing and ubiquitous communications – to deliver a safer, more efficient, reliable and more resilient energy system. 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.

3.2 Business Overview 3.2.1 The Company was incorporated on March 12, 2011 under the 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.

3.2.2 The Company is engaged in the business of manufacturing, designing, building and servicing

technologically advanced products and systems for electricity network, including products such as transformers, medium voltage switchgears, protection relays and electricity distribution management systems and software.

3.2.3 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, which became effective on November 26, 2011. The Company has 9 manufacturing facilities in India spread over 5 locations, i.e. in Vadodara (3 units), Kolkata (2 units), Chennai (1 unit), Naini (2 units) and Noida (1 unit) and has 4 regional offices and 13 branch/sales offices located across the country.

3.2.4 The business of the Company consists of the following 5 main activities:

(i) Manufacturing, designing, building and servicing products and equipments of a voltage lower than or equal to 52 kv for electrical switchgears, which are identified as SDS and PDS including the global research and development associated activities;

(ii) Transformer activity indentified as DTR (harmony, melody power, melody, VPI, resiglass,

furnace and equivalent ranges) which is generally of a voltage up to 132 kv but not limited to it;

(iii) Automation activities resulting from the SAS ‘product line’ which include the ‘MICOM’

range of protection relays, the products of the Pacis SCADA family, its associated research and development facility, control and relay panel manufacturing activity in Noida and the production and support resources for the associated business based in Chennai;

(iv) 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; and

(v) Service activities, which include carrying out services relating to all medium voltage

switchgears and systems.


Page 16 of 140

3.2.5 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.

3.3.6 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.

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.

Wide geographical reach: The Company has nation-wide presence by way of manufacturing

facilities and regional, sales / branch offices which helps in tapping all the major customers of the power sector.

High level of localization: The Demerged Undertaking that was earlier part of ALSTOM

T&D, benefits from the presence of ALSTOM T&D in Indian markets for over 50 years, which adds to the better understanding of local industry dynamics. The Company has successfully industrialized its product offerings to the market giving it cost and delivery time advantage.

3.2.7 Strategy: The Company, as part of ALSTOM T&D, had undertaken greenfield capacity expansion project in 2007 which was successfully completed in 2009. It has made significant investment in adding new manufacturing capacities, acquiring new technologies and upgrading its existing capacities. The expansion program has enabled the Company to take a market leadership position in the power distribution sector.

In future, 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.


Page 17 of 140

SECTION 4 – GENERAL INFORMATION ABOUT THE COMPANY 4.1 Incorporation

The Company was incorporated on March 12, 2011 under the 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 Corporate Identity Number of the Company is U31900GJ2011PLC064420. The registered office of the Company is located at Milestone 87, Vadodara, Halol Highway, Village Kotambi, Post Office Jarod, Vadodara-391510, Gujarat, India.

4.2 Registered Office

Milestone 87, Vadodara, Halol Highway Village Kotambi, Post Office Jarod Vadodara-391510

Gujarat, India Tel: 02668663160 Website: http://www.schneider-infra.in/ Contact Persons: (i) Mr. C.S. Ashok Kumar; Email: [email protected]; Tel: 01204790000; Fax: 01204790286/881 (ii) Mr. Viswanathan Babu; Email: [email protected]; Tel: 02668663160 4.3 Board of Directors

The Board of Directors comprises of:

S. No. Name Designation 1. Vinod Kumar Dhall

Chairman (non-executive)

2. Prakash Kumar Chandraker

Managing Director

3. Anil Chaudhry

Director (non-executive)

4. Olivier Pascal Marius Blum


5. Alexandre Henri Tagger

Director & CFO

6. Ranjan Pant Director (non-executive)

For further details of the Board of Directors, please see the Section titled “History and Certain Corporate Matters” in this Information Memorandum.

4.4 Company Secretary and Compliance Officer Mr. C.S. Ashok Kumar 4.5 Statutory Auditor

S.R. Batliboi & Co., Chartered Accountants, having its office at Golf View Corporate Tower-B, Near DLF Golf Course Sector 42, Sector Road, Gurgaon, Haryana-122002, India.


Page 18 of 140

4.6 Bankers to the Company

(i) BNP Paribas, East Towers (Sood Towers), Ist Floor, 25 Barakhamba Road, New Delhi-110001, India;

(ii) The Hongkong & Shanghai Banking Corporation Limited, 3rd Floor, Birla Towers 25 Barakhamba Road, New Delhi-110001, India; and

(iii) Citibank N.A., 124 Jeevan Bharti Building Connaught Circus, New Delhi-110001, India.

4.7 Registrar & Share Transfer Agent

C B Management Services (P ) Limited Address: P 22 Bondel Road, Kolkata-700019, India

Tel: 033 4011 6700; Fax 033 2287 0263 Contact Person: Shankar Ghosh; Email: [email protected]

Website: www.cbmsl.com

4.8 Authority for Listing

The High Courts, 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, pursuant to Sections 391 to 394 of the Companies Act. The salient features of the Scheme of Demerger are set out in the Section titled “Scheme of Demerger” in this Information Memorandum. In accordance with the Scheme of Demerger, the Equity Shares issued by the Company to the shareholders of ALSTOM T&D, shall be listed and admitted for trading on the Stock Exchanges. 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, as may be prescribed by the Stock Exchanges at the time of application by the Company seeking listing.

4.9 Eligibility Criterion

Since in the present case, there is no initial public offering or rights issue, the eligibility criteria in terms of Chapters III and IV of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 are not applicable. However, in terms of the SEBI Circular, SEBI has by its letter dated March 13, 2012 relaxed the strict enforcement of the requirement of Rule 19(2)(b) of the SCRR, in relation to listing of Equity Shares pursuant to the Scheme of Demerger under Sections 391 to 394 of the Companies Act. The Company has submitted this Information Memorandum to the Stock Exchanges containing information about itself and other relevant disclosures. This Information Memorandum is available to the public on the websites of NSE (www.nseindia.com), BSE (www.bseindia.com) and CSE (www.cse-india.com). The Company has made this Information Memorandum available on its website http://www.schneider-infra.in/.

Before commencement of trading, 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, containing details in accordance with the requirements set out in the SEBI Circular. The advertisement will draw specific reference to the availability of this Information Memorandum on the Company’s website.

4.10 Prohibition by SEBI

The Company, its Directors, its promoters and promoter group companies have not been prohibited from accessing the capital markets under any order or direction passed by SEBI.

4.11 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. All information shall be made available by the


Page 19 of 140

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.

4.12 Disclaimer – NSE

As required, a copy of this Information Memorandum has been submitted to NSE. NSE has by its letter dated April 21, 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, 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. NSE does not in any manner: warrant, 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 NSE; or take any responsibility for the financial or other soundness of the Company. It should not for any reason be deemed or construed to mean that this Information Memorandum has been cleared or approved by NSE. Every person who desires to apply for or otherwise acquires any securities of the Company may do so pursuant to an independent inquiry, investigation and analysis and shall not have any claim against NSE whatsoever by reason of any loss, 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.

4.13 Disclaimer – BSE

As required, a copy of this Information Memorandum has been submitted to BSE. BSE has by its letter dated May 9, 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, 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. BSE does not in any manner: warrant, 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; or take any responsibility for the financial or other soundness of the Company. It should not for any reason be deemed or construed to mean that this Information Memorandum has been cleared or approved by BSE. Every person who desires to apply for or otherwise acquires any securities of the Company may do so pursuant to an independent inquiry, investigation and analysis and shall not have any claim against BSE whatsoever by reason of any loss, 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.

4.14 Disclaimer – CSE

As required, a copy of this Information Memorandum has been submitted to CSE. CSE has by its letter dated May 2, 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, 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. CSE does not in any manner: warrant, 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 CSE; or


Page 20 of 140

take any responsibility for the financial or other soundness of the Company. It should not for any reason be deemed or construed to mean that this Information Memorandum has been cleared or approved by CSE. Every person who desires to apply for or otherwise acquires any securities of the Company may do so pursuant to an independent inquiry, investigation and analysis and shall not have any claim against CSE whatsoever by reason of any loss, 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.

4.15 Filing

This Information Memorandum has been filed with the Stock Exchanges.

4.16 Listing

Applications have been made to the Stock Exchanges for permission to deal in and for an official quotation of the Equity Shares. The Company has nominated NSE as the designated stock exchange for the listing of the Equity Shares. The Company has taken steps for completion of necessary formalities for listing and commencement of trading at all the Stock Exchanges.

4.17 Demat Credit

The Company has executed Tripartite Agreements with the Registrar & Share Transfer Agent and the Depositories, i.e. NSDL and CDSL, respectively, for admitting its securities in demat form and has been allotted ISIN - INE839M01018.

4.18 Previous Rights and Public Issues

The Company has not, in the past, undertaken any rights issue or public issue.

4.19 Commission and brokerage on previous issues

Since the Company has not issued shares to the public in the past, 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.

4.20 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.

4.21 Stock Market Data for Equity Shares

The Equity Shares are not listed on any stock exchange. The Company is seeking approval from the Stock Exchanges for listing of its Equity Shares through this Information Memorandum.


Page 21 of 140

SECTION 5 – CAPITAL STRUCTURE AND SHAREHOLDING PATTERN 5.1 Share capital of the Company: 5.1.1 Share capital of the Company pre-Scheme of Demerger:

Particulars Aggregate value at face

value (Rs.) Authorized Share Capital 5,00,000 Equity Shares of Rs. 2 each 10,00,000 Issued and Subscribed Share Capital 5,00,000 Equity Shares of Rs. 2 each 10,00,000

The initial issued and subscribed Equity Shares were not paid-up pre-Scheme of Demerger.

5.1.2 Share capital of the Company post-Scheme of Demerger:

Particulars Aggregate value at face

value (Rs.) Authorized Share Capital 25,00,00,000 Equity Shares of Rs. 2 each 50,00,00,000 Issued, Subscribed and Paid-up Share Capital 2,39,104,035 Equity Shares of Rs. 2 each 47,82,08,070

Notes to the Capital Structure:

(i) Authorized Share Capital:

- The Company was incorporated with an authorized share capital of Rs. 10,00,000 divided

into 5,00,000 equity shares of Rs. 2 each.

- The authorized capital of the Company was subsequently increased from Rs. 10,00,000 to Rs. 50,00,00,000 divided into 25,00,00,000 equity shares of Rs. 2 each by a special resolution passed on November 23, 2011.

(ii) Issued, Subscribed and Paid-up Share Capital:

- The Company was incorporated with an issued and subscribed share capital of 5,00,000

equity shares of Rs. 2 each. In terms of the Scheme of Demerger, the Company issued 23,91,04,035 equity shares to the shareholders of ALSTOM T&D and the shares held by ALSTOM T&D in the Company stand cancelled.

5.1.3 Share Capital History of the Company:

Date of Allotment

No. of Equity Shares

Face Value (Rs.)

Cumulative Capital

(Rs.)

Nature of Allotment / Remarks

Consideration

March 12, 2011

5,00,000 2 10,00,000

Subscribers to MoA

These shares were nil paid-up

December 16, 2011

23,91,04,035 2 47,82,08,070 These shares were issued as consideration for the Scheme of Demerger to the shareholders of ALSTOM T&D

-


Page 22 of 140

5.2 Shareholding Pattern

5.2.1 Shareholding pattern of the Company pre-Scheme of Demerger:

Total Shareholding as % of Total No. of Equity Shares

Equity Shares Pledged or Otherwise Encumbered

Category Code

Category of Shareholder

No. of Share

holders

Total No. of Equity

Shares

No. of Equity Shares held in

Dematerialized Form

As a % of (A+B)

As a % of (A+B+C)

Number of Equity Shares

As a Percentage

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) = (VIII) / (IV)*100

(A) Promoter and Promoter Group

(1) Indian 0 0 0 0 0 0 0 (a) Individuals/ Hindu

Undivided Family 0 0 0 0 0 0 0

(b) Central Government/ State Government(s)

0 0 0 0 0 0 0

(c) Bodies Corporate 1* 5,00,000 0 100 100 0 0 (d) Financial Institutions/

Banks 0 0 0 0 0 0 0

(e) Any Other (specify)

0 0 0 0 0 0 0

Sub-Total (A)(1) 1* 5,00,000 0 100 100 0 0 (2) Foreign (a) Individuals (Non-

Resident Individuals/ Foreign Individuals)

0 0 0 0 0 0 0

(b) Bodies Corporate 0 0 0 0 0 0 0 (c) Institutions 0 0 0 0 0 0 0 (d) Any Other (specify) 0 0 0 0 0 0 0

Sub-Total (A)(2) 0 0 0 0 0 0 0 Total Shareholding of

Promoter and Promoter Group (A)= (A)(1)+(A)(2)

1* 5,00,000 0 100 100 0 0


Page 23 of 140



Category Code


No. of Share

holders

Total No. of Equity

Shares


Dematerialized Form

As a % of (A+B)

As a % of (A+B+C)


As a Percentage


(B) Public shareholding (1) Institutions (a) Mutual Funds/UTI 0 0 0 0 0 0 0 (b) Financial Institutions/

Banks 0 0 0 0 0 0 0

(c) Central Government/ State Government(s)

0 0 0 0 0 0 0

(d) Venture Capital Funds 0 0 0 0 0 0 0 (e) Insurance Companies 0 0 0 0 0 0 0 (f) Foreign Institutional

Investors 0 0 0 0 0 0 0

(g) Foreign Venture Capital Investors

0 0 0 0 0 0 0

(h) Any Other (specify) 0 0 0 0 0 0 0 Sub-Total (B)(1) 0 0 0 0 0 0 0

(2) Non-institutions 0 0 0 0 0 0 0 (a) Bodies Corporate 0 0 0 0 0 0 0 (b) Individuals -

i. Individual shareholders holding nominal share capital up to Rs. 1 lakh.

ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh.

0 0 0 0 0 0 0

(c) Any Other (specify) 0 0 0 0 0 0 0 Sub-Total (B)(2) 0 0 0 0 0 0 0


Page 24 of 140



Category Code


No. of Share

holders

Total No. of Equity

Shares


Dematerialized Form

As a % of (A+B)

As a % of (A+B+C)


As a Percentage


Total Public Shareholding (B)= (B)(1)+(B)(2)

0 0 0 0 0 0 0

TOTAL (A)+(B) 0 0 0 0 0 0 0 (C) Shares held by

Custodians and against which Depository Receipts have been issued

0 0 0 0 0 0 0

GRAND TOTAL (A)+(B)+(C)

1* 5,00,000 0 100 100 0 0

*ALSTOM T&D held the entire capital, in its own name and through its six nominees. 5.2.2 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

Shares pledged or otherwise encumbered

Category Code

Category of shareholder

Number of shareholders

Total number of

shares

Number of shares held in dematerialized

form

As a percentage of (A+B)

As a percentage

of (A+B+C)

Number of Shares

As a percentage of

(A+B+C)

I II III IV V VI VII VIII IX= (VIII)/(IV)*10

0 (A) Shareholding of

Promoter and Promoter Group

N.A. N.A.


Page 25 of 140

Total shareholding as a percentage of total number of shares


Category Code



Total number of

shares


form


As a percentage

of (A+B+C)

Number of Shares

As a percentage of

(A+B+C)


0 1 Indian

(a) Individuals Hindu Undivided Family

0 0 0

(b) Central Government/ State Government(s)

(c) Bodies Corporate 0 0 0 0.00 0.00 (d) Financial Institutions/

Banks

(e) Any Other ( Specify ) Sub Total (A)(1) 0 0 0 0.00 0.00 0 0.00

2 Foreign (a) Individuals (Non-

Resident individuals/ Foreign Individuals

(b) Bodies Corporate 5 17,54,92,524 13,54,26,629 73.40 73.40 (c) Institutions (d) Any Other ( Specify )

Sub Total (A)(2) 5 17,54,92,524 13,54,26,629 73.40 73.40 0 0.00 Total Shareholding of

Promoter and Promoter Group (A)=(A)(1)+(A)(2)

5 17,54,92,524 13,54,26,629 73.40 73.40 0 0.00

(B) Public shareholding N.A. N.A. B 1 Institutions (a) Mutual Funds/ UTI 29 1,27,32,964 1,27,29,464 5.33 5.33 (b) Financial Institutions/

Banks 18 1,24,765 1,16,750 0.05 0.05

(c) Central Government/ 1 605 0 0.00 0.00


Page 26 of 140



Category Code



Total number of

shares


form


As a percentage

of (A+B+C)

Number of Shares

As a percentage of

(A+B+C)


0 State Government(s)

(d) Venture Capital Funds (e) Insurance Companies 10 2,13,62,424 2,13,62,424 8.93 8.93 (f) Foreign Institutional

Investors 29 18,95,848 18,91,398 0.79 0.79

(g) Foreign Venture Capital Investors

(h) Any Other ( Specify ) Sub Total (B)(1) 87 3,61,16,606 3,61,00,036 15.10 15.10 0 0.00

B 2 Non-institutions (a) Bodies Corporate 949 41,11,153 39,97,723 1.72 1.72 (b) Individuals I Individual shareholders

holding nominal share capital up to Rs. 1 lakh

55,216 2,16,28,645 1,64,21,303 9.05 9.05

II Individual shareholders holding nominal share capital in excess of Rs.1 lakh

6 8,83,072 8,83,072 0.37 0.37

(c) Any Other ( Specify) (c-i) NRI 823 7,08,796 6,01,476 0.30 0.30 (c-ii) Foreign National 3 605 200 0.00 0.00 (c-iii) Trust 11 6,475 6,475 0.00 0.00 (c-iv) Clearing Member 128 1,56,159 1,56,159 0.07 0.07

Sub Total (B)(2) 57,136 2,74,94,905 2,20,66,408 11.50 11.50 0 0.00 (B) Total Public

Shareholding (B)=(B)(1)+(B)(2)

57,223 6,36,11,511 5,81,66,444 26.60 26.60 0 0.00


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Category Code



Total number of

shares


form


As a percentage

of (A+B+C)

Number of Shares

As a percentage of

(A+B+C)


0 TOTAL (A)+(B) 57,228 23,91,04,035 19,35,93,073 100.00 100.00 0 0.00

(C) Shares held by Custodian and against which Depository Receipts have been issued

1 Promoter and Promoter Group

0 0 0 0.00 0.00

2 Public 0 0 0 0.00 0.00 GRAND TOTAL

(A)+(B)+(C) 57,228 23,91,04,035 19,35,93,073 100.00 100.00 0 0.00

5.2.3 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:

S. No Name of the shareholder Total Shares held Shares pledged or otherwise encumbered Number As a % of

Grand Total (A) + (B)+

(C )

Number As a percentage(VI)= (V)/(III)*100

As a percentage of Grand Total [A] +[B]

+ [C] of sub-clause(1)(a)

I II III IV V VI VII 1 ALSTOM Grid SAS (*) 13,29,19,225 55.59 0 0.00 0.00 2 T & D Holding 2,78,93,950 11.67 0 0.00 0.00 3 Long & Crawford Ltd. 1,17,72,725 4.92 0 0.00 0.00 4 ALSTOM Sextant 5 SAS 29,06,624 1.22 0 0.00 0.00 TOTAL 17,54,92,524 73.40 0 0.00 0.00 Note :- (*) More than one folio clubbed


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5.2.4 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:

Sr. No. Name of the shareholder Number of shares Shares as a percentage of total

number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at

para (I)(a) above} 1 Life Insurance Corporation of India 51,98,840 2.17 2 LIC of India Market Plus – 1 42,56,324 1.78 3 The New India Assurance Co. Ltd. 38,91,760 1.63 4 Reliance Capital Trustee Co. Ltd. A/c Reliance Tax Saver 27,92,010 1.17 5 General Insurance Corporation of India 24,00,395 1.00

TOTAL 1,85,39,329 7.75 Notes to Shareholding Pattern: 1) 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. 2) There are no outstanding warrants, options or rights to convert debentures, loans or other instruments into Equity Shares. 3) The Company has not issued any Equity Shares out of revaluation reserve or reserves without accrual of cash resources. 4) The Equity Shares held by the promoters of the Company are not subject to any pledge. 5) There are no partly paid-up Equity Shares. 6) As on December 16, 2011, the Company had approximately 57,228 shareholders. 5.2.5 Statement showing details of locked-in shares:

There are no locked-in shares of the Company.


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SECTION 6 – SCHEME OF DEMERGER 6.1 Salient features of the Scheme of Demerger 6.1.1 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, 1997. All the open offer formalities have been completed on December 3, 2010. The open offer documents provided that the transmission and distribution businesses of the Transferor Company will be separated. Accordingly, the Transferor Company proposes to transfer its business to the Transferee Company through the Scheme of Demerger.

(b) The demerger shall be in the larger interests of both companies, their shareholders, creditors, 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;

(ii) enable better and more efficient management, control and running of the transmission and distribution businesses;

(iii) offer opportunities to the managements of both the Transferor Company and Transferee Company to vigorously pursue growth and expansion opportunities;

(iv) create enhanced value for the shareholders of the Transferor Company and the Transferee Company; and

(v) give investors flexibility and choice for their investment and would attract different sets of

investors, strategic partners, lenders and other stakeholders to the respective companies.”

6.1.2 Definition of the term “Demerged Undertaking” - “the undertaking of the Transferor Company that manufactures, designs, builds and services products and equipments at a voltage lower than or equal to 52 kv and identified as SDS, PDS, DTR (harmony, melody power, melody, VPI, resiglass and equivalent ranges), the research centres and the plant or parts of the research centre and associated plants; automation activities resulting from the SAS "product line", the medium voltage relays (platform P20 in particular) and the products of the Pacis family, their research and development means (R&D and product heads), 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. 20,00,00,000 (Rupees twenty crores) with the same customer or project; and service activities related to medium voltage. Without prejudice and limitation to the generality of the above, the Demerged Undertaking shall mean and include:

(a) all assets, whether situated in India or abroad, as are movable in nature pertaining to the Demerged

Undertaking, whether present or future or contingent, tangible or intangible, in possession or reversion, corporeal or incorporeal (including plant and machinery, capital work-in-progress, furniture, fixtures, appliances, accessories, office equipment, communication facilities, installations, vehicles, inventory, stock, D.G. sets and utilities), actionable claims, earnest monies and sundry debtors, financial assets, investments including accrued benefits thereto, outstanding loans and advances, recoverable in cash or in kind or for value to be received, provisions, receivables, funds, cash and bank balances and deposits including accrued interests thereto with Government, semi-Government, local and other authorities and bodies, customers and other persons, the benefits of any bank guarantees, performance guarantees and tax related assets, including but not limited to service tax input credits, CENVAT credits, value added /sales tax/ entry tax credits or set-offs and tax refunds;


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(b) all immovable properties i.e. land together with the buildings and structures standing thereon, as

specifically stipulated in Schedule I to this Scheme (whether freehold, leasehold, leave and licensed or otherwise, including tenancies in relation to warehouses, godowns, and depots, office space and guest houses and residential premises occupied by the employees engaged for the purposes of the Demerged Undertaking) and project offices, which immovable properties are currently being used for the purpose of the Demerged Undertaking and all documents of title, rights and easements in relation thereto and all rights, covenants, continuing rights, title and interest in connection with the said immovable properties;

(c) all permits, licenses, permissions, approvals, consents, benefits, registrations, rights, entitlements,

certificates, allotments, quotas, no-objection certificates, exemptions, concessions, liberties and advantages including those relating to privileges, powers, facilities of every kind and description of whatsoever nature and the benefits thereto (collectively “Licenses”) that pertain exclusively to the Demerged Undertaking, including but not limited to those listed in Part A of Schedule II to this Scheme;

(d) all contracts, agreements, purchase orders, export orders memoranda of understanding, memoranda of

undertakings, memoranda of agreements, memoranda of agreed points, bids, tenders, expression of interest, letters of intent, hire and purchase arrangements, other arrangements, undertakings, deeds, bonds, schemes, concession agreements, insurance covers and claims, clearances and other instruments of whatsoever nature and description, whether written, oral or otherwise (“Contracts”) obtained solely for the Demerged Undertaking; and all Mixed Contracts entered into by the Transferor Company, 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, if they are mostly linked to the Demerged Undertaking, 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);

(e) all applications (including hardware, software, licenses, source codes, para- meterisation and scripts),

registrations, goodwill, licenses, trade names, trademarks, service marks, copyrights, patents, domain names and all such rights of whatsoever description and nature that pertain exclusively to the Demerged Undertaking;

(f) all employees, whether permanent or temporary, including contract labour, consultants, secondees,

trainees and interns pertaining to the Demerged Undertaking as on the Effective Date and any contributions made towards provident fund, employee state insurance contributions, gratuity fund, superannuation fund, staff welfare scheme or any other special schemes, 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. of the Demerged Undertaking being transferred to the Transferee Company;

(g) the liabilities pertaining to or arising out of activities or operation of the Demerged Undertaking

including (i) specific loans and borrowings, term loans from banks and financial institutions, bank overdrafts, working capital loans and liabilities, raised, incurred and utilized solely for the activities or operations of the Demerged Undertaking; and (ii) liabilities other than those referred to above, being the amounts of general or multi-purpose borrowings of the Transferor Company, 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”);

(h) all current and future legal or other proceedings / investigations of whatsoever nature (including those

before any statutory, quasi-judicial authority, tribunal or committee) that pertain to the Demerged Undertaking, 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, initiated by or against the Transferor


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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, “Proceedings”);

(i) all taxes, duties, cess, etc. that are allocable / referable/ related to the Demerged Undertaking, except

corporate Income tax liability and payable, whether due or not due as on the Appointed Date, including all or any refunds/credit/claims relating thereto;

(j) all benefits, entitlements, incentives and concessions under incentive schemes and policies, alongwith

associated obligations, in relation to the Demerged Undertaking and all such benefits, entitlements, incentives, concessions and obligations of any nature whatsoever, including under customs, excise, service tax, VAT, sales tax, entry tax laws and Foreign Trade Policy of Government of India in relation to the Demerged Undertaking, including but not limited to those obligations set out in Schedule V; and

(k) all books, records, files, papers, engineering and process information, computer programmes,

drawings, manuals, databases for production, procurement, commercial and management, catalogues, quotations, sales and advertising materials, lists of present and former customers and suppliers, customer credit information, customer pricing information, and all other books and records, whether in physical or electronic form that pertain to the Demerged Undertaking.”

6.1.3 Demerger of the Demerged Undertaking - “Upon this Scheme becoming effective and with effect from the

Appointed Date, the whole of the Demerged Undertaking shall, subject to the provisions of paragraph 3.2 hereof in relation to the mode of vesting, and without any further deed or act, and pursuant to Section 394 of the Act and Section 2(19AA) of the Income-tax Act, 1961 shall be demerged from, transferred to and vested in the Transferee Company as a going concern so as to become as and from the Appointed Date, a part of the Transferee Company.”

6.1.4 Transfer of mixed 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 Transferor Company will, subject to receipt of an unconditional consent from the counter-party, if applicable, 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, 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. In such event, the Transferor Company will manage the common areas and invoice its services to the Transferee Company. In relation to leased premises that are sub-leased to the Transferee Company pursuant to this paragraph, the Transferor Company shall not terminate the lease without the consent of the Transferee Company. 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 / sub-leased immovable properties subject only to, and in accordance with any agreement entered into between the Transferor Company and the Transferee Company.

If the demerger of the Demerged Undertaking results in a cohabitation situation on the same site, 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, for example in the areas of environment, security, information technology, operational management of human resources, general accountancy, health, maintenance of the buildings or installations that remain joint (e.g. first-aid room, catering, air-conditioning or fire protection installations). The management of such sites will be on terms mutually agreed between the Transferee Company and the Transferor Company. In relation to the property situated at industrial land admeasuring 24,916 sq.m., at Naini Industrial Colony, Mirzapur Road, Naini, Allahabad, Uttar Pradesh, more specifically provided in Annexure B, if the Department of Relief and Rehabilitation, Uttar Pradesh, grants permission to sublease the said property to the Transferee Company and if the Transferee Company, at any point of time, decides to vacate the said property, the Transferee Company shall, forthwith hand over the property back to the Transferor Company as per the terms of the sub lease.”


Page 32 of 140

6.1.5 Transfer of joint licenses - “In case of the Licenses that are jointly held for the Demerged Undertaking and the Remaining Business, including but not limited to those set out in Part B of Schedule II, then, upon this Scheme coming into effect and with effect from the Appointed Date, 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, 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. If the separation of such Licenses is not permissible, the Transferee Company shall apply for and obtain fresh licenses to operate the Demerged Undertaking.”

6.1.6 Transfer of Mixed Contracts - “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. With effect from the Appointed Date, in case there are any claims (including warranty claims) that pertain to a Mixed Contract, the Transferor Company and the Transferee Company shall co-operate with each other in settling the claim. Liabilities, if any, 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, respectively.

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.

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. 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, the Transferee Company and the Transferor Company undertake to maintain a customer / supply relationship under the conditions that prevailed prior to the Effective Date, unless otherwise agreed between them. All bank guarantees, 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), will be replaced by the Transferee Company or backed by appropriate counter-indemnity to be provided by the Transferee Company to the Transferor Company, as the case may be. To such extent, the corresponding limits of the Transferor Company shall accordingly stand released.

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, subject to the terms and conditions therein, be transferred to and vest with the Demerged Undertaking, pursuant to this Scheme.”

6.1.7 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, and cannot be allocated exclusively to the Demerged Undertaking or the Remaining Business, the Transferee Company shall be added as party to such proceedings and shall prosecute or defend such proceedings in co-operation with the Transferor Company. In such case, the liabilities will be allocated between the Transferee Company and the Transferor Company on mutually agreed terms.”

6.1.8 Transferor Company to hold assets in trust for the Transferee Company - “If any assets (estate, claims, rights,

title, interests in or authorities relating to such assets) or any contracts, deeds, bonds, agreements, schemes, arrangements or other instrument of whatsoever nature and Licenses, in relation to the Demerged Undertaking,


Page 33 of 140

which the Transferor Company owns or to which the Transferor Company is party to, cannot be transferred to the Transferee Company for any reason whatsoever, the Transferor Company shall hold such assets, contracts, deeds, bonds, agreements, schemes, arrangements or other instrument of whatsoever nature and Licenses, in trust for the benefit of the Transferee Company, in so far as it is permissible so to do, till such time the transfer is effected.”

6.1.9 Consideration for the Scheme of Demerger - “Upon this Scheme becoming effective, in consideration of the

transfer and vesting of the Demerged Undertaking in the Transferee Company, the shareholders of the Transferor Company as on the Record Date determined pursuant to paragraph 4.1.1 above shall be entitled to receive on a proportionate basis for every 1 (one) fully paid-up equity share of Rs. 2 (Rupees two) each held in the Transferor Company, 1 (one) fully paid-up equity shares of Rs. 2 (Rupees two) each of the Transferee Company. Such share exchange ratio has been determined by the Board of Directors of the Transferor Company and the Transferee Company, based on their independent judgment and taking into consideration, the valuation report dated April 8, 2011 provided by an independent valuer - Bansi S. Mehta & Co. ”

6.1.10 Listing of the Transferee Company - “The equity shares of the Transferee Company shall, subject to applicable laws including execution of the relevant listing agreements and payment of the appropriate fees, be listed and admitted to trading, 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. Such stock exchanges shall list the equity shares of the Transferee Company, subject to compliance with the Securities and Exchange Board of India circular dated September 3, 2009 without the Transferee Company making an initial public offer, 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.

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. There shall be no change in the shareholding pattern or control of the Transferee Company, between the Record Date and the listing.”

6.1.11 Inter-se transfer of shares - “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.”

6.1.12 Cancellation of shares held by the Transferor Company in the Transferee Company and consequent reduction of share capital of the Transferee Company - “Upon issuance and allotment of equity shares by the Transferee Company in accordance with paragraph 4.1 above, the initial issued, subscribed and nil-paid up share capital of the Transferee Company comprising of 5,00,000 (five lakh) shares of Rs. 2 (Rupees two) each, as held by the Transferor Company and its nominees, forming part of the Demerged Undertaking, shall stand cancelled and the liability, if any, of the Transferor Company stands extinguished.”

The reduction in the share capital account, if any, of the Transferee Company, as a result of cancellation of the existing shareholding of the Transferor Company, if any, in the Transferee Company as part of this Scheme, shall be effected as an integral part of this Scheme in accordance with the provisions of Section 78, Section 80, 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. In such case, the Transferee Company shall not be required to add the words “and reduced” as part of its corporate name.”

6.2 Sequence of events of Scheme of Demerger:

Date Events April 11, 2011 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. The board of directors also authorized filing of the Scheme of Demerger with the Stock Exchanges.


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Date Events

April 12, 2011

Board of Directors gave its in-principle approval to the Scheme of Demerger and to the swap ratio.

April 13, 2011 Transferor Company filed the Scheme of Demerger along with the annexures with the Stock Exchanges for their approval.

April 21, May 2 and May 9, 2011

Stock Exchanges (NSE, CSE and BSE respectively) granted their approval to the Scheme of Demerger.

May 28, 2011 Board of directors of the Transferor Company gave its final approval to the Scheme of Demerger and the swap ratio.

May 28, 2011 Board of Directors gave its final approval to the Scheme of Demerger and the swap ratio.

May 30, 2011 Transferor Company filed the company application with the Hon’ble Delhi High Court, seeking orders for convening the meetings of its equity shareholders and unsecured creditors.

June 3, 2011 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, 2011.

June 14, 2011 Transferee Company filed the company application with the Hon’ble Gujarat High Court, seeking dispensation from convening meetings of its shareholders and creditors.

June 15, 2011 Hon’ble Gujarat High Court passed an order for granting dispensation to the Transferee Company from convening meetings of its shareholders and creditors.

June 22, 2011 Transferee Company filed the confirmation petition with the Hon’ble Gujarat High Court.

July 30, 2011 Meetings of shareholders and creditors of the Transferor Company.

August 9, 2011 Transferor Company filed the confirmation petition with the Delhi High Court.

September 19, 2011 Final hearing before the Hon’ble Gujarat High Court.

October 24, 2011 Final hearing before the Hon’ble Delhi High Court.

November 24, 2011 Transferee Company obtained certified copy of the Hon’ble Gujarat High Court order.

November 24, 2011 Transferor Company obtained certified copy of the Hon’ble Delhi High Court order.

November 26, 2011 Transferee Company filed certified copy of the Hon’ble Gujarat High Court order with the Registrar of Companies, Gujarat, Dadar and Nagar Haveli.

November 26, 2011 Transferor Company filed certified copy of the Hon’ble Delhi High Court order with the Registrar of Companies, NCT of Delhi and Haryana.


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Date Events November 30, 2011 Board of Directors took the Scheme of Demerger on record.

December 2, 2011 Board of directors of the Transferor Company took the Scheme of Demerger on

record and determined the Record Date.

December 15, 2011 Record Date.

December 16, 2011 Transferee Company allotted shares to the shareholders of the Transferor Company.

January 12, 2012 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.

March 13, 2012 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.

March 13, 2012 BSE granted its approval for listing of Equity Shares pursuant to Scheme of Demerger.


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SECTION 7 - HISTORY AND CERTAIN CORPORATE MATTERS 7.1 Incorporation

The Company was incorporated on March 12, 2011 under the 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 Corporate Identity Number of the Company is U31900GJ2011PLC064420. The registered office of the Company is located at Milestone 87, Vadodara, Halol Highway, Village Kotambi, Post Office Jarod, Vadodara-391510, Gujarat, India. Further, pursuant to the Scheme of Demerger sanctioned by the High Courts, the Demerged Undertaking stands vested in the Company. For further details about the Company, please see the Section titled “General Information about the Company”.

7.2 Main objects of the Company

Set forth below are the main objects of the Company as appearing in the MoA: “Manufacturing, designing, building and servicing technologically advanced products and systems for electricity

distribution including products such as distribution transformers, medium voltage switchgears, medium and low voltage protection relays and electricity distribution and automation equipments.”

7.3 Changes in the MoA

Date of Change Type of Meeting Type of Resolution Brief particulars of Change November 23, 2011 Extraordinary general

meeting Special Increase of authorised capital

December 5, 2011 Annual general meeting Special Name change 7.4 Subsidiary of the Company

The Company does not have any subsidiaries.

7.5 Shareholders’ Agreement

The Company does not have any shareholders’ agreement. 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.

7.7 Management The day to day operations of the units of the Company are managed by the managing directors of the respective units. These managing directors function under the overall supervision of the Board of Directors.

9.1.2 Board of Directors

The general supervision, direction and management of the operation and business of the Company are vested in the Board of Directors, which exercises its powers subject to the MoA and AoA and the requirements of Indian laws.

The Company has 6 Directors. The following table sets forth the details of the Directors:


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Name, Father’s name, address & occupation

DIN Designation Age Directorship in other Companies in India

Vinod Kumar Dhall Father’s name: Dewan Chand Dhall Address: Dhall Law Chambers, Dewan Manohar House, B-88, Sector 51, Noida-201 301, Uttar Pradesh, India Occupation: Lawyer

'02591373 Chairman (non-executive)

67 - ICICI Prudential Life Insurance Co. Ltd. - ICICI Prudential Trust Ltd. - Asian Hotel (North) Ltd. - Bharat Foundation (Governing Body)

Prakash Kumar Chandraker Father’s name: Bisahu Ram Chandraker Address: A-440 Telecom City, B9/6, Sector 62, Noida-201301, Uttar Pradesh, India Occupation: Service

'05150366 Managing Director

49 -

Anil Chaudhry Father’s name: Kanshi Ram Chaudhry Address: 7, Rue Vineuse, Paris, 75116 Occupation: Service

03213517 Director (non-executive)

50 - Energy Grid

Olivier Pascal Marius Blum Father’s name: Louis Blum Address: 3/35 Shanti Niketan, New Delhi-110021, India Occupation: Service


40 - Energy Grid

Alexandre Henri Tagger Father’s name: Claude Tagger Address: S-502, Greater

03194044 Director & CFO 39 - Energy Grid


Page 38 of 140

Name, Father’s name, address & occupation

DIN Designation Age Directorship in other Companies in India

Kailash-I, New Delhi-110048, India Occupation: Service Ranjan Pant Father’s name: Mr. Krishna Chandra Pant Address: Portion-B, 10-A, Kasturba Gandhi Marg, New Delhi-110001, India Occupation: Management Advisor


52 - DSP Blackrock Investment Managers Pvt. Ltd. - HDFC Standard Life Insurance Co. Ltd. - ISR Projects Pvt. Ltd. - Perseus India Advisors Pvt. Ltd. - RKO Consultants Pvt. Ltd. - Mahindra USA Inc.

9.1.2 Brief profile of the Directors

(i) Vinod Kumar Dhall - Vinod Kumar Dhall entered the Indian Administrative Service in 1966 and retired as the Secretary, Government of India. Subsequently, he was a member of the Competition Commission of India for about 5 years till he resigned in July, 2008. During his career, he specialized in the fields of Corporate Affairs, Industry and Commerce and Finance, in which his total experience has been for about 27 years. This includes direct experience of running businesses as chief executive officer of public sector undertakings, economic regulatory experience etc. Currently, Mr. Dhall heads Dhall Law Chambers (law firm) specializing in competition law and regulatory laws. 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. He is also a member of the Audit Committee and Share Transfer and Shareholders/Investors Grievance Committee of the Board of Directors.

(ii) Alexandre Henri Tagger - 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. Mr. Tagger joined Schneider Electric in Paris in 2004 and was promoted to Vice President, External Growth – Mergers & Acquisitions in 2007 and additionally named Global Mergers & Acquisition Coordinator for the Group in 2008. Mr. Tagger was fully involved in the ALSTOM T&D consortium acquisition in partnership with the ALSTOM group, including the review and structuring with regard to ALSTOM T&D. Since August 2010, 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. 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). He is also a member of Audit Committee and Share Transfer and Shareholders/Investors Grievance Committee of the Board of Directors.

(iii) Ranjan Pant - Ranjan Pant is a highly experienced, global strategy management consultant and change

management leader who advises chief executive officers. 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, including, DSP Blackrock Investment Managers, HDFC Standard Life and Bharat Heavy Electricals Limited. Ranjan serves as an Executive in Residence at Babson's F. W. Olin Graduate School of Management. Ranjan was a Partner at Bain Strategy consulting where he led the worldwide utility practice. He was also a Director, Corporate Business Development, at General Electric headquarters. Ranjan received Masters of Business Administration degree from The Wharton


Page 39 of 140

School, University of Pennsylvania and a Bachelor in Engineering from the Birla Institute of Technology and Science, Pilani.

(iv) Prakash Kumar Chandraker - Prakash Chandraker is a graduate from the Government Engineering

College, Raipur (NIT Raipur) and has done Business Management from Bangalore University. Presently, he is heading the Energy Automation in India Region and has a working experience of 26 years in the power sector. He has held various positions (Business Segment Manager, Operations Director, Unit Head, etc.) in Alstom India, ALSTOM T&D. Mr. Chandraker was the head of the Automation team, which lead implementation of Unified Load Despatch Centre (ULDC) Scheme for Northern Region, North-Eastern Region, Eastern Region and National Load Despatch Centre (NLDC) for Power Grid Corporation of India Limited (PGCIL) and various Electricity Boards in India.

(v) Anil Chaudhry - Anil Chaudhry graduated as Electronics and Telecommunication Engineer from India

and began his career in 1982 in the computer industry. Anil joined the group in 1985 as Power Plant Control Engineer and shifted to T&D business in 1995. He held various positions in design, engineering, solution integration, project management, business development and general management in France and India throughout his career of 25 years in the energy sector. During his career, Mr. Chaudhry has been appreciated for his leadership, team building, and business development strategy and execution skills.

(vi) Olivier Pascal Blum - Olivier Pascal Blum is a postgraduate in Business, Administrative and Financial

studies from Ecole de Management, Grenoble. He joined Schneider Electric in 1993 as a Marketing Engineer in France, then moved as a Sales Engineer from September 1994 and quickly climbed the corporate ladder to assume different leadership roles. 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, both positions directly reporting to the chief executive officer of Schneider Electric, Mr. Henri Lachmann. 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 - Marketing. He moved to India in January 2008 as the Managing Director of Schneider Electric India Private Limited.

9.1.2 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. The additional Directors will retire at the next annual general meeting of the Company and will be eligible for reappointment.

9.1.2 Details of arrangement or understanding with major shareholders, customers, suppliers or others,

pursuant to which of the Directors was selected as a director or member of senior management.

NIL 9.1.2 Details of service contracts entered into by the Directors with the Company providing for benefits upon

termination of employment.

NIL 9.1.2 Compensation of Managing / Whole Time Director(s)

The annual base salary of the managing director of the Company is Rs. 46,92,000. He is also entitled to annual retrial benefits of Rs. 5,21,000 and other perquisites as per the Company policy.

9.1.2 Compensation of the Non-Executive Directors

The Company does not pay any compensation to any of its non-executive Directors.

9.1.2 Shareholding of Directors in the Company


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Nil

9.1.2 Interest of directors All Directors of the Company may be deemed to be interested to the extent of fees payable to them, if any, for

attending meetings of the Board of Directors or a committee thereof as well as to the extent of other remuneration, commission and reimbursement of expenses payable to them.

7.7.10 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. However, as on the date of this Information Memorandum, 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. No. Name Designation 1. Vinod Kumar Dhall

Chairman (non-executive)

2. Prakash Kumar Chandraker

Managing Director

3. Anil Chaudhry


4. Olivier Pascal Marius Blum


5. Alexandre Henri Tagger

Director & CFO

6. Ranjan Pant Director (non-executive) (b) Board Committees The Board of Directors has constituted the following committees:

Directors Audit Committee Share Transfer

Committee Banking & Finance

Committee Vinod Kumar Dhall Chairman Chairman Chairman

Prakash Chandraker - Member Member

Alexandre Tagger Member Member Member

Ranjan Pant Member Member -

Anil Chaudhry - - -

Olivier Blum - - -

The role, powers, 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.

(c) Compliance Report on Corporate Governance


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Particulars Clause of Listing Agreement

Compliance Status Yes/No

Remarks

I. Board of Directors 49 I

(A) Composition of Board 49(IA) Yes

(B) Non-executive Directors’ compensation & disclosures

49 (IB) Non executive directors are not paid any compensation

(C) Other provisions as to Board and Committees

49 (IC) Yes

(D) Code of Conduct (49 (ID) Yes

II. Audit Committee 49 (II) Yes

(A) Qualified & Independent Audit Committee

49 (IIA) As per the requirement

(B) Meeting of Audit Committee 49 (IIB) As per the requirement

(C) Powers of Audit Committee 49 (IIC) As per the requirement

(D) Role of Audit Committee 49 II(D) As per the requirement

(E) Review of Information by Audit Committee

49 (IIE) As per the requirement

III. Subsidiary Co’s N.A. N.A.

IV. Disclosures 49 (IV)

(A) Basis of related party transactions 49 (IV A) Will be disclosed in the annual report

(B) Disclosure of Accounting Treatment 49(IVB) Will be disclosed in the annual report

(C) Board Disclosures 49 (IV C) Will be disclosed in the annual report

(D)Proceeds from public issues, rights issues, preferential issues etc.

49 (IV D) N.A.

(E)Remuneration of Directors 49 (IV E) Will be disclosed in the annual report

(F)Management 49 (IV F) Will be disclosed in the annual report

(G)Shareholders 49 (IV G) Will be disclosed in the annual report

V.CEO/CFO Certification 49 (V) Will be disclosed in the annual report

VI. Report on Corporate Governance

49 (VI) Will be disclosed in the annual report

VII. Compliance 49 (VII) Will be disclosed in the annual report

(d) Changes in Board of Directors since inception

Name of Director Date of appointment Date of Resignation

Graham Johnson March 12, 2011 December 16, 2011

(e) Key Management Personnel


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The following are the key managerial personnel of the Company:

Name Designation No. of Equity shares held Prakash Kumar Chandraker

Managing Director Nil

Alexandre Henri Tagger

Director Nil

Mr. C.S. Ashok Kumar

Company Secretary 505

(f) Employees

Consequent to vesting of the Demerged Undertaking into the Company, about 1,600 employees of ALSTOM T&D have been transferred to the Company with continuity of service and on no less favourable terms. Additionally, 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, 3 more employees (approximately) are proposed to be transferred from Schneider Electric India Private Limited to the Company in due course.


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SECTION 8 – PROMOTERS, PROMOTER GROUP AND GROUP COMPANIES 8.1 Promoters of the Company

The details of the promoters of the Company are given below. Unless mentioned otherwise, the following information is as of February 15, 2012:

(a) ALSTOM Sextant 5

Incorporation and registered office ALSTOM Sextant 5, a French Société par actions simplifiée (simplified joint stock company), was incorporated on October 22, 2009 under the laws of France and is registered with the Register of Trade and Companies of Nanterre with number 517793634. The registered office of ALSTOM Sextant 5 is located at 3, avenue André Malraux, 92300 Levallois-Perret, France. Principal Business ALSTOM Sextant 5 is a holding company. It is not engaged in any operating activity. Shareholding Pattern The shareholding pattern of ALSTOM Sextant 5 is as follows:

S. No. Name of the shareholder Number of Shares Percentage of

shareholding 1. ALSTOM Holdings 69,65,830

69.66

2. Schneider Electric Services International

30,34,272 30.34

Total 1,00,00,102 100

Board of Directors ALSTOM Sextant 5 does not have a board of directors but has a President by the name Henri Poupart-Lafarge. Financial Performance

(in Euro) For the 12-month period ended March 31,

Financial Data 2010* 2011 Total operating income

- -

Net income

(2,769) (50,581)

Equity capital

1,000 100,001,020

Reserves and surplus

(2,769) 3,274,347,304

Earnings per share (Euro per share)

(27.69) (0.01)

Net asset value (Euro per share)

(17.69) 337.43

* First statutory accounts prepared for a period less than one year, i.e. from October 22, 2009 to March 31, 2010.


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(b) ALSTOM Grid SAS

Incorporation and registered office

ALSTOM Grid SAS, a Société par Actions Simplifiée (simplified limited company), was incorporated on November 16, 1992 under the laws of France and is registered with the Register of Trade and Companies of Nanterre with number 389191800. The registered office of ALSTOM Grid SAS is located at Immeuble Le Galilée 51, esplanade du Général de Gaulle 92907 La Défense Cedex, France. ALSTOM Grid SAS was incorporated under the name ‘AREVA T&D SAS’ and subsequently, its name was changed to its current name, i.e. ‘ALSTOM Grid SAS’ on December 31, 2010. Principal Business ALSTOM Grid SAS is engaged in the business of all industrial, commercial, financial, movable and immovable operations in France and abroad in the field of energy transportation and distribution. Shareholding Pattern ALSTOM Grid SAS is a wholly-owned subsidiary of T&D Holding. Board of Directors ALSTOM Grid SAS does not have a board of directors but has an Executive Committee comprising of the following members:

S. No. Name Position held

1. Jean-Michel Cornille Member

2. Jean-Pierre FAURE Chairman and Member

3. Marie-José Donsion Member

4. Michel Serra Member

5. Henri BERRE CEO

Financial Performance

in Euro mm (except per share data)

For the year ended December 31,

Financial Data 2008 2009

For the 15 month period ended

March 31, 2011

Total operating income 1,979 2,126 2,419

Net income 148 23 (135)

Equity capital 74 74 74

Reserves & surplus(1) 143 117 35

Earnings per share (Euro per share)

31.78 4.99 (29.07)

Net asset value (Euro per share) 46.83 41.18 23.55

Notes: (1) Reserves & surplus includes share, merger and contribution premiums, legal reserve, retained earnings, regulated provisions and other reserves


Page 45 of 140

(c) T&D Holding

Incorporation and registered office T&D Holding, a Société Anonyme à Conseil d'Administration (private limited company), was incorporated on August 13, 2003 under the laws of France and is registered with the Register of Trade and Companies of Nanterre with number 449834308. The registered office of T&D Holding is located at 3, avenue André Malraux–92300 Levallois Perret, France. T&D Holding was incorporated under the name ‘AREVA T&D Holding SA’ and subsequently its name was changed to its current name, i.e. ‘T&D Holding’ on June 7, 2010. Principal Business T&D Holding is a holding company. It is not engaged in any operating activity. Shareholding Pattern The shareholding pattern of T&D Holding is as follows:

S. No. Name of the Shareholder Number of Shares Percentage of shareholding

(approximately) 1. ALSTOM Sextant 5 158,437,787 99.94 2. Grégoire Poux-Guillaume 1 0.01 3. Marie-José Donsion 1 0.01 4. Michel Augonnet 1 0.01 5. Michel Serra 1 0.01 6. Robert Immelé 1 0.01 7. Michel Crochon 1 0.01

Total 158,437,793 100

Board of Directors The board of directors of T&D Holding comprises of the following:


1. Grégoire Poux-Guillaume Chairman & CEO 2. Marie-José Donsion Director 3. Michel Augonnet Director 4. Michel Serra Director 5. Robert Immelé Director 6. Michel Crochon Director


in Euro mm (except per share data) For the year ended December 31,

Financial Data 2008 2009 For the 15 month

period ended March 31, 2011

Total operating income 166 192 217 Net income 66 139 511 Equity capital 500 500 158 Reserves & surplus(1) 162 201 2,138 Earnings per share (Euro per share) 1.32 2.78 3.23 Net asset value (Euro per share) 13.24 14.02 14.50


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Notes: (1) Reserves & surplus includes legal reserve, share, merger and contribution premiums, retained earnings, regulated provisions and other reserves

(d) Long & Crawford Ltd.

Incorporation and registered office Long & Crawford Ltd., a private limited company, was incorporated on October 12, 1911 under the laws of England and Wales with number 118040. The registered office of Long & Crawford Ltd. is located at St Leonards Avenue, ST17 4LX Stafford, Great Britain. It was incorporated as ‘Long & Crawford Ltd.’ and its name was changed to ‘Long and Crawford Limited’ with effect from September 18, 1984. Further, with effect from November 1, 1993, its name was changed to ‘Long & Crawford (1988) Limited’ and on May 6, 1998, to its current name, i.e. ‘Long & Crawford Ltd.’.

Principal Business Long & Crawford Ltd. is engaged in the business of electrical engineering, contracting and dealing in electrical and mechanical apparatus, machines, accessories, and engineering specialties of all kinds. Shareholding Pattern Long & Crawford Ltd. is a wholly owned subsidiary of T&D Holding.

Board of Directors The board of directors of Long & Crawford Ltd. comprises of the following:


1. Iain G R MacDONALD Director


in GBP ’000 (except per share data)

For the year ended December 31 For the 15 months ended March 31, 2011

Financial Data 2008 2009

Total operating income - - - Net income 127 154 328 Equity capital 250 250 250 Reserves & surplus 8 162 405 Earnings per share (GBP per share)

0.51 0.62 1.31

Net asset value (GBP per share)

1.03 1.65 2.62

8.2 Promoter group of the Company The details of the promoter group of the Company are given below:

(a) ALSTOM Grid Finance B.V.



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ALSTOM Grid Finance B.V., a Besloten Vennootschap (private company with limited liability) was incorporated under the laws of the Netherlands on September 3, 2010 and is registered with the Chamber of Commerce with number 50750445. The registered office of ALSTOM Grid Finance B.V. is located at Ringdijk 390A, 2983 GS, Ridderkerk, Netherlands. Principal Business ALSTOM Grid Finance B.V. was incorporated with the objective to participate in, to finance, to collaborate with, to conduct the management of companies and other enterprises and to provide advice and other services, to acquire, use and/or assign industrial and intellectual property rights and real property; to invest funds; and to provide security for the debts of legal persons or of other companies with which ALSTOM Grid Finance B.V. is affiliated in a group or for the debts of third parties. Shareholding Pattern The shareholding pattern of ALSTOM Grid Finance B.V. is as follows:

S. No. Name of the Shareholder Number of Shares Percentage of shareholding 1. ALSTOM Holdings 126 70 2. Schneider Electric Services

International 54 30

Total 180 100 Board of Directors The board of directors of ALSTOM Grid Finance B.V. comprises of the following:


1. P. J. F. Bosio Director 2. L. A. P. William Director


in Euro (except per share data) Financial Data For the 12-month period ended March 31, 2011 Total operating income - Net income - Equity capital 18,000 Reserves & surplus - Earnings per share (Euro per share)

-

Net asset value (Euro per share) 100 (b) ALSTOM Holdings

Incorporation and registered office ALSTOM Holdings, a French Société anonyme à conseil d'administration (private limited company), was incorporated on July 29, 1988 under the laws of France and is registered with the Register of Trade and Companies of Nanterre with number 347951238. The registered office of ALSTOM Holdings is located at 3, avenue André Malraux, 92300 Levallois-Perret, France. ALSTOM Holdings was incorporated under the name ‘Kléber Mozart’ and subsequently renamed as ‘GEC ALSTHOM SA’ on June 14, 1989. Its name was thereafter changed to ‘ALSTOM France SA’ on June 17, 1998 and to its current name, i.e. ‘ALSTOM Holdings’ on July 23, 1999.


Page 48 of 140

Principal Business ALSTOM Holdings is a holding company within the ALSTOM group of companies and acts as the treasury center. It is not engaged in any operating activities. Shareholding Pattern The shareholding pattern of ALSTOM Holdings is as follows:

S. No. Name of the Shareholder Number of Shares Percentage of shareholding

3. ALSTOM SA 2,63,34,400 99.99 4. ETOILE KLEBER 1 0.00 5. Lorelec 1 0.00 6. Nicolas Tissot 1 0.00 7. Patrick Dubert 1 0.00 8. Pierre Jean Bosio 1 0.00 9. Eric Willaume 1 0.00

Total 26,334,406 100

Board of Directors The board of directors of ALSTOM Holdings comprises of the following:


1. Nicolas Tissot Chairman and Chief Executive Officer 2. Patrick Dubert Director 3. Pierre Jean Bosio Director 4. Keith Carr Director


in Euro mm (except per share data) For the 12-month period ended March 31, Financial Data 2009 2010 2011

Total operating income 202 190 201 Net income 393 990 (89) Equity capital 624 624 624 Reserves & surplus(1) 3,506 4,496 4,407 Earnings per share (Euro per share) 14.92 37.59 (3.40) Net asset value (Euro per share) 156.83 194.42 191.05

Notes: (1) Reserves & surplus includes legal reserve and retained earnings

(c) Schneider Electric Services International


Schneider Electric Services International, a Société anonyme, was incorporated on December 23, 2005 under the laws of Belgium and is registered with the Commerce Register with number 0878191181. On January 10, 2008, the legal status of Schneider Electric Services International was changed to a ‘Société privée à responsabilité limitée’. The registered office of Schneider Electric Services International is located at 5, place du Champs de Mars, Tour Bastion, 1050 Brussels, Belgium.

Principal Business

Schneider Electric Services International is a holding company.


Page 49 of 140

Shareholding Pattern The shareholding pattern of Schneider Electric Services International is as follows:

S. No. Name of the Shareholder Number of Shares Percentage of

shareholding 1. Schneider Electric Industries SAS 28,39,99,999 85.03 2. Lexel AB 5,00,00,000 14.97 3. Electroporcelaine SAS 1 0.00

Total 33,40,00,000 100

Board of Directors The board of directors of Schneider Electric Services International comprises of the following:


1. Guy RENARD Director and SVP Tax and Custom 2. Juan Pedro SALAZAR Director 3. Emmanuel BABEAU Director and President of the board 4. Jean-Pierre CHERIGNY Director 5. Véronique BLANC Director 6. Schneider Electric España, represented by Cyril

Helbert Director


in Euro mm (except per share data) For the 12-month period ended December 31, Financial Data 2008 2009 2010

Total operating income 112 121 138 Net income 185 144 148 Equity capital 2,440 2,440 3,440 Reserves & surplus(1) 8 15 22 Earnings per share (Euro per share) 0.76 0.59 0.44 Net asset value (Euro per share) 10.03 10.06 10.07

Notes: (1) Reserves & surplus includes legal reserve and retained earnings

(d) Schneider Electric Industries SAS


Schneider Electric Industries SAS, a French Société par actions simplifiée (simplified joint stock company), was incorporated on August 27, 1942 under the laws of France and is registered with the Register of Trade and Companies of Nanterre with number 954503439. The registered office of Schneider Electric Industries SAS is located at 35, rue Joseph Monier, 92500 Rueil - Malmaison, France. Schneider Electric Industries SAS was incorporated under the name ‘Union Lyonnaise Pour Le Financement De L’Industrie’. Its name was changed to ‘Schneider Electric’ on December 16, 1993, to ‘Schneider Electric SA’ on November 15, 1994, to ‘Schneider Electric Industries SA’ on May 7, 1999 and subsequently to its current name, i.e. ‘Schneider Electric Industries SAS’ on May 22, 2002.

Principal Business


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Schneider Electric Industries SAS is engaged in the activities of electrical distribution and industrial engineering equipment.

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).

Board of Directors

The board of directors of Schneider Electric Industries SAS comprises of the following:


1. Jean- Pascal Tricoire Chairman and Chief Executive Officer

2. Emmanuel Babeau Director 3. Marc Bochirol Director


in Euro mm (except per share data) For the 12-month period ended December 31, Financial Data 2008 2009 2010

Total operating income 4,580 3,758 4,558 Net income 550 672 1,502 Equity capital 896 896 896 Reserves & surplus(1) 4,109 4,269 5,121 Earnings per share (Euro per share) 9.83 12.00 26.82 Net asset value (Euro per share) 89.34 92.20 107.42

Notes: (1) Reserves & surplus includes share, merger and contribution premiums, legal reserve and retained earning, regulated provisions and other reserves

(e) Schneider Electric India Private Limited


Schneider Electric India Private Limited, a private limited company, was incorporated on February 24, 1995 under the laws of India. The registered office of Schneider Electric India Private Limited is located at Plot No. B-12, Ground Floor, Rewari Line, Mayapuri Industrial Area, Phase-I, New Delhi 110064, India. It was incorporated as a private limited company under the name ‘Schneider Electric India Private Limited’. On July 1, 1998, 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, as then applicable). As a result of deletion of the said section from the Companies Act, it again became a private limited company from May 31, 2000 and its name was changed to its current name, i.e. ‘Schneider Electric India Private Limited’.

Principal Business

Schneider Electric India Private Limited is engaged in the business of manufacturing and trading of industrial, electrical and electronic items.

Shareholding Pattern

The shareholding pattern of Schneider Electric India Private Limited is as follows:


Page 51 of 140

S. No. Name of the shareholder Number of Shares Percentage of shareholding

1. Schneider Electric Industries SAS 36,54,35,465

91.88

2. Societe Rhodanienne D' Etudes et de Participations-S.R.E.P

1

0.00

3. Schneider Electric Denmak, AS

28,50,760

0.72

4. Schneider Electric Services International

2,94,32,862

7.40

Total 39,77,19,088 100 Board of Directors The board of directors of Schneider Electric India Private Limited comprises of the following:


1. Olivier Pascal Marius Blum Managing Director 2. Rajani Kesari Whole-time Director 3. Zeljko Kosanovic Director


in Rs. mm (except per share data) For the 12-month period ended March 31,

Financial Data 2009 2010 2011 Total operating income 13,051 14,106 20,572 Net income (762) (302) (1,142) Equity capital 1,701 3,654 3,682 Reserves & surplus (554) (857) (3,405) Earnings per share (Rs. per share) (4.48) (0.90) (3.10) Net asset value (Rs. per share) 6.74 8.32 0.74

(f) Schneider Electric South East Asia (HQ) Pte Ltd.


Schneider Electric South East Asia (HQ) Pte Ltd., a private limited company, was incorporated on March 9, 1973 under the laws of Singapore and is registered with Accounting and Corporate Regulatory Authority (ACRA) Singapore with number UEN# 197300426M. The registered office of Schneider Electric South East Asia (HQ) Pte Ltd. is located at 10 Ang Mo Kio Street 65, #02-01/06 TechPoint, Singapore 569059. It was incorporated with the name ‘Telemecanique Far East Co Pte Ltd.’, which was changed to ‘Schneider Electric South East Asia (HQ) Pte Ltd.’ on March 15, 1999.

Principal Business

Schneider Electric South East Asia (HQ) Pte Ltd. is engaged in the business of general management and administration services, marketing & planning, research & development, industrial management and procurement support services. Shareholding Pattern Schneider Electric South East Asia (HQ) Pte Ltd. is a wholly owned subsidiary of Schneider Electric Industries SAS.


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Board of Directors The board of directors of Schneider Electric South East Asia (HQ) Pte Ltd. comprises of the following:


1. Brigitte Veronique Blanc Senior Vice President Financing & Treasury 2. Michael Christopher Bennett Regional Finance Director 3. Stuart John Thorogood Senior Vice President 4. Stephane, George, Christian, Eugene,

Lavergne Vice President GSC Manufacturing SEA


in SGD ’000 (except per share data)

For the 12-month period ended December 31,

Financial Data 2008 2009 2010 Total operating income 45,299 31,995 11,574 Net income 42,481 32,237 13,379 Equity capital 6,987 6,987 6,987 Reserves & surplus 43,694 34,298 15,828 Earnings per share (SGD per share)

6.08 4.61 1.91

Net asset value (SGD per share)

7.25 5.91 3.27

8.3 Group Companies Following is the list of the group companies:

Country Company name France (SIE) SOCIETE INDUSTRIELLE ENERGIE Singapore A. S. 5 Singapore Pte Ltd France A.M.R. Philippines ABRECO REALTY CORPORATION Peru AGUAYTIA SUMINISTROS Y EQUIPAMIENTOS S.A. Brazil AIR PREHEATER EQUIPAMENTOS LTDA France AIRE URBAINE INVESTISSEMENT Libya ALGEC GT SERVICES, LIBYAN JOINT VENTURE STOCK COMPANY United States of America ALSKAW LLC France ALSOMA G.E.I.E. France ALSTOM China ALSTOM (China) Investment Co., Ltd Switzerland ALSTOM (Schweiz) AG, ALSTOM (Switzerland) Ltd, ALSTOM (Suisse) SA Switzerland ALSTOM (Schweiz) Services AG ou ALSTOM (Switzerland) Services Ltd ou

ALSTOM (Suisse) Services SA Thailand ALSTOM (Thailand) Ltd China ALSTOM (Wuhan) Engineering & Technology Co., Ltd China ALSTOM (Yangzhou) High Voltage Bus-Ducts Co., Ltd South Africa ALSTOM Africa Holdings (Pty) Limited Algeria ALSTOM Algérie "Société par Actions" Argentina ALSTOM Argentina S.A. Malaysia ALSTOM Asia Pacific Sdn Bhd Russian Federation ALSTOM Atomenergomash


Page 53 of 140

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


Page 54 of 140

Country Company name China ALSTOM Grid Technology Center Co., Ltd Thailand ALSTOM Grid Thailand Ltd France ALSTOM Grid Transformateurs de Mesure SA Vietnam ALSTOM Grid Vietnam Company Ltd Slovakia ALSTOM Grid, spol. s r.o. Great Britain ALSTOM Group UK Ltd Greece ALSTOM Hellas S.A. Hungary Schneider Electric Energy China Schneider Ritz HV Instrument Transformers Co. Ltd. Thailand ALSTOM Holdings (Thailand) Co. Ltd China ALSTOM Hong Kong Ltd Hungary ALSTOM Hungary Co. Ltd. China ALSTOM Hydro China Co., Ltd Spain ALSTOM Hydro Espana, S.L. France ALSTOM Hydro France France ALSTOM Hydro Holding Malaysia ALSTOM Hydro Malaysia Sdn Bhd India ALSTOM Hydro R&D India Limited Sweden ALSTOM Hydro Sweden AB Venezuela ALSTOM Hydro Venezuela France ALSTOM I.T.C. ou ALSTOM Infrastructure Technology Center United States of America ALSTOM Inc. India ALSTOM Holdings (India) Limited Brazil ALSTOM Industria Ltda Romania ALSTOM Infrastructure Romania srl Switzerland ALSTOM Inspection Robotics AG ou ALSTOM Inspection Robotics Ltd ou

ALSTOM Inspection Robotics SA China ALSTOM Instrument Transformers (Shanghai) Co., Ltd. Egypt ALSTOM International Egypt S.A.E. Ireland ALSTOM Ireland Ltd Israel ALSTOM Israel Ltd Japan ALSTOM K.K. Kazakstan ALSTOM Kazakhstan LLP Iran ALSTOM Khadamat S.A. France ALSTOM Kléber Malraux France ALSTOM Kleber Sixteen France ALSTOM Kléber Thirteen France ALSTOM Kleber Twenty France ALSTOM Kleber Twenty One Poland ALSTOM Konstal Spolka Akcyjna Korea ALSTOM Korea Ltd Latvia ALSTOM Latvia Ltd France ALSTOM Leroux Naval Australia ALSTOM Limited Russian Federation ALSTOM Limited Germany ALSTOM Lokomotiven Service GmbH Great Britain ALSTOM Ltd France ALSTOM Magnets and Superconductors SA United States of America ALSTOM Maintenance Inc. Switzerland ALSTOM Management Resources AG (ou) ALSTOM Management Resources

Ltd


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Country Company name France ALSTOM Management SA India ALSTOM Manufacturing India Limited Morocco ALSTOM Maroc S.A. Mexico ALSTOM Mexicana S.A. de C.V. Mexico ALSTOM Mexico, S.A. de C.V. United Arab Emirates ALSTOM Middle East FZE Australia ALSTOM MSC PTY LIMITED Netherlands ALSTOM Netherlands BV France ALSTOM Network Power Switzerland ALSTOM Network Schweiz AG / ALSTOM Network Switzerland Ltd /

ALSTOM Network Suisse SA France ALSTOM Network Transmission France ALSTOM Network Transport Great Britain ALSTOM Network UK Ltd New Zealand ALSTOM New Zealand Holdings Limited Nigeria ALSTOM Nigeria Limited Great Britain ALSTOM Northern Line Service Provision Norway ALSTOM Norway AS Netherlands ALSTOM NV United States of America ALSTOM PAC Inc. Panama ALSTOM Panama, S.A. Great Britain ALSTOM Pension Trust Ltd Philippines ALSTOM Philippines, Inc. Poland ALSTOM Poland SSC Sp. z o.o. Portugal ALSTOM Portugal, S.A. Canada ALSTOM Power & Transport Canada Inc. / ALSTOM Energie & Transport

Canada Inc. India ALSTOM Power Boilers Services Limited Mexico ALSTOM Power Chicoasen, S.A. de C.V. Great Britain ALSTOM Power Construction Ltd Poland ALSTOM Power Construction Sp. zo.o. Switzerland ALSTOM Power Consulting AG (ou) ALSTOM Power Consulting Ltd France ALSTOM Power Conversion United States of America ALSTOM Power Conversion Inc. Czech Republik ALSTOM Power CZ, s.r.o., ALSTOM Group Germany ALSTOM Power Energy Recovery GmbH Denmark ALSTOM Power FlowSystems A/S Italy ALSTOM Power FlowSystems s.r.l. China ALSTOM Power Generation Limited Great Britain ALSTOM Power Generation Limited France ALSTOM Power Heat Exchange Turkey ALSTOM Power Hidroelektrik Uretim Tesis Ticaret ve Isletme Ltd Sti France ALSTOM Power Holdings SA Morocco ALSTOM Power Hydraulique SAS United States of America ALSTOM Power Inc. France ALSTOM Power Industrie United States of America ALSTOM Power International, Inc. Italy ALSTOM Power Italia S.p.A. Great Britain ALSTOM Power Ltd Netherlands ALSTOM Power Nederland B.V. New Zealand ALSTOM Power New Zealand Limited


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


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Country Company name Taiwan ALSTOM Taiwan Ltd China ALSTOM Technical Services (Shanghai) Co., Ltd Switzerland ALSTOM Technologie AG (ou) ALSTOM Technology Ltd (ou) ALSTOM

Technologie SA Great Britain ALSTOM Transport Singapore ALSTOM Transport (S) Pte Ltd Sweden ALSTOM Transport AB Netherlands ALSTOM Transport BV Germany ALSTOM Transport Deutschland GmbH United States of America ALSTOM Transport Holding US Inc. Great Britain ALSTOM Transport Hong Kong Ltd India ALSTOM Transport India Limited Korea ALSTOM Transport Korea Ltd France ALSTOM Transport SA Romania ALSTOM Transport SA Great Britain ALSTOM Transport Service Ltd United States of America ALSTOM Transportation Electronic Systems, Inc. United States of America ALSTOM Transportation Inc. Great Britain ALSTOM Transportation Projects International Ltd Great Britain ALSTOM Transportation Projects Limited Thailand ALSTOM Transportation Services Ltd Spain ALSTOM Transporte, S.A. Great Britain ALSTOM Turbine Generators India Ltd Australia ALSTOM UGL Rolling Stock Pty Limited Great Britain ALSTOM UK Great Britain ALSTOM UK Holdings Ltd United States of America ALSTOM USA Inc. Norway ALSTOM Vannkraft AS Venezuela ALSTOM Venezuela S.A. Vietnam ALSTOM Vietnam Company Limited Egypt ALSTOM Water Systems Brazil ALSTOM Wind Equipamentos Eolicos e Servicios France ALSTOM WIND France SAS Italy ALSTOM Wind Italia s.r.l. Spain ALSTOM WIND, SOCIEDAD LIMITADA Germany ALSTOM Zweite Verwaltungs GmbH France AMJ31 United States of America APCOMPOWER INC Spain APLICACIONES TECNICAS INDUSTRIALES, S.A. Egypt AREVA INTERNATIONAL EGYPT FOR ELECTRICITY TRANSMISSION &

DISTRIBUTION China AREVA SUNTEN ELECTRIC CO., LTD Great Britain AREVA SWITCHGEAR LIMITED Sweden AREVA T&D AB Algeria AREVA T&D ALGERIE SPA Norway AREVA T&D AS Australia AREVA T&D AUSTRALIA LTD Austria AREVA T&D AUSTRIA AG Belgium AREVA T&D BELGIUM SA Canada AREVA T&D CANADA INC. Chile AREVA T&D CHILE S.A.


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Country Company name Denmark AREVA T&D DANMARK A/S China AREVA T&D DISCONNECTOR (WUXI) CO., LTD Turkey AREVA T&D ENERJI ENDUSTRISI A.S China AREVA T&D ENTERPRISE MANAGEMENT (SHANGHAI) CO., LTD China AREVA T&D GUANGDONG SWITCHGEAR CO., LTD China AREVA T&D HUADIAN SWITCHGEAR (XIAMEN) CO. LTD Great Britain AREVA T&D HVDC India Ltd Spain AREVA T&D IBERICA, S.A. India ALSTOM T&D India Limited Italy AREVA T&D Italy S.p.A. Japan AREVA T&D JAPAN K.K. Germany AREVA T&D MESSWANDLER GMBHRITZ MESSWANDLER

LUDWIGSLUST GMBH Nigeria AREVA T&D NIGERIA LIMITED Finland AREVA T&D OY Great Britain AREVA T&D POWER ELECTRONIC SYSTEMS LTD France AREVA T&D Protection & Contrôle Netherlands AREVA T&D RUSAL BV Russian Federation AREVA T&D RUSAL ELECTRO ENGINEERING Colombia AREVA T&D S.A. Saudi Arabia AREVA T&D SAUDI ARABIA LTD China AREVA T&D SHANGHAI POWER AUTOMATION CO. LTD Poland AREVA T&D Sp.zo.o. Great Britain AREVA T&D SPR International Limited China AREVA T&D Suzhou High Voltage Switchgear Co., Ltd Great Britain AREVA T&D UK Ltd Uruguay AREVA T&D URUGUAY SA Venezuela AREVA T&D Venezuela, SA China AREVA T&D XIAMEN SWITCHGEAR CO. LTD China AREVA T&D YULI (BEIJING) DISCONNECTOR CO., LTD Mexico AREVA T&D, S.A. DE C.V. Brazil AREVA Transmissao & Distribuiçao de Energia Ltda China AREVA WUHAN TRANSFORMER CO., LTD Mexico BALMEC SA DE CV United States of America BBCP CORPORATION United States of America BTGS LP Uruguay BYRCO CORP SA Spain CALDERERIA TORRES ALTAMIRA, S.A. China CASCO SIGNAL LTD Brazil CEBRAF SERVICOS LTDA Italy CEGELEC ITALIA (IN LIQUIDAZIONE) France CENTRE D'ESSAIS FERROVIAIRE EN REGION NORD PAS DE CALAIS SA Mexico CERREY, S.A. de C.V. France CHANTIERS DE L'ATLANTIQUE Israel CITADIS ISRAEL Switzerland CLEVER ENGINEERING AG Germany CLEVER ENGINEERING GMBH i.L. France COGELEX Great Britain COGELEX LIMITED France COMPAGNIE DE MONTAGES ELECTRIQUES A L'EXPORTATION -

COMELEX


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Country Company name Morocco CONCEPELEC Switzerland CONSENEC AG (ou) CONSENEC Ltd (ou) CONSENEC S.A. China DALIAN PYUNG-IL CARIBONI POWER LINE PRODUCTS CO., LTD United States of America DDCP CORPORATION Netherlands DE BARTE ZEELAND B.V. Mexico DELAS REPSA Spain ECOTECNIA GALICIA, S.L. Spain ECOTECNIA INSTALACION, S.L. Spain ECOTECNIA NAVARRA, S.A. Spain ECOTECNIA PROMOCIONES EOLICAS INTERNACIONALES, S.A.U. Switzerland ENERCON ENGINEERING UND MONTAGE AG India ENERGY GRID AUTOMATION TRANSFORMERS AND SWITCHGEARS

INDIA LIMITED Spain EOLICA DE LA RUYA, S.L. Spain EOLICA HORMILLA, S.L. Spain EOLICA ORTEGA, S.L. Spain EOLICA TRAMUNTANA, S.L. Brazil ETE - EQUIPAMENTOS DE TRACAO ELETRICA LTDA France ETOILE KLEBER United States of America FFCP LLC Germany FFW GMBH - GESELLSCHAFT FUR PERSONAL UND

ORGANISATIONSENTWICLUNG France FRAMECA - FRANCE METRO CARACAS Libya FRENCH LIBYAN ELECTRICAL SERVICES COMPANY (FLESCO) Democratic republik of Congo

GEC ALSTHOM ACEC CONGO

Netherlands GEC ALSTHOM NV France GECI - GROUPEMENT D'ETUDES ET DE CONSTRUCTIONS

INDUSTRIELLES Canada GENERAL RAILWAY SIGNAL OF CANADA LIMITED ou SIGNALISATION

FERROVIAIRE GENERALE DU CANADA LIMITEE India GRID EQUIPMENTS LIMITED Great Britain HARDY TRAINCARE LIMITED Morocco HYDROMONTAGE (MAROC) SA (en cours de dissolution) France HYMEC - SOCIETE D'EQUIPEMENT HYDROMECANIQUE Brazil IMMA - INDUSTRIA METALURGICA E MACANICA DA AMAZONIA

LTDA Germany INTER-ELECTRO-GESELLSCHAFT MBH France INTERINFRA (COMPAGNIE INTERNATIONALE POUR LE

DEVELOPPEMENT D'INFRASTRUCTURES) France IPO - INSTITUT DE PARTICIPATIONS DE L'OUEST Spain IRVIA MANTENIMIENTO FERROVIARIO, S.A. Russian Federation JOINT VENTURE ALSTOM Power Uniturbo Limited Japan KAJIWARA IRON WORKS CO., LTD India KALYANI ALSTOM POWER LIMITED China KEEN MASTER LTD Spain LA MAQUINISTA TERRESTRE Y MARITIMA S.A. - MTM France LABORATOIRE OKSMAN SERAPHIN Malaysia LCM SWITCHGEAR MANUFACTURING SDN BHD France Lorelec Canada MECANIKA CONSTRUCTION INC


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


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

TECHNOLOGY INC China WUXI ALUMIN CASTING CO., LTD China XI'AN ALSTOM YONGJI ELECTRIC EQUIPMENT CO., LTD Russian Federation YUZHNY EXPRESS Russian Federation ZAO AREVA TRANSMISSION & DISTRIBUTION France Schneider Electric Industries SAS


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


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


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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) in the case of the Balance Sheet, of the state of affairs of the Company as at September 30, 2011; (b) in the case of the Statement of Profit and Loss, of the profit for the period ended on that date; and (c) in the case of the Cash Flow Statement, of the cash flows for the period ended on that date.


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Other matters – restriction of use

The accompanying financial statements have been prepared, and this report thereon issued, 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. Accordingly, this report should not be used, referred to or distributed for any other purpose without our prior written consent.

For S.R. Batliboi & Co. Chartered Accountants Firm’s Registration Number: 301003E

per Manoj Gupta Partner Membership No.:83906

Place: Gurgaon Date: December 15, 2011

STANDALONE BALANCE SHEET AS AT SEPTEMBER 30, 2011

(Rupees Thousands)

Schedules September 30,

2011 March 31, 2011

SOURCES OF FUNDS

Shareholders' Funds

Share capital 1 479,208 1,000

Reserves and surplus 2 2,057,139 (154)

2,536,347 846

Loan Funds

Unsecured loans 3 1,917,538 -

1,917,538 -

4,453,885 846

APPLICATION OF FUNDS

Fixed Assets 4

Gross block 2,725,514 -

Less: Accumulated depreciation 715,337 -

Net block 2,010,177 -

Capital work-in-progress (including Capital advances) 121,520 -

2,131,697 -


Page 66 of 140

(Rupees Thousands)

Schedules September 30,

2011 March 31, 2011

Investments 5 1,000 -

Deferred tax asset (Net) 12 52,111 23

Current Assets, Loans and Advances

Inventories 6 1,686,515 -

Sundry debtors 7 5,668,351 -

Other current assets 8 97,495 -

Loans and advances 9 640,935 1,000

8,093,296 1,000

Less: Current Liabilities and Provisions

Liabilities 10 5,553,618 177

Provisions 11 270,601 -

5,824,219 177

Net Current Assets 2,269,077 823

4,453,885 846

Notes to accounts 19

The schedules referred to above and notes to accounts form an integral part of this Balance Sheet.

As per our report of even date. For S.R.Batliboi & Co. For and on behalf of the Board of Directors Chartered Accountants Firm Registration No.301003E Per Manoj Gupta Partner Director Director Membership No.83906 Place: Gurgaon Place: Noida Date: December 15, 2011

STANDALONE PROFIT AND LOSS ACCOUNT FOR THE HALF YEAR ENDED SEPTEMBER 30, 2011


Page 67 of 140

(Rupees Thousands)

Schedules September 30, 2011

INCOME

Sales and services (Gross) 6,980,106

Less : Excise duty (506,978)

Sales and services (Net) 6,473,128

Other income 13 78,561

6,551,689

EXPENDITURE

Raw Material and Component consumed 4,926,591

Decrease/ (Increase) in inventories 14 (241,791)

Employee costs 15 577,537

Other manufacturing, administration and selling expenses 16 894,001

Interest 17 64,903

Depreciation / Amortisation 18 103,734

6,324,975

Profit Before Tax 226,714

Provision for taxation - Current (58,332)

Provision for taxation - Deferred (16,199)

Profit After Tax 152,183

Balance brought forward from previous year (154)

Balance carried over to the balance sheet 152,029

Basic and Diluted earnings per share of Rs 2/- each (in Rupees) 19(5) 0.64

Notes to accounts 19

The schedules referred to above and notes to accounts form an integral part of this Profit and Loss Account.

As per our report of even date. For S.R.Batliboi & Co. For and on behalf of the Board of Directors Chartered Accountants Firm Registration No.301003E Per Manoj Gupta Partner Director Director Membership No.83906 Place: Gurgaon Place: Noida Date: December 15, 2011

STANDALONE CASH FLOW STATEMENT FOR THE HALF YEAR ENDED SEPTEMBER 30, 2011


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(Rupees Thousands)

September 2011

A. CASH FLOW FROM OPERATING ACTIVITIES

Net profit before tax 226,714

Adjustments for:

Provision for contract losses (3,141)

Provision for warranties (19,075)

Provision for doubtful debts (16,892)

Bad debts / advances written off (net) 106,399

Depreciation 103,734

Interest paid 64,903

Operating profit before working capital changes 462,643

Adjustments :

Increase in Trade and other receivables (383,436)

Decrease / (Increase) in Inventories 216,550

Increase / (Decrease) in Trade payables and Liabilities (173,142)

Increase / (Decrease) in Provisions 100,585

Cash generated from operations 223,200

Income tax paid, net of refunds (54,529)

Net cash generated from operating activities (A) 168,671

B. CASH FLOW FROM INVESTING ACTIVITIES

Capital expenditure (including capital advances) (103,768)

Net cash used in investing activities (B) (103,768)

C. CASH FLOW FROM FINANCING ACTIVITIES

Interest paid (64,903)

Net cash (used in) / generated from financing activities (C) (64,903)

Net increase in cash and cash equivalents (A + B + C) -

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.e.f. April 1, 2011. This acquisition being cashless transaction settled by allotment of shares, has no specific impact on the cash flows of the Company.

As per our report of even date.


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For S.R.Batliboi & Co. For and on behalf of the Board of Directors Chartered Accountants Firm Registration No.301003E Per Manoj Gupta Partner Director Director Membership No.83906 Place: Gurgaon Place: Noida Date: December 15, 2011

SCHEDULES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED SEPTEMBER 30, 2011

1. SHARE CAPITAL

(Rupees Thousands)

September

30, 2011 March 31,

2011

Authorised

500,000 equity sharesof Rs 2/- each (Previous Year 500,000 equity shares of Rs 2/- each) 1,000 1,000

Issued, subscribed and paid up *

500,000 equity sharesof Rs 2/- each (Previous Year 500,000 equity shares of Rs 2/- each) – Refer Note 8 of Schedule 19 1,000 1,000

Share Capital Suspense Account 478,208 -

239,104,035 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])

479,208 1,000

*Out of this, 500,000 (Previous Year 500,000) equity shares are held by Areva T&D India Limited along with its nominee.

2. RESERVES AND SURPLUS

(Rupees Thousands)

As at

April 01,

2011

Addition on

acquisition of

distribution business*

Additions

for the

Period

Withdrawals and

Transfers

As at

September 30,

2011

Capital Reserve - 410,247 - - 410,247

General reserve - 1,494,863 - - 1,494,863

Balance in Profit and loss account (154) - 152,183 - 152,029

(154) 1,905,110 152,183 - 2,057,139


Page 70 of 140

(Rupees Thousands)

As at

April 01,

2011

Addition on

acquisition of


Additions

for the

Period

Withdrawals and

Transfers

As at

September 30,

2011

* Refer Note 8 of Schedule 19

3. UNSECURED LOANS (Short term)

(Rupees Thousands)

September 30,

2011 March 31,

2011

From banks – short term :

Packing credit - -

From banks 1,917,538 -

1,917,538 -

Note: Unsecured loan amounting to Rs. 1,917,538 has been assigned to the Company as per the Scheme of demerger as on April 1, 2011.

Transferred business was carried on under trust by the transferee Company (Areva T&D India Limited) until November 26, 2011, the effective date.

The Company is in the process of entering into a separate loan agreement with the bankers for the above loan.

4. FIXED ASSETS

(Rupees Thousands)

DESCRIPTION

As at

April 1, 2011

Addition on

acquisition of


Additions

during the

period

Disposals/

adjustments

during the

period

As at

September 30, 2011

GROSS BLOCK

Tangible assets

Freehold land - 103,355 - - 103,355

Leasehold land - 1,525 - - 1,525

Buildings - 1,003,583 9,500 - 1,013,083

Leasehold improvements - 88,500 1,553 - 90,053

Plant and machinery - 1,189,084 62,246 - 1,251,330

Furniture and fittings, and Office equipment - 252,196 10,027 - 262,223

Motor vehicles - 3,945 - - 3,945

- 2,642,188 83,326 - 2,725,514

Previous period - - - - -

ACCUMULATED DEPRECIATION

Tangible assets


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Freehold land - - - - -

Leasehold land - 59 1 - 60

Buildings - 79,853 19,889 - 99,742

Leasehold improvements 8,465 1,796 - 10,261

Plant and machinery - 377,270 58,523 - 435,793

Furniture and fittings, and Office equipment - 142,315 23,315 - 165,630

Motor vehicles - 3,641 210 - 3,851

- 611,603 103,734 - 715,337

Previous period - - - - -

NET BLOCK

Tangible assets

Freehold land - 103,355 103,355

Leasehold land - 1,466 1,465

Buildings - 923,730 913,341

Leasehold improvements - 80,035 79,792

Plant and machinery - 811,814 815,537

Furniture and fittings, and Office equipment - 109,881 96,593

Motor vehicles - 304 94

- 2,030,585 2,010,177

Previous period - - -

Capital work-in-progress (including capital advances) - 101,078 121,520

- 2,131,663 2,131,697


5. INVESTMENTS, Long term - At cost, Unquoted

(Rupees Thousands)

September

30, 2011 March 31,

2011

In Subsidiary:

500,000 shares of Rs 2/- each fully paid up in Energy Grid Automation Transformers and Switchgears India Limited 1,000 -

1,000 -

Note: The investments are in the name of Areva T&D India Limited, and the name change in the register of Members is yet to happen.

6. INVENTORIES (Lower of cost or net realizable value)


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(Rupees Thousands)

September

30, 2011 March 31,

2011

Stores and spare parts 294 -

Raw materials and components 800,596 -

Work-in-progress 753,919 -

Finished goods 131,706 -

1,686,515 -

7. SUNDRY DEBTORS

(Rupees Thousands)

September

30, 2011 March 31,

2011

Debts outstanding for a period exceeding six months*

Unsecured - considered good 1,997,564 -

- considered doubtful 310,426 -

2,307,990 -

Other Debts - considered good

Unsecured -considered good 3,670,787 -

3,670,787 -

5,978,777 -

Less: Provision for doubtful debts (310,426) -

5,668,351 -

* Includes retention monies Rs. 1,014,040 thousands.

8. OTHER CURRENT ASSETS

(Rupees Thousands)

September

30, 2011 March 31,

2011

Unbilled contract revenue 97,495 -

97,495 -

9. LOANS AND ADVANCES - Unsecured, considered good

(Rupees Thousands)

September

30, 2011 March 31,

2011

Advances recoverable in cash or in kind or for value to be received 269,328 1,000

Deposits - Others 141,503 -

Balances with excise authorities 224,456 -


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Balances with customs and port trust authorities 5,648 -

640,935 1,000

Note: There is no amount due from Directors / promoter companies.

10. CURRENT LIABILITIES

(Rupees Thousands)

September

30, 2011 March 31,

2011

Acceptances 470,487 -

Sundry creditors 4,055,530 -

Other liabilities 114,270 177

Payments received in advance from customers 913,331 -

5,553,618 177

11. PROVISIONS

(Rupees Thousands)

September

30, 2011 March 31,

2011

Contract losses 3,207 -

Warranties 75,182 -

Other contingencies 100,746 -

Provision for Tax(net of Advance tax) 3,459 -

Compensated leave 70,249 -

Gratuity 17,758 -

270,601 - 12. TAXATION

(Rupees Thousands)

September

30, 2011 March 31,

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, 1961 28,568 -

Provisions 133,405 -

Others - 23

161,973 23

Deferred tax liabilities arising on Timing differences on account of :

Depreciation on fixed assets 105,869 -

Others 3,993 -

109,862 -

Deferred tax (liability) / asset (Net) 52,111 23


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13. OTHER INCOME

(Rupees Thousands)

September 30, 2011

Profit on sale of fixed assets (net) -

Scrap sales 54,220

Provisions write-back 20,033

Miscellaneous income 4,308

78,561

14. DECREASE / (INCREASE) IN INVENTORIES

(Rupees Thousands)

September 30, 2011

Opening stock of Work-in-progress 551,477

Less : Closing stock of Work-in-progress 753,919

(Increase) / Decrease in Work-in-progress (202,442)

Opening stock of Finished goods 92,357

Less : Closing stock of Finished goods 131,706

(Increase) in Finished goods (39,349)

(241,791)

15. EMPLOYEE COSTS

(Rupees Thousands)

September 30, 2011

Salaries, wages, and bonus 477,449

Contribution to provident and other funds 42,956

Welfare expenses 57,132

577,537

16. OTHER MANUFACTURING, ADMINISTRATION AND SELLING EXPENSES

(Rupees Thousands)

September 30, 2011

Consumption of stores and spare parts 25,373

Power and fuel 34,688

Rent 18,858

Rates and taxes 70,441


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Repairs and maintenance

Buildings 15,234

Plant and machinery 10,947

Others 23,420

Insurance 12,119

Royalty and technical know-how 8,637

Freight and octroi 173,678

Travelling 106,347

Postage and telephone 9,009

Audit fees 4,500

Bank charges 9,912

Foreign exchange variation cost (net) 13,520

Bad debts written off 106,399

Trade mark fees 56,092

Data Management charges 77,489

Miscellaneous expenses 117,338

894,001

17. INTEREST

(Rupees Thousands)

September 30, 2011

Interest paid 64,903

64,903

18. DEPRECIATION / AMORTISATION

(Rupees Thousands)

September 30, 2011

Leasehold land 1

Buildings 19,889

Leasehold improvements 1,796

Plant and machinery 58,523

Furniture and fittings, and Office equipment 23,315

Motor vehicles 210

103,734

NOTES TO THE ACCOUNTS FOR THE HALF YEAR ENDED SEPTEMBER 30, 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, 2011 and is engaged in the business of manufacturing, designing, building and servicing technologically advanced products and systems for electricity distribution including products such as distribution


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transformers, medium voltage switchgears, medium and low voltage protection relays and electricity distribution and automation equipments.

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). For presentation of financial statements, the company has used the format prescribed under the pre-revised Schedule VI to the Companies Act, 1956. However, 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. The financial statements have been prepared under the historical cost convention on the accrual basis of accounting. In view of the fact that the Company was incorporated on March 12, 2011, the Company did not exist during the period April to September 2010 and therefore, comparatives in Profit and Loss Account and Cash Flow Statement are not presented.

2. 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.

For sale of goods revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. Sales are inclusive of excise duties and net of trade discounts, returns and sales tax. Export benefits are accounted for in the year of exports based on eligibility or when there is no uncertainty in receiving the amount, at the estimated realisable value / actual credit earned during the year.

Revenues from maintenance contracts are recognised pro-rata over the period of the contract as and when services are rendered.

(b) Foreign currency transactions

Transactions in foreign currencies are accounted at the monthly average / daily exchange rates which approximate the actual rates. Monetary assets and liabilities outstanding at the year end are restated at the closing rates. 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. 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; 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.

The Company uses forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and highly probable transactions. 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. In cases where the Company has entered into forward exchange contracts, with underlying transactions, the difference between the forward rate and the initial spot rate is recognised as an income or expense over the life of the contract. 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. Any profit or loss arising on cancellation of forward exchange contracts is recognized as income or expense for the year. Cash flows arising on account of roll over of forward contracts are recognised as income/expense of the year.

(c) Fixed assets and depreciation


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Fixed Assets are recorded at cost less accumulated depreciation. The Company capitalises all costs relating to acquisition and installation of fixed assets. 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. Cost of special tools is capitalised as plant and machinery.

Fixed assets, other than land, are depreciated pro-rata to the period of use based on straight line method over the estimated useful lives of assets, at the following annual rates which are higher than the rates specified under Schedule XIV of the Companies Act, 1956, wherever applicable:

Buildings /Leasehold improvements 2.5%, 4.0% and 33.33%

Plant and machinery 10.0%, 20.0% and 33.3%

Computers and EDP equipment 33.3% and 50.0%

Furniture and fittings, and Office equipment 10.0%, 15.0%, and 20.0%

Motor vehicles 25.0%

Assets individually costing less than Rs 5,000 /- are fully depreciated in the year of addition. Leasehold land/improvements are depreciated over a period not exceeding that of the lease. Direct expenditure on assets under construction or development is shown under Capital work-in-progress, 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. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, 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.

After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

A previously recognised impairment loss is increased or reversed depending on changes in circumstances. 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.

(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, Intangible Assets are met. Any expenditure so capitalized is amortised over the period of expected future sales from the related project i.e. over their estimated useful lives of ten years on a straight line basis.

The carrying value of development costs is reviewed for impairment annually when the asset is not yet in use, and otherwise when events or changes in circumstances indicate that the carrying value may not be recoverable.

(f) Leases

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified as operating leases. Operating lease payments are recognized as an expense in the Profit and Loss account on a straight-line basis over the lease term.


Page 78 of 140

(g) Technical know-how, Testing and Certification fees

Technical know-how, testing and certification fee in respect of new products is expensed in the year in which it is incurred.

(h) Inventories

Inventories comprising of raw material and components, work in progress, finished goods and stores and spares are valued at lower of cost (net of Cenvat, where applicable) and net realisable value. Cost includes cost of purchase, cost of conversion and other costs incurred in bringing the inventories to their present location and condition. Cost in respect of raw materials and components and stores and spares is established using moving weighted average method. Cost of finished goods and work-in-progress, determined on moving weighted average method, includes all applicable manufacturing overheads. The value of finished goods includes excise duty payable on despatch. The inventories are stated net of write downs / allowances on account of obsolete, damaged and slow-moving items.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.

(i) Investments

Long term investments are stated at cost of acquisition. The diminution, if any, in the value of investments stated at cost, is recognised when such diminution is considered other than temporary.

(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 interest rate payable by the Trust to the beneficiaries every year is being notified by the Government. The Company has an obligation to make good the shortfall, if any, between the return from the investments of the Trust and the interest cost based on notification and recognizes such obligation as an expense.

Having regard to the assets of the Fund and the return on the investments, the Company does not expect any deficiency in the foreseeable future, in excess of the amount already provided for as per the management estimates.

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, a defined contribution plan, and the same is expensed to Profit and loss account. The company has no liability other than its annual contribution.

iii) Gratuity: The Company makes contribution to a scheme administered by the Life Insurance Corporation of India ('LIC') to discharge gratuity liabilities to the employees, a defined benefit plan. The Company accounts its liability for future gratuity payouts based on actuarial valuation, as at balance sheet date, 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, certain additional amounts are paid depending upon the period served for the company. This additional gratuity is also determined by an actuarial valuation as on the balance sheet date, but is not funded through a separate corpus. Effects of changes in actuarial valuations are immediately recognized in the profit and loss account.

iv) Compensated leave: The Company records its liability on long term compensated leave based on actuarial valuation as at the balance sheet date, using the projected unit credit method. Effects of changes in actuarial


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valuations are immediately recognised in the profit and loss account. Short term employee benefits are recognised as an expense as per the company's scheme based on expected obligation on undiscounted basis.

(k) Long-term contracts

Sales revenue and margins on construction contracts and certain services are recognized according to the percentage of completion method ("PCM"), as provided in AS 7 ("Revised") - "Construction contracts". Sales revenue and income from long-term contracts are recognized over the period of performance of the contract on achievement of certain internal milestones. Depending on the contract terms, the percentage of completion is determined based on costs or the stage of physical completion. Under the cost-based PCM formula, the stage of completion is equal to the ratio of costs to the total estimated cost of the contract. Under the physical completion PCM formula, a predetermined percentage of completion is assigned to each stage of completion of the contract. 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. Income recognition arising on these contracts is based on estimated overall profitability of individual contracts reviewed periodically.

Direct costs incurred for long term contracts over and above the pro-rata to sales is considered as work-in-progress. Provision for expected loss is recognised immediately when it is probable that the total estimated contract costs will exceed total contract revenue, based on Management's analysis of the risks and exposures on a case to case basis.

(m) Taxation

Current tax is determined on the profit of the year in accordance with the provisions of Income Tax Act, 1961.

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. Deferred tax assets, subject to consideration of prudence, are recognised and carried forward only to the extent that they can be realized, and are reviewed periodically.

(n) Segment Reporting Policies

The Company is engaged in the business of Distribution activities only, and accordingly there are no primary segments to be reported, as per Accounting Standard 17 "Segment Reporting". The analysis of geographical segments is based on the areas in which major operating divisions of the Company operate.

(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.

For the purpose of calculating diluted earnings per share, 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. Management believes that the estimates used in the preparation of financial statements are prudent and reasonable. Actual results could differ from these estimates.


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(q) Provisions, 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. Contingent liabilities are not recognized as a liability but are disclosed in the notes. Contingent assets are neither recognised nor disclosed in the financial statements.

(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.

(s) Borrowing Costs

Borrowing costs directly attributable to the acquisition, 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. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds

3. Contingent liabilities

(a) The Company has Sales tax demands amounting to Rs 106,213 thousands (Previous Year Nil). The Company has preferred appeals against these demands which is pending before various appellate authorities, and has been advised that there are reasonable chances of success in these appeals.

(b) The Company has received demand for excise/ service tax amounting to Rs 443,721 thousands (Previous Year Nil) for various years. The Company has preferred appeals against these demands which is pending before various appellate authorities, and has been advised that there are reasonable chances of success in these appeals.

(c) Demands for pending concessional sales tax forms for various years amounts to Rs 360,666 thousands (Previous Year Nil). The company has, an ongoing process for collection and submission of these forms to the concerned authorities and does not foresee any liability in this regard. Amount deposited as at September 30, 2011 is Rs 54,601 thousand.

4. Excise Duty

Excise Duty on sales for the year has been disclosed as a reduction from the turnover. Excise duty relating to the difference between closing stock and opening stock has been included in Schedule 16 "Other Manufacturing, Administration and selling expenses".

5. Earnings per Share

(Rupees Thousands)

September 30,

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.

Net profit after tax 152,183

Weighted average number of shares used as denominator for Basic and Diluted earnings per share* 239,104,035


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Basic and diluted earnings per share of Rs 2/- each (in Rupees) 0.64

* The Company is in the process of issuing equity shares as stipulated in the Scheme. However, 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.

6. Disclosure requirements under Accounting Standard 29 on "Provision, Contingent Liabilities and Contingent Assets"

(Rupees thousands)

Balance as at April 01,

2011

Addition on acquisition of distribution business* Additions

Release/ Withdrawals

Balance as at

September 30, 2011

1. Provision for Warranties - 94,260 8,241 27,319 75,182

2. Provision for Other contingencies

- 40,646 60,100 - 100,746


Notes : 1. Provision for Warranties are estimated based on past obligations and are expected to be settled within next 15 to 18 months.

2. Provision for Other contingencies represents provisions in respect of indirect taxes.

7. Related party disclosures

a) List of Related parties and description of relationship

(i) Parties where control exists : ALSTOM Grid SAS, France (Holding Company),

ALSTOM Sextant 5 SAS, France, a special purpose vehicle formed with Alstom Holdings and Schneider

Electric Services Holdings. (Ultimate Holding Company)

T&D Holding, 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, Germany Schneider Electric (Australia) Limited, Australia

Alstom Grid Italy S.P.A., Italy Schneider Electric Energy Gmbh, Germany

ALSTOM Grid UK Limited, UK Schneider Electric Energy Poland Sp, Poland

Alstom S A Transport Tarbes, France Schneider Electric Energy UK Limited, UK

Areva Energietechnik Gmbh, Germany Schneider Electric Energy, France


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Areva Suzhou High Voltage, China Schneider Electric Huadia Switchgear (Xiamen) Co.,Limited., China

Areva T&D Australia Limited, Australia Schneider Electric Huadia Switchgear (Xiamen) Co.,Limited., Turkey

Areva T&D Enerji End A.S., Turkey Schneider Electric Industries, Malaysia

Areva T&D Limited, UK Schneider Electric Protection Et Controle, France

Areva T&D Protection Controle, France Schneider Enerji Endustrisi Sanayi Ve Ticaret A.S., Turkey

Areva T&D Uk Limited Systems Products P, UK Schneider Switchgear(Suzhou)Co.,Limited, China

Areva T&D Malaysia , Malaysia Schneider-Electric Energy Hungary Limited, Hungary

PT AREVA T&D Indonesia, Indonesia Shanghai Schneider Electric Power Automation Co. Limited, China

Areva T&D India Limited Schneider Electric India Private Limited

(iii) Key management personnel : Graham Johnson

(Rupees Thousands)

September 30, 2011 March 31, 2011

b) Transactions with related parties :

(i) With Holding Company - ALSTOM Grid SAS, France

Purchase Of Goods / Services 72,325

Royalty And Technical Know How 3,735

Research And Development 10,428

Sale Of Goods / Services 12,211

(ii) With subsidiaries :

Investments 1,000

(iii) With fellow subsidiaries :

Sale of goods / services

Areva T & D India Limited, India 228,000

Schneider Electric Energy Gmbh, Germany 31,497

Schneider Electric Industries, Malaysia 11,199

Schneider Electric India Pvt Limited, India 10,240

Schneider Switchgear(Suzhou)Co.,Ltd, China 9,469

Areva T&D Uk Ltd Systems Products P, UK 4,577

Schneider Electric Industries, Nigeria 3,636

Schneider Electric (Australia) Ltd, Australia 2,902

Others 6,150

Purchase of goods / services

Areva T & D India Limited, India 400,276


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(Rupees Thousands)


ALSTOM Grid UK Limited, UK 74,648

Schneider Electric Protection Et Controle, France 56,211

Alstom Grid Italy S.P.A., ITALY 41,107

Schneider Electric Energy Gmbh, Germany 27,975

Schneider Electric Energy, France 26,388

Schneider Electric Energy Poland Sp, Poland 22,430

Shanghai Schneider Electric Power Automation Co.,Ltd, China 12,448

Alstom Grid Gmbh, Germany 11,843

Others 14,987

(iv) With Key Management personnel :

Managerial remuneration 12,461

(c) Balances with Related Parties :

(i) With Holding Company - ALSTOM Grid SAS, France

Trade debtors 4,908 -

Trade creditors 7,727 -

(ii) With fellow subsidiaries :

Trade debtors and other receivables

Areva T & D India Limited, India 229,918 934

Schneider Electric Energy Gmbh, Germany 28,657 -

Schneider Electric Industries, Malaysia 11,363 -

Schneider Electric India Pvt. Limited, India 10,625 -

Schneider Electric Industries, Nigeria 3,829 -

Schneider Switchgear(Suzhou)Co., Ltd, China 3,396 -

Areva T&D Ltd, UK 3,025 -

Schneider Electric (Australia) Ltd, Australia 2,974 -

Others 6,608 -

Trade creditors

Areva T & D India Limited, India 133,112 -

Schneider Electric Protection Et Controle, France 77,540 -

Schneider Electric Energy Gmbh, Germany 27,562 -

Areva ERT, Tanzania, Tanzania 18,001 -

Areva T&D Protection Controle, France 11,112 -

Schneider Electric Energy, France 10,917 -

Schneider Electric Energy Poland Sp, Poland 9,047 -

ALSTOM Grid UK Limited, UK 8,501 -

Schneider Electric India Pvt. Ltd, India 3,293 -


Page 84 of 140

(Rupees Thousands)


Alstom Grid Italy S.P.A., ITALY 2,269 -

Others 4,533 -

Other Creditors

Schneider Electric Energy, France 6,695 -

Areva T&D Australia Limited, Australia 506 -

8. Acquisition of Distribution Business of Areva T&D India Ltd. : A scheme of arrangement for demerger between the Company, Areva T&D India Limited and their respective shareholders and creditors under section 391-394 of Companies Act, 1956, has been sanctioned by Hon’ble High Courts of Delhi and Gujarat, on October 24, 2011 and September 19, 2011 respectively. 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, 2011. In terms of the aforesaid Scheme the distribution business of Areva T&D India Limited has been demerged to the Company w.e.f. April 1, 2011.

As per the terms of the Scheme, the Company shall issue and allot 239,104,035 equity shares of Rs 2/- each fully paid to the shareholders of Areva T&D India Limited,as on the record date, on a proportionate basis, for every 1 (one) fully paid-up equity share of Rs. 2 /- (Rupees two) each held in Areva T&D India, 1 (one) fully paid-up equity shares of Rs. 2 /-(Rupees two) each of the Company. In terms of the Scheme, there are no fractional entitlements. Simultaneous to the issue of these shares, as per Scheme, existing shares (500,000 shares of Rs.2 each) issued to Areva T&D India Limited and its nominees will stand cancelled. The shares are to be issued at fair value.

The board of directors of Areva T&D India Limited in its meeting held on December 02, 2011 fixed December 15, 2011 as the ‘Record Date’ for purposes of determining the shareholders eligible to receive equity shares of the Transferee Company. After the record date, the Transferee Company will issue equity shares to the eligible shareholders, which shall be listed in the Stock Exchanges of BSE , NSE and Calcutta Stock Exchange, after completion of necessary formalities. Pending final allotment proposed equity shares are accounted for as "Share Capital Suspense account".

As per the accounting treatment detailed in the scheme, the Company has recorded under mentioned assets, liabilities and reserves of Demerged Undertaking vested in it, 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. As part of the assets and liabilities transferred, the Company has also recognized the deferred tax assets and liabilities pertaining to the Demerged Undertaking. Excess of book value of assets, 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 Amount

Fixed Assets (including Capital work in progress Rs. 101,078 thousand) 2,131,663

Investments 2,000

Deferred tax asset 68,288

Current Assets Loans & Advances 8,014,918

Total (A) 10,216,869

Liabilities taken over


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Unsecured Loan 1,917,538

Current Liabilities & Provisions 5,916,013

Total (B) 7,833,551

Net Assets taken over 2,383,318

Less: Share capital to be issued 478,208

General Reserve Acquired 1,494,863

Capital Reserve 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 Currency Amount in Foreign

Currency thousands Amount in

Rupees thousands Purpose

Buy USD 6,188 288,388 To hedge the import purchases

Sell USD 1,657 76,289 To hedge the exports sales

Total 7,844 364,677

Buy Euro 1,697 110,235 To hedge the import purchases

Sell Euro 1,731 116,019 To hedge the exports sales

Total 3,428 226,254

Particulars of unhedged foreign currency transactions outstanding at Balance sheet date:

Particulars Currency Amount in Foreign

Currency thousands Amount in Rupees

thousands

Imports USD 455 22,506

Euro 2,612 172,305

Others 95 6,032

Total 3,163 200,843

Exports USD 721 32,571

Euro 1,184 75,442

GBP 2 172

Total 1,907 108,185


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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 Total Assets Capital Expenditure

Australia 9,109 4,176 -

Germany 31,497 28,942 -

France 129,708 44,022 -

India 6,749,344 10,161,392 83,326

Other countries 60,448 39,572 -

Total 6,980,106 10,278,104 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 March 31,

2011

(I) Change in Benefit Obligation

Liability at the beginning of the year 131,115 -

Interest Cost 5,182 -

Current Service Cost 6,593 -

Benefit Paid (3,122) -

Actuarial (gain)/loss on obligations (4,733) -

Liability at the end of the year 135,035 -


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(Rupees Thousands)

September 30,

2011 March 31,

2011

(II) Fair value of Plan Assets

Fair value of plan assets at the beginning of the year 115,214 -

Expected Return on Plan Assets 5,370 -

Benefit Paid (3,122) -

Actuarial gain/(loss) on Plan Assets (185)

Fair value of plan assets at the end of the year 117,277 -

(III) Actual Return on Plan Assets

Expected Return on Plan Assets 5,370 -

Actuarial gain/(loss) on Plan Assets (185) -

Actual Return on Plan Assets 5,185 -

(IV) Amount Recognised in the Balance Sheet

Liability at the end of the year 135,035 -

Fair Value of Plan Assets at the end of the year 117,277 -

Difference (Funded Status) 17,758 -

Amount Recognised in the Balance Sheet 17,758 -

(V) Expenses Recognised in the Income Statement

Current Service Cost 6,593 -

Interest Cost 5,182 -

Expected Return on Plan Assets (5,370) -

Net Actuarial (Gain)/loss to be recognised (4,548) -

Expense Recognised in P & L 1,857 -

(VI) Balance Sheet Reconciliation

Opening Net Liability 15,901 -

Expense as above 1,857 -

Amount Recognised in Balance Sheet 17,758 -

(VII) Actuarial Assumptions : For the year

Discount Rate Current 8.40% -

Rate of Return on Plan Assets Current 9.45% -

Salary Escalation Current 7.00% -

Mortality table LIC (1994-96) -

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

(Rupees Thousands)


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September 30,

2011 March 31,

2011

Contract revenue recognised for the year 1,564,970 -

Aggregate amount of contract costs incurred and recognised profits (less recognised losses) for all contracts in progress upto the period ended 5,505,342 -

Gross amount due from customers for contracts in progress 467,364 -

Gross amount due to customers for contracts in progress 95,428 -

Advance received 326,931 -

Retention money received 539,968 -

13. Leases The Company has cancellable operating lease arrangements for its office premises, storage locations, residential premises and motor cars for its employees. Some of the lease agreements have escalation clause ranging from 5% to 15%. There are no exceptional / restrictive covenants in the lease agreements. Lease payments recognised in the statement of profit and loss for the period Rs.28,309 Thousands. 14. Prior year comparatives Prior year figures are not comparable. Prior year's figures have been recast/regrouped wherever considered necessary for comparative purposes. 9.1.2 Unaudited Standalone Financial Results for the Third Quarter and Nine Months ended December 31,

2011

(Rs. in Lakhs)

Particulars

3 months ended 31st December

2011 (Unaudited)

Previous 3 months ended

30th September 2011

(Unaudited)

Year to date figures for

Current period ended 31st

December 2011 (1st April 2011

to 31st December

2011) (Unaudited)

Previous Accounting Year ended 31st March

2011 (Audited)

1. (a) Net Sales/Income from Operations 40,675 30,276 105,406 -

1. (b) Other Income 260 500 1,046 -

2. Total Income [1(a) + 1(b)] 40,935 30,776 106,452 -


Page 89 of 140

(Rs. in Lakhs)

Particulars


2011 (Unaudited)


30th September 2011

(Unaudited)




to 31st December

2011) (Unaudited)


2011 (Audited)

3. Expenditure

a. Increase/decrease in stock in trade and WIP 1,331 (3,119) (1,087) -

b. Consumption of raw materials 27,105 24,507 76,371 -

c. Purchase of traded goods 0 0 0 -

d. Employees cost 3,358 2,824 9,133 -

e. Depreciation 588 579 1,625 -

f. Other expenditure 5,638 4,636 14,578 177

g. Total 38,020 29,428 100,621 177

4. Profit from Operations before other

Income, Interest and Exceptional Items (2-3)

2,915 1,348 5,831 (177)

5. Interest 250 314 899 -

6. Exceptional items

7. Profit (+)/ Loss (-) from Ordinary Activities before tax (3) - (4+5+6)

2,665 1,034 4,932 (177)

8. Tax expense 855 334 1,600 (23)

9. Net Profit (+)/ Loss (-) from Ordinary Activities after tax (7-8)

1,810 700 3,332 (154)

10. Extraordinary Items

11. Net Profit(+)/ Loss(-) for the period (9-10)

1,810 700 3,332 (154)

12. Paid-up equity share capital (Face Value of Rs 2/- each)

4,782 10 4,782 10

13. Reserves excluding Revaluation Reserves as per balance sheet of Previous Accounting Year)

14. Earnings Per Share (EPS)

a) Basic and diluted EPS before Extraordinary Items for the period, for the year to date and for the Previous year (not annualized)

0.76 0.29(7) 1.39 (0.31)

b) Basic and diluted EPS after extraordinary Items for the period, for the year to date and for the previous year (not annualized)

0.76 0.29(7) 1.39 (0.31)


Page 90 of 140

(Rs. in Lakhs)

Particulars


2011 (Unaudited)


30th September 2011

(Unaudited)




to 31st December

2011) (Unaudited)


2011 (Audited)

15. Public shareholding

- Number of shares 63,611,511 0 63,611,511 0

- Percentage of shareholding 26.6% 0 26.6% 0

16. Promoters and promoter group shareholding

- Number of shares 175,492,524 500,000 175,492,524 500,000

- Percentage of shareholding 73.4% 100.0% 73.4% 100.0%

Notes:

1. 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, 2012 and the results for the Quarter ended December 31, 2011 were subjected to "Limited Review" by the Auditors.

2. There were no pending Investor Complaints at the beginning or end of the quarter. During the Quarter, the Company did not receive any Investor Complaint.

3. The Company has only one business segment, i.e., business relating to product and systems for electricity distribution, and accordingly disclosure requirements as per Accounting Standard - 17 on Segment Reporting are not applicable.

4. The Company was incorporated on March 12, 2011 only, and hence comparative period figures are not available for the three months and nine months period ended December 31, 2010.

5. A Scheme of Arrangement for Demerger of Distribution business (“Scheme”), between the Company, and Areva T&D India Limited and their respective shareholders and creditors under section 391-394 of the Companies Act, 1956, was sanctioned by Hon’ble High Courts of Delhi and Gujarat, on October 24, 2011 and September 19, 2011 respectively. The certified true copies of the orders of the Hon'ble High Courts of Gujarat and Delhi were filed with the respective Registrar of Companies on November 26, 2011 (effective date). In terms of the aforesaid Scheme the distribution business of Areva T&D India Limited was demerged to the Company w.e.f. April 1, 2011. As per the terms of the Scheme, the Company has issued 239,104,035 equity shares of Rs 2/- each fully paid to the shareholders of Areva T&D India Limited, as on the record date , December 15, 2011 , on a proportionate basis, for every 1 (one) fully paid-up equity share of Rs. 2 /- (Rupees two) each held in Areva T&D India Limited 1 (one) fully paid-up equity shares of Rs. 2 /-(Rupees two) each of the Company.

6. In terms of the Scheme, the Company had filed application for listing of 239,104,035 equity shares of Rs.2/- each, issued as mentioned above, with the three stock exchanges viz. Bombay Stock Exchange Limited, National Stock Exchange of India Limited and Calcutta Stock Exchange Limited. National Stock Exchange of India Limited being the designated stock exchange. The said listing application is pending for approval. The above results


Page 91 of 140

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.

7. For the purpose of calculating EPS, for the quarter ended September 30, 2011, the shares issued as per note 5 above, 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.

8. At the last Board Meeting held on 16th December 2011, Mr. Graham Johnson resigned from the Board and Mr. Prakash Kumar Chandraker was inducted to the Board as Managing Director. At the said meeting, Mr. Vinod Kumar Dhall and Mr. Ranjan Pant were appointed as Additional Directors to the Board and Mr. Dhall, was appointed as non-executive Chairman of the Board.

9. Tax expense includes current tax and deferred tax.

10. Prior period figures have been reclassified/regrouped wherever necessary for comparative purposes.

By Order of the Board,

For Schneider Electric Infrastructure Limited

Place : New Delhi Prakash Kumar Chandraker

Date : January 23, 2012 Managing Director


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SECTION 10 - MANAGEMENT’S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND OPERATIONS

Overview This is the first year of operations of the Company. 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, which became effective from November 26, 2011. The Company has 9 manufacturing facilities in India spread over 5 locations, i.e. in Vadodara (3 units), Kolkata (2 units), Chennai (1 unit), Naini (2 units) and Noida (1 unit) and has 4 regional offices and 13 branch/sales offices located across the country. The Company is engaged in business of manufacturing, designing, building and servicing technologically advanced products and systems for electricity network, including products such as transformers, medium voltage switchgears, protection relays and electricity distribution management systems and software. While the Company was incorporated as ‘Smartgrid Automation Distribution and Switchgear Limited’, its name has been changed to ‘Schneider Electric Infrastructure Limited’ on December 8, 2011. Effective from the Appointed Date, during the period of reporting, 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, 2011 to September 30, 2011. Business Performance Review During the last year, the Company (earlier as part of ALSTOM T&D) has consolidated its position in the Indian distribution industry as market leader. 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, improvement of customer base and launch of new product offerings with significant success. During the first 6 months (April – September, 2011), orders were taken at significantly improved margin levels compared to the existing backlog, leading to a higher overall margin in backlog. As a result, the order backlog at the end of the period represents approximately 12 month of sales, with improved margins to be maintained or even improved during execution. The Company has a new area of focus in renewable energy and entered solar, wind and glass segments with a major break-through in solar segment (market leadership in AC evacuation substations for solar projects, with more than 310 MW to be completed by March 2012). The Company also has strong references for biomass & captive power projects. Despite good order flow and sales performance, operating margin was impacted by weaker margin on some short-cycle orders or execution of lower margin orders in backlog. In addition, raw material prices, especially copper, had a material impact on margins at execution, especially in the transformers business. This could be only partly counterbalanced by strict cost control measures.

Results of Operations The table below sets forth, for the period indicated, 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, 2011

Amount % of Total Income

INCOME

Sales and services (Gross) 6,980,106 106.5%

Less : Excise duty (506,978) (7.7%)

Other income 78,561 1.2%

6,551,689 100.0%


Page 101 of 140

EXPENDITURE

Raw Material and Component consumed 4,926,591 75.2%

Decrease/ (Increase) in inventories (241,791) (3.7%)

Employee costs 577,537 8.8%

Other manufacturing, administration and selling expenses 894,001 13.6%

Total Manufacturing & Other Expenses 6,156,338 94.0%

Interest 64,903 1.0%

Depreciation / Amortisation 103,734 1.6%

Profit Before Tax 226,714 3.5%

Provision for taxation - Current (58,332) (0.9%)

Provision for taxation - Deferred (16,199) (0.2%)

Profit After Tax 152,183 2.3% Significant Accounting Policies For critical accounting policies used in the preparation of accounts, see the Section titled “Financial Information” in this Information Memorandum. 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, which has affected orders and sales profitability during the period, leading to lower margins during execution. Despite market conditions, the Company managed to take higher margin orders during the period, which are in backlog and should be executed during 2012 and beyond. Commodity Price Risk The Company is exposed to the risk of price fluctuation on raw materials, energy sources as well as finished goods. Increasing prices of raw material, which could not be hedged at the time, 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. Action plans and initiatives have been launched to limit exposure to raw material prices and pass on price rise, whenever possible. Commodity hedging policies have also been introduced. Working Capital Management Risk Growth in orders and sales has had a negative impact on working capital, with inventory and work-in-progress increasing over the period thereby impacting cash flow. Measures have been taken for a more efficient working capital management, 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. Also, prevailing weak economic conditions are making it more difficult to collect dues from some categories of customers, especially public sector undertakings and this is having an impact on the Company’s cash flow. Stricter credit policy has been introduced to minimize collection risk, minimize delay in collection and to ensure working capital cycle is not impact adversely. A central cash collection organization has been introduced and strengthened. A stricter policy on payment terms has also been implemented. Significant developments since 30 September 2011 Post the effectiveness of Scheme of Demerger, the name of the Company had been changed to ‘Schneider Electric Infrastructure Limited’. Following the Effective Date, the Company has applied or is in process of applying for indirect


Page 102 of 140

tax registrations in all states of India. In addition, the change of name has been communicated to all customers of the Company, 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’.


Page 103 of 140

SECTION 11 - OUTSTANDING LITIGATIONS, DEFAULTS AND MATERIAL DEVELOPMENTS 11.1 Company:

As per the Scheme of Demerger, if any proceedings are pending as of the Effective Date or initiated thereafter against ALSTOM T&D pertaining to the Demerged Undertaking, the same shall not abate, be discontinued or in any manner be prejudicially affected by reason of the Scheme of Demerger and the proceedings may be continued, prosecuted and enforced, by or against the Company in the same manner and to the same extent as they would or might have been continued, prosecuted and enforced by or against ALSTOM T&D, as if this Scheme of Demerger had not been made. Below are details of the litigations involving the Company:

11.1.1 By the Company

Commercial and labour litigations:

Description of Suit / Show cause notice

etc.

Brief description of the dispute

Current status Amount Claimed

CP No. 75 of 2009 The Company has filed a winding up petition against Rana Sugars.

The matter is pending before the Punjab and Haryana High Court.

Rs. 4,80,00,000

CP no. 38 of 2010 The Company has filed a winding up petition against Crown Milk Speciality Private Limited.


Rs. 19,00,000

502 of 2006 The Company has filed a suit against Siddharth Constructions for recovery of the outstanding amounts due.

The matter is pending before the Civil Judge (Senior Division), Kanpur.

Rs. 28,81,193

515 of 2007 The Company has filed a case against Megawin Switchgear Private Limited, Salem & 2 others, for infringement of drawings.

The matter is pending before the Madras High Court.

Rs. 25,00,000 (approximately)

C.P. No. 241 of 2010

The Company has filed a winding up petition against Bheema Cements.

The matter is pending before the Andhra Pradesh High Court.

Rs. 1,57,00,000

Arbitration No. 59 of 2011

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 matter is pending before the Andhra Pradesh High Court for appointment of the arbitrator.

Rs. 1,63,00,000

CP No. 120/2011 The Company has filed a winding up petition against KLG Systel.


Rs. 1,21,00,000

CC No. 55 of 2011 The Company has filed The matter is pending Rs. 1,63,00,000


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etc.



a complaint under Section 138 of the Negotiable Instruments Act, 1881 against Endura Control and Automation Private Limited.

before the XIV Additional Chief Metropolitan Magistrate, Nampally.

Complaint No. 3439/1/11

The Company has filed a complaint under Section 138 of the Negotiable Instruments Act, 1881 against Shree Conveyors Private Limited, Delhi.

The matter is pending before the Metropolitan Magistrate, Tis Hazari Court, Delhi.

Rs. 61,15,000

CC No. 8233/2010 The Company has filed a complaint under Section 138 of the Negotiable Instruments Act, 1881 against Ravindra Kumar of Manisha Enterprises, Hyderabad.

The matter is pending before the Judicial Magistrate of First Class.

Rs. 28,91,283

CC No. 1653 of 2010 The Company has filed a complaint under Section 138 of the Negotiable Instruments Act, 1881 against Endura Control and Automation Private Limited.

The matter is before the XIV Additional Chief Metropolitan Magistrate, Nampally.

Rs. 22,00,000

CC No. 794 of 2009 The Company has filed a complaint under Section 138 of the Negotiable Instruments Act, 1881 against Rana Sugars.

The matter is pending before the Chief Judicial Magistrate, Allahabad.

Rs. 20,00,000

CC No. 2046 of 2009 The Company has filed a complaint under Section 138 of the Negotiable Instruments Act, 1881 against Power Drive.

The matter is pending before the XVIII Metropolitan Magistrate, Saidapet, Chennai.

Rs. 19,00,000

CC No.4147/11 The Company has filed a complaint under Section 138 of the Negotiable Instruments Act, 1881 against Ravindra Brothers.

The matter is pending before the Metropolitan Magistrate, Dwarka, Delhi.

Rs. 16,88,000


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etc.



CC No. 1694 of 2010 The Company has filed a complaint under Section 138 of the Negotiable Instruments Act, 1881 against Endura Control and Automation Private Limited.

The matter is currently pending before the XIV Additional Chief Metropolitan Magistrate, Nampally.

Rs. 15,66,250

824/2008

The Company has filed a complaint under Section 138 of the Negotiable Instruments Act, 1881, against Naveen Singhal, Marketing Associates.

The matter is pending before the Metropolitan Magistrate, Rohini, Delhi.

Rs. 15,00,000

CC No. 108/10 The Company has filed a complaint under Section 138 of the Negotiable Instruments Act, 1881 against Chandra Shekhar Chakraborty and Rita Agency, Kolkata.

The matter is pending before the Judicial Magistrate, Alipore, Kolkata.

Rs. 82,000

Sales tax litigations:

Assessment year Brief description of the dispute Current status Amount claimed 1993-94 ( CST) Non collection of declaration

forms. - Rs. 16,792,810

1997-98 (CST) Non collection of declaration

forms. - Rs. 2,800,000

1997-98 (WBST)

Non collection of declaration forms.

- Rs. 3,200,000

2002-03 (CST) Non collection of declaration forms.

- Rs. 10,858,564

2003-04 (CST) Non collection of declaration forms.

- Rs. 14,475,645

2004-05 (CST/VAT)

Non collection of declaration forms.

- Rs. 7,500,000

2005-06 (VAT / CST)

Non submission declaration forms.

- Rs. 10,400,000

2006-07 (VAT /CST0

Input tax claim disallowed, non submission of declaration forms.

- Rs. 33,200,000

2007-08 (VAT/CST)

Input tax claim disallowed, non submission of declaration forms.

- Rs. 168,384,050

2006-07 Non collection of declaration forms.

Appeal filed with Jt. Commissioner (Appeals) and case remanded back for

Rs. 76,381,460


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Assessment year Brief description of the dispute Current status Amount claimed fresh assessment. Remand hearing yet to be conducted. Forms collected for Rs.222 crores and amount of Rs. 5.3 crores deposited. Thereby demand likely to be reduced by Rs. 18.6 crores approximately.

2006-07 Seizure of fibre glass being transported from Rotary Electricals, Haridwar to Naini plant without road permit.

Demand of Rs. 3,600/- confirmed by DC vide order dated June 11, 2010

Rs. 3,600

2007-08 Seizure of Al. Gland cable being transported from Bhagirathi, Kolkata to Naini plant without road permit

Seizure held property by DC, appeal filed with Jt. Commissioner (Appeals). Demands confirmed by appeals vide order dated September 3, 2009.

Rs. 3,600

2010-11 Seizure of transformer sold to M/s Singhal Enterprises by Assistant Commissioner, Mobile squad, Allahabad on charges of incomplete documentation.

40% of Rs.2.17 crores demanded as security for provisional release of material. Appeal filed with Tribunal and released after deposit of Rs. 29 lakhs towards security. Matter is pending with Jt. Commissioner (Corporate), Commercial Tax at Allahabad.

Rs. 7,34,063

2010-11 Demand of duty towards incomplete particulars in Form 38 against movement of cargo from Mumbai port to Allahabad.

Provisionally released against deposit of Rs.7,30,500/- as security deposit. Demand of Rs.1948000/- imposed by Jt. Commissioner vide order no. 05 dated June 29, 2011.

Rs. 1,948,000

2005-06 BHU Project Sales Tax Assessment at Varanasi exparte order.

- Rs. 5,500,000


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Assessment year Brief description of the dispute Current status Amount claimed 2007/08 VAT Audit objections & exparte

assessment done. Case remanded back to the Assessing Authority. Estimated risk will be only Rs. 50 lakhs.

Rs. 60,000,000

- Difference in interpretation. - Rs. 81,944 2008 09 Non collection of declaration

form CST. - Rs. 262,291

2005/06 Benefit of admitted tax, input tax & TDS certificates not given.

- Rs. 18,342,731

Excise and Service Tax litigations:

Forum Current status Amount claimed

Commissioner (Appeals) Allahabad

Seizure of spares while being transported to railway station alleging transportation without Invoice. Set aside by Commissioner (Appeals).

Rs. 8,822

Tribunal Delhi Demand of duty for exemption u/n 108/95 - Funded by JBIC (Mar-May 2001). Unconditional stay granted by Tribunal.

Rs. 1,638,444

Tribunal Delhi Demand of duty for exemption u/n 108/95 - Funded by JBIC (Mar-May 2001) Comm. (Appeals dropped the penalty Appeal filed by Department to Tribunal Delhi).

Rs. 3,276,888

Tribunal Delhi Demand of duty for exemption u/n 108/95 - Funded by JBIC (Mar-May 2001).

Rs. 5,379,200

Kolkata High Court Non inclusion of 15% profit margin in transfer pricing.

Rs. 5,131,260

Chennai- CESTAT Wrong availment of CENVAT on IU transfer from SLW.

Rs. 361,586,725

Commissioner (Appeals) LTU

Short payment of duty due to CAS 4 not followed.

Rs. 1,349,248

CESTAT - Chennai Ineligible CENVAT credit availed on repair services.

Rs. 680,291

CESTAT - Chennai Under valuation of VIT tubes CAS 4 not considered by department for earlier period.

Rs. 5,208,620

Asstt. Commissioner Exemption claimed against alleged wrong certificate u/n 6/2002

Rs. 66,783

Asstt. Commissioner Demand for erroneous sanction of refund claim

Rs. 1,280,000

Assistant Commissioner, LTU

Refund Claim allowed by Commissioner of Central Excise (Appeals), Kolkata. Appeal filed by LTU with CESTAT with stay application, demanding payment with interest.

Rs. 123,546


Page 108 of 140

Forum Current status Amount claimed Assistant Commissioner, LTU

Wrong availment of CENVAT credit on outward freight for services rendered prior to March 31, 2008.

Rs. 96,631


Availment of CENVAT credit of service tax paid on Rent-a-cab service.

Rs. 3,574


CENVAT credit taken on Service tax paid on out-door catering service.

Rs. 18,723


Availment of CENVAT credit of service tax paid on rent-a-cab service.

Rs. 54,726


CENVAT credit taken on service tax paid on Out-door catering service.

Rs. 150,255

Addl. Commissioner, LTU

Wrong availment of CENVAT credit on outward freight for services rendered prior to March 31, 2008

Rs. 540,211


Availment of CENVAT credit of service tax paid on rent-a-cab service

Rs. 75,325


Availment of input service credit on repair services carried out in the premises of the customer.

Rs. 59,695

Addl. Commissioner, LTU

Non payment of service tax on Trade mark fees.

Rs. 4,139,431



Rs. 52,680



Rs. 141,446

Joint Commissioner, LTU

Wrong availment of CENVAT credit on outward freight for services rendered prior to March 31, 2008

Rs. 798,701



Rs. 107,033



Rs. 240,147



Rs. 25,976

Assistant Commissioner LTU

CENVAT credit taken on service tax paid on Out-door catering service.

Rs. 158,080

Superintendent CENVAT credit taken on service tax paid on Out-door catering service.

Rs. 6,106

Assistant Commissioner Availment of input service credit on Rs. 35,032


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Forum Current status Amount claimed LTU repair services carried out in the

premises of the customer. Superintendent CENVAT credit taken on Service

tax paid on Out-door catering service.

Rs. 2,604

Superintendent CENVAT credit taken on service tax paid on Out-door catering service.

Rs. 13,112

Dy. Commissioner Service tax on royalty made at the time of payment and not at the time of provisioning.

Rs. 104,276

Dy. Commissioner Service tax on royalty made at the time of payment and not at the time of provisioning.

Rs. 308,904

Addl. Commissioner LTU

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

Rs. 547136

Mixed excise and service tax litigations, i.e. those that involve both ALSTOM T&D and the Company

Forum Brief description of the dispute Amount claimed by the Company

Joint Commissioner, LTU

Payment of Service Tax on GTA through CENVAT (October 2005 – April 2006).

Rs. 1,241,144

Additional Commissioner, LTU


Rs. 529,628



Rs. 97,636

Assistant Commissioner


Rs. 21,495



Rs. 102,671



Rs. 116,720


In eligible service tax credit on outward freight availed during December, 2007 to March, 2008.

Rs. 204,644


CENVAT credit availed on mobile service. Rs. 107,360

Commissioner, LTU Abatement availed while paying service tax on goods transport service without valid documents.

Rs. 1,597,811


Inputs cleared by availing concessional rate of customs duty under notification 25/99 re-exported as such.

Rs. 27,048


Inputs cleared by availing concessional rate of customs duty under notification 25/99 cleared as such to service centres.

Rs. 15,412


Inputs on which cenvat credit availed exported as such without any manufacturing activity.

Rs. 46,977

Additional Commissioner, LTU


Rs. 120,084

Deputy Commissioner

Non-Reversal of CENVAT Credit in respect of inputs removed as such for export.

Rs. 896

Additional Commissioner

Clearence of mandatory spares under notification 6 of 2006.

Rs. 584

Additional Captive consumption of relays in the manufacture of Rs. 27,723


Page 110 of 140


Commissioner control panels cleared under notification 6/2006. Commissioner, LTU Non-payment of interest on duties paid belatedly through

supplementary invoices. Rs. 407958

Commissioner, LTU Non payment of Service Tax on trade mark fees. Rs. 5,916,454

Deputy Commissioner, LTU

Wrong availment of service tax credit on rent a cab service.

Rs. 28722

Commissioner (Adj.), New Delhi

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.

Rs. 473,600

Tribunal, Delhi Payment of Service Tax on GTA thru' CENVAT (April-Sept'05) Unconditional stay granted by Tribunal. Department filed appeal with High Court Allahabad.

Rs. 514,135

CESTAT, Chennai Non payment of interest on duty paid for supplementary invoices belatedly.

Rs. 1,572,965

CESTAT, Chennai Short payment of service tax on GTA claim of abatement disallowed.

Rs. 83,175

CESTAT, Chennai Credit availed on SAP maintenance charges not eligible. Rs. 205,407 CESTAT, Chennai 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.

Rs. 2,152,560

CESTAT, Chennai Demand of amount equal to credit availed on mandatory spares cleared as such under notification 6 of 2006.

Rs. 1,200,000

CESTAT, Chennai Demand of amount equal to credit availed on mandatory spares cleared as such under notification 6 of 2006.

Rs. 359,593

CESTAT, Chennai 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.

Rs. 597,038

Commissioner (Appeals), LTU

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.

Rs. 511,835

CESTAT, Chennai Clearance of goods to Coastal Gujarat Power Limited under Notification 6 of 2006.

Rs. 296,126


Demand of amount equal to credit availed on mandatory spares cleared as such under notification 6 of 2006.

Rs. 149,232


Non payment of amount equal to CENVAT availed on inputs cleared as such for exports.

Rs. 29,131

CESTAT, Chennai Non payment of Interest on duty paid for supplementary invoices belatedly.

Rs. 270,549



Rs. 396,105

Commissioner, LTU Non payment of service tax on amount paid for the use of trade mark.

Rs. 33,408,129



Rs. 412



Rs. 20,520

Commissioner Demand of amount equal to credit availed on mandatory Rs. 50,177


Page 111 of 140


(Appeals), LTU spares cleared as such under notification 108/95. Commissioner (Appeals), LTU

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.

Rs. 109,179


Service Tax credit availed on Invalid documents as alleged by department.

Rs. 73,220

CESTAT, Chennai 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.

Rs. 10,115,494


Availment of credit in respect of inputs exported as such. Rs. 15,086

CESTAT, Chennai Non payment of Interest on duty paid for supplementary invoices belatedly.

Rs. 115,174

CESTAT, Chennai Non payment of ST on trade mark fees. Rs. 6,742,164

Mixed sales tax litigations, i.e. those that involve both ALSTOM T&D and the Company

Assessment Year Brief description of the dispute

Current status Amount claimed by the Company

2005-06 (central) Non collection of declaration forms.

Forms submitted Revised order expected.

Rs. 500,000

2006-07(central) Non collection of declaration forms.

Forms submitted. Revised order expected.

Rs. 7,102,175

2006-07 (local) Levy of purchase tax due to unregistered purchases made

Forms submitted Revised order expected.

Rs. 330,000

2001-02 Levy of interest demand due to non collection of declaration forms.

10% of interest deposited under interest waiver scheme on July 30, 2011. Order awaited for closure of case.

Rs. 2,164,000

2002-03 Interest demand on Non collection of declaration forms.

10% of interest deposited under interest waiver scheme on 30.07.2011. Order awaited for closure of case.

Rs. 1,514,692

2007-08 (Jan - Mar'08)

Non collection of declaration forms

Appeal filed before Additional Commissioner (Appeals). Stay granted for 40%.

Rs. 1,121,952


Page 112 of 140

Assessment Year Brief description of the dispute

Current status Amount claimed by the Company

2011-12 Seizure of CRGO being purchased from POSCO INDIA, Pune on use of expired road permit (Form 38). Seizure note no. 729 dated September 9, 2011.

Provisionally released against deposit of Rs.9,92,000/- as security deposit. Matter is pending with Jt. Commissioner (Corporate), Commercial Tax at Allahabad.

Rs. 1,948,000

1983-84 Stock transfer dispute. Department alleges that these are pre-determined interstate sales. This is Department Appeal. First appeal decided in our favour.

This is departmental appeal.

Rs. 452,903


This is departmental appeal

Rs. 1,128,299


Status not known. Consultant is not having any related files.

Rs. 4,439,976

1991-92 Levy of penalty for wrong disclosure of turnover. Non furnishing of required documents for Export & other claims.

25% of the penalty paid. Balance stayed by Tribunal

Rs. 291,456

2009-10 Material hold by for non endorsement of L R (appeal filed but case to be settled.

Rs. 87,164

2007-08 Demand for Sales Tax due to Non Collection of Forms.

Rs. 9,609,654


Page 113 of 140

11.1.2 Against the Company


etc.

Brief description of the dispute Current status Amount claimed

Case No. 35/2010 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. The Company has been made a party to this complaint.

The matter is pending before the National Consumer Disputes Redressal Commission, Delhi.

Rs. 8,80,000

O.S. No. 722 of 2010

Tecsis GmBH has filed a civil suit against the Company.

The matter is pending before City Civil Court, Secunderabad.

Rs. 7,41,926

38977/2008 Ram Babu Jaiswal, a contract labour had filed a suit in the lower court against the Company, demanding that the Company should provide him permanent employment. The matter was dismissed. Ram Babu Jaiswal has now filed an appeal before the High Court.

The matter is pending before the Allahabad High Court.

Rs. 50,000

Writ No. 27094/99

Dharam Pal Singh had taken voluntary retirement with effect from January 9, 1999. All his dues were settled. 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.


Rs. 50,000

Writ No. 13320/99

R.A.P. Yadav had raised an industrial dispute claiming that his date of birth was not correct and hence he had been prematurely superannuated. R.A.P. Yadav died on October 12, 2007. His sons have filed an affidavit before the court for their nomination as Respondent.


Rs. 50,000

55827/2008

Nand Lal, a casual labour had filed a suit in the lower court against the Company, demanding that the Company should provide him permanent employment. The matter was dismissed. Nand Lal has now filed an appeal before the High Court.


Rs. 50,000

56026/2008 Jeet Lal, a casual labour had filed a suit in the lower court against the Company, demanding that the Company should provide him permanent employment. The matter


Rs. 50,000


Page 114 of 140


etc.


was dismissed. Jeet Lal has now filed an appeal before the High Court.

55829/2008 Ashok K Vishwakarma, a casual labour had filed a suit in the lower court against the Company, demanding that the Company should provide him permanent employment. The matter was dismissed. Ashok K Vishwakarma has now filed an appeal before the High Court.


Rs. 50,000

56021/2008

Sarju Prasad along with others, are casual labour who had filed a suit in the lower court against the Company, demanding that the Company should provide them permanent employment. The matter was dismissed. Sarju Prasad and others have now filed an appeal before the High Court.


Rs. 50,000

56351/2003

Brajendra Pal Dwivedi, a casual labour had filed a suit in the lower court against the Company, demanding that the Company should provide him permanent employment. The matter was dismissed. Brajendra Pal Dwivedi has now filed an appeal before the High Court.


Rs. 50,000

TC No. 172/2009 Employee State Insurance Corporation has demanded Rs. 1,02,305 for the period 1995-96 and 1996-97. Employee Insurance Court has granted an injunction and has directed the Company to pay Rs. 47,000.

The case is pending before the Employee Insurance Court.

Rs. 1,02,305

TC No. 171/2009

Employee State Insurance Corporation has demanded Rs. 3,60,382 for the period 1995-96 and 1996-97. Employee Insurance Court has granted an injunction and has directed the Company to pay Rs. 70,000.

The case is pending before the Employee Insurance Court.

Rs. 3,60,382

WP No. 216 of 2010 Employee State Insurance Corporation has demanded Rs. 77,83,438 from the Company for the period 1993-98. 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 Calcutta High Court.

Rs. 77,83,438


Page 115 of 140


etc.


directed that no coercive steps shall be taken by the corporation.

Employee Insurance Court 733A/70 19.7.99

Employee State Insurance Corporation has demanded Rs. 1,21,046 from the Company. An appeal has been filed before Employee Insurance Tribunal.

The matter is pending before the Employee Insurance Court.

Rs. 1,21,046

O.S No. 8/1994 It is a matter between Sirdar Mirza and Basappa & Others. This suit has been filed by Sirdar Mirza seeking damages for alleged illegal occupation of premises by Basappa and others. The Company has been made party to this suit as defendant no. 6.

The matter is pending before the City Civil Court, Bangaloru.

N.A.

11.1.3 Directors:

Presently, there are no litigations by or against the Directors.

11.2 Promoters:

Below are details of the material litigations involving the promoters, as appearing in their respective latest annual reports. Other than these material litigations, there are no other material litigations that have been disclosed by the respective promoters in their latest annual reports:

11.2.1 ALSTOM Grid SAS

Brief description of the dispute Current status Amount Claimed 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, AREVA and Siemens groups. The claim for damages is based on alleged infringements of the European Community Treaty. 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.

The matter is pending before the High Court of London.

The amount claimed specifically against ALSTOM Grid SAS is not specified by National Grid Electricity Transmission PLC

EDF Energy Networks in the United Kingdom issued a claim for civil damages against T&D Holding, ALSTOM Grid SAS and

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 116 of 140

Brief description of the dispute Current status Amount Claimed companies from the ABB and Siemens groups. The claim for damages is based on alleged infringements of the European Community Treaty. 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.

11.2.2 T&D Holdings

Please refer to the litigation disclosed under paragraph 11.2.1 above. 11.3 Promoter Group:

None of the promoter group companies have reported any material litigation (by and against) in their respective latest annual reports.

11.4 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:

11.4.1 American Power Conversion (India) Private Limited

Description of Suit / Show cause notice etc.



Directorate of Revenue Intelligence, Bangalore v. American Power Conversion (India) Private Limited

Directorate of Revenue Intelligence, Customs, on July 23, 2010 issued a show cause notice on the company alleging evasion of custom duty and excise aggregating to USD 46.6 million (along with interest and penalty), for the period 2002 - 2008. This evasion is alleged to be on account of (i) undervaluation of the products that were cleared to domestic tariff area; (ii) variation in inventory; and (iii) clandestine removal of goods. The company has deposited Rs.

The company is in process of replying to the show cause notice.

Total liability may vary between USD 5 million to USD 46.5 million


Page 117 of 140




25,00,00,000 under protest with the department.

Industrial Disputes Act, 1947

The dispute is between the employees and management of the company for: (i) re-instatement of 28 suspended employees; (ii) commencement of negotiations on charter of demands of the Karnataka Workers Union; and (iii) whether in pursuance of the above 2 demands, the strike from March 15, 2007 to April 23, 2007 was justified or not.

The matter has been referred by the State government to the Industrial Tribunal, Bangalore.

N.A.

Karnataka Value Added Tax, 2003

Value added tax has been claimed for the period 2005-2006.

Pending before Joint Commissioner, Appeals, KVAT, Bangalore.

Rs. 10.45 million

Karnataka Tax on Entry of Goods Act, 1979

Entry tax has been claimed for the period 2006-2007.

Pending before Joint Commissioner, Appeals, KVAT, Bangalore.

Rs. 9.75 million

Andhra Pradesh Value Added Tax Act, 2005

Value added tax has been claimed for the period 2006-2010.

Pending before Deputy Commission, Commercial Taxes, Hyderabad.

Rs. 8.61 million

Customs Act, 1962 Special additional duty has been claimed for the period 2004-2005.

Pending before CESTAT, Bangalore.

Rs. 13.77 million

Customs Act, 1962 Custom duty has been claimed for the period 2007-2008.

Pending before CESTAT, Bangalore.

Rs. 0.21 million

Income-tax Act, 1961 Income tax has been claimed for the period 2005-2006.

Pending before ITAT, Bangalore.

Rs. 32.56 million


Pending before Dispute Resolution Panel, Bangalore.

Rs. 62.50 million


Pending before Dispute Resolution Panel, Delhi.

Rs. 51.80 million


Page 118 of 140





Pending before Commissioner, Appeals, Bangalore.

Rs. 8.83 million


Pending before Tamil Nadu High Court.

Rs. 2.04 million

11.4.2 ALSTOM Projects India Limited




Andhra Pradesh General Sale Tax (GST), 1957; Andhra Pradesh Value Added Tax (VAT), 2005 and Central Sale Tax (CST ) Act, 1956

Work contract tax on interstate sale

Pending in the High Court of Andhra Pradesh.

Rs. 52,02,19,000

Central Excise Act, 1944 Excise duty

Pending before Customs, Excise and Service Tax Appellate Tribunal.

Rs. 21,69,62,000

Central Sales Tax Act, 1956

Central sale tax Pending before First/Second appellate authority

Rs. 1,41,85,000

Bombay Sale Tax Act, 1957 and Central Sales Tax Act, 1956


Pending before First/Second appellate authority.

Rs. 1,02,11,000

Central Excise Act, 1944 Excise duty Pending before Customs, Excise and Service Tax Appellate Tribunal.

Rs. 2,14,24,000

Orissa General Sales Tax Act, 1947 and Central Sales Tax Act, 1956


Pending before the High Court of Orissa.

Rs. 80,71,000

Tamil Nadu General Sales Tax Act, 1959

Sales tax Pending before the High Court of Madras.

Rs. 26,28,000

Appeals under Income-tax Act, 1961

Transfer pricing Adjustments

Pending before appellate authorities.

Rs. 6,23,13,000

Central Excise Act, 1944 Excise Duty Pending before Customs, Excise and Service Tax Appellate Tribunal.

Rs. 2,14,24,000

11.4.3 ALSTOM T&D



Current status Amount Claimed (Approx.)

Arbitration between ALSTOM T&D and Phoenix International

ALSTOM T&D has initiated an arbitration proceeding against Phoenix International for recovery of the advance payment made by

The arbitration proceeding is scheduled for December 16, 2011.

Rs. 72,00,000


Page 119 of 140




ALSTOM T&D under agreement to lease. Phoenix International has filed a counter claim against ALSTOM T&D.

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.

The matter is pending for arguments before the arbitrator.

Rs. 3,00,00,000 (approximately)

331 of 2006

ALSTOM T&D had initiated arbitration against National Thermal Power Corporation Limited for recovery of dues. The arbitral tribunal gave its decision in favour of ALSTOM T&D. National Thermal Power Corporation Limited has filed an appeal against the order before the High Court of Delhi.

The matter is currently pending before the High Court of Delhi.

Rs. 30,12,000

A.S.No.93 of 2009

ALSTOM T&D has filed an appeal against the State of Tamil Nadu for an arbitrary increase in rent.

The matter is currently pending before sub-court, Tambaram.

Rs. 3,84,000 per annum with effect from 1987-88.

CP No. 104 of 2011 ALSTOM T&D has filed a winding up petition against Ramsarup Industries Limited.

The matter is currently pending before the High Court of Calcutta.

Rs. 5,09,00,000

Suit No. 8767 of 2006

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.

The matter is currently pending before City Civil Court, Bangalore.

Rs. 1,45,00,000

Criminal Case No.1396/11 Raja Ram & Others

Criminal case has been filed under Section 379 of the Indian Penal Code against 4 engineers of

The matter is currently pending before the Judicial Magistrate, First Class, Singrauli,

Rs. 1,00,000 (approximately)


Page 120 of 140




ALSTOM T&D working on Essar project.

Waidhan, Madhya Pradesh.

Arbitration proceedings between CEC Projects Private Limited, ALSTOM T&D and others

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. The dispute pertains to the claim for the civil work done by CEC Projects Private Limited.

The matter is currently reserved for the award.

Rs. 1,00,00,000

Case No. C/32689 of 2010

ALSTOM T&D has filed a complaint under Section 138 of the Negotiable Instruments Act, 1881 against Ramsarup Industries Limited.

The matter is listed for January 12, 2012.

Rs. 14,00,000

Central Sales Tax Act Enhancement of turnover & non submission of declaration forms for the years 1988-89, 1993-94 & 2002-03

Pending before Additional Commissioner

1,090

Central Sales Tax Act Non submission of Declaration forms for the years 2004, 2005 and 2006

Pending before Assistant Commissioner

4,545

Central Sales Tax Act Non submission of Declaration forms for the years 1989 to 1991, 2002 to 2004, 2005-06 & 2007-08.

Pending before Deputy Commissioners (Various states)

9,679

Central Sales Tax Act Non submission of Declaration forms for the years 2002-03

Pending before High Court of Kolkata

7,859

Central Sales Tax Act Non submission of Declaration forms for the years1989-90, 1993-94, 1995-96, 1997-98 & 2003-06

Pending before Revision Board (West Bengal)

68,054

Central Sales Tax Act Non receipt of Central Forms & Input tax claim disallowed for the year 2007-08

Pending before Sr. Joint Commissioner (Appeals)

42,096

Local Sales Tax Act Consignment Seizure case for the years 2006 to 2008 & 2009-10

Pending before Joint Commissioner (Appeals)

3,538


Page 121 of 140




Local Sales Tax Act Consignment Seizure case for the year 2002-03

Pending before Joint Commissioner

1,061

Local Sales Tax Act Levy of penalty for want of proof of export documents for the year 1991-92

Pending before Sales Tax Tribunal

975

Excise/Service tax Demand for payment of excise/service tax for various years

Appeal pending before various appellate authorities

533,791

Sales Tax Demands for pending concessional sales tax forms for various years

The Company has deposited Rs. 19,660 thousand as at December 31, 2010. The Company has an ongoing process for collection and submission of these forms and no liability is foreseen.

710,315

Income Tax Act, 1961 Challenging the constitutional validity of the retrospective amendment to Section 54EC of the Income Tax Act, 1961 by the Finance Act 2007 to legalize the notification dated December 22, 2006 issued by the Central government capping the investment in capital gains bond at Rs. 5000 thousand.

Pending writ petition before the Madras High Court

Not applicable

Income Tax Act, 1961 Potential income tax risk relating to certain disallowances and consequential interest relating to various assessment years

- 150,151


Page 122 of 140

SECTION 12 - REGULATORY AND STATUTORY DISCLOSURES

12.1 Regulatory Approvals

12.1.1 The Company was incorporated on March 12, 2011 under the name ‘Smartgrid Automation Distribution and Switchgear Limited’ under the Companies Act. Subsequently, the name of the Company was changed to its current name, i.e. ‘Schneider Electric Infrastructure Limited’ on December 8, 2011 pursuant to a fresh certificate of incorporation consequent to change of name issued by the Registrar of Companies, Gujarat, Dadar and Nagar Haveli. The Corporate Identity Number of the Company is U31900GJ2011PLC064420. The registered office of the Company is located at Milestone 87, Vadodara, Halol Highway, Village Kotambi, Post Office Jarod, Vadodara-391510, Gujarat, India.

12.1.2 As per the Scheme of Demerger, all permits, licenses, permissions, approvals, consents, benefits, registrations, rights, entitlements, certificates, allotments, quotas, no-objection certificates, exemptions, concessions, liberties and advantages including those relating to privileges, powers, facilities of every kind, all applications (including hardware, software, licenses, source codes, para-meterisation and scripts), registrations, goodwill, licenses, trade names, trademarks, service marks, copyrights, patents, domain names, benefits, entitlements, incentives, concessions and obligations of any nature whatsoever, including under customs, excise, service tax, VAT, sales tax, entry tax laws and Foreign Trade Policy of Government of India in connection with or relating to the distribution business, 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. Further, in case of the Licenses that are jointly held for the Demerged Undertaking and the Remaining Business, then, as per the terms of the Scheme of Demerger, 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, 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. If the separation of such Licenses is not permissible, the Transferee Company shall apply for and obtain fresh licenses to operate the Demerged Undertaking.

12.2 Main Provisions of AoA

General Heading Particular Shares 1. The authorized share capital of the company shall be the amount referred to in

Clause V of the memorandum of association. 2. Subject to the provisions of Section 81 of the Act and these Articles, the shares in the capital of the company, for the time being, shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such person, 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, as they may from time to time, think fit and with sanction of the company in a general meeting, to give to any person or persons the option or right to call for any shares, either at par or premium, during such time and for such consideration, 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, shall be deemed to be fully paid-up shares. Provided that, 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. 6. 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, the Board may, issue at discount, shares of a class already issued.


Page 123 of 140

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. 8. Save as herein otherwise provided, the company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not, except as ordered by a court of competent jurisdiction or as by statute, be bound to recognize any equitable or other claim to or interest in such share on the part of any other person. 9. Shares may be registered in the name of any person, company or other body corporate. Not more than four persons shall be registered as joint holders of any share.

Power to dematerialize

12. Notwithstanding anything contained in 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, 1996 and the rules framed thereunder.

Options for investors

13. 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. Such a person who is the Beneficial Owner of the Securities may/can at any time, opt out of the Depository, if permitted by laws, in respect of, any security in the manner provided by the Depositories Act, 1996 and the company shall in the manner and within the time prescribed therein, issue to the Beneficial Owner, the required certificates of securities. If a person opts to hold his security with a Depository, the company shall intimate such Depository the details of allotment of Security and on the receipt of the information, the Depository shall enter in its record, the name of the allottee as the Beneficial Owner of the Security.

Securities in Depositories to be in fungible form

14. (a) All Securities held by a Depository shall be dematerialized and be in fungible form. (b) Nothing contained in Sections 153, 153A, 153B, l87B, 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.

Rights of Depositories and Beneficial Owners of Securities

15 (a) Notwithstanding anything to the contrary contained in the Act or these Articles, 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. (b) Save as otherwise provided in (a) above, 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. (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. (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, which are held by a Depository.

Furnishing of information by Depository

16. Notwithstanding anything contained in the Act or these Articles, where Securities are held in a 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, as may be practicable.


Page 124 of 140

General Heading Particular Transfer of securities

17. (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, both of whom are entered as Beneficial Owners in the records of a Depository. (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, the provisions of the Depositories Act, 1996 shall apply.

Distinctive numbers of Securities Held in a Depository

18. 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. Every forfeited or surrendered share held in a material form shall continue to bear the number by which the same was originally distinguished.

Register and index of Beneficial owners

The Register and Index of Beneficial Owners maintained by a Depository under the Depositories Act, 1996, shall be deemed to be the Register and Index of Members and security holders, as the case may be for the purposes of these Articles.

Transfer of Shares 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, 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, together with the certificate or, if no such certificate is in existence, the letter of allotment of the share. 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. Each signature to such transfer shall be duly attested by the signature of one credible witness who shall add his address and occupation. (2) Application for the registration of the transfer of a share may be made either by the transferor or the transferee, provided that, where such application is made by the transferor, no registration shall in the case of a partly paid share, 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 provision of these Articles, the company shall unless objection is made by the transferee, within two weeks from the date of receipt of the notice, enter in the register, 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. (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. The company shall use a common form of transfer. (4) Subject to the provision of Section 111 of the Act, the Board, without assigning any reason for such refusal, may within two months from the date on which the instrument of transfer was delivered to the company, 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, 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, indebted to the company on any account whatsoever. (5) No transfer shall be made to a minor or person of unsound mind. (6) Every instrument of transfer shall be left at the office for registration, accompanied by the certificate of the share to be transferred or, if no such certificate is in existence,


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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. 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, shall be returned to the person depositing the same. (7) If the Board refuses whether in pursuance of Article 40 or otherwise to register the transfer of any share, the company shall, within two months from the date on which the instrument of transfer was lodged with the company, send to the transferee and the transferor, notice of the refusal. (8) Unless otherwise determined by the Board, no fee shall be charged for the registration of each transfer, grant of probate, grant of letters of administration, certificate of death or marriage, power of attorney or other instrument. (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, the survivor shall be the only person recognized by the company as having any title to or interest in such share, 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. Before recognizing any executor or administrator or other legal representative, the Board may require him to obtain a Grant of Probate or Letters of Administration or other legal representation, as the case may be, from a competent Court in India. Provided nevertheless that in any case, where the Board in its absolute discretion thinks fit, 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, in its absolute discretion, may consider adequate. (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, may with the consent of the Board (which the Board shall not be bound to give), be registered as a member in respect of such share, or may, subject to the regulations as to transfer herein before contained, transfer such share.

Alteration of Capital

24 (1) The company in a general meeting may from time to time:- (a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (b) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum of association, however, that in the sub-division, the proportion between the amount paid and the amount, if any, unpaid on each reduced share, shall be the same as it was in the case of the share from which the reduced share is derived; (c) cancel any shares which at the date of the passing of the resolution, 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. (2) The resolution whereby any share is sub-divided may determine that, as between the holders of the share resulting from such sub-division, one or more of such shares shall have some preference or special advantage as regards dividend, capital, voting or otherwise over or as compared with the others or other, subject, nevertheless, to the provisions of Sections 85, 87, 88 and 106 of the Act.


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General Heading Particular (3) Subject to the provisions of Sections 100 to 105 inclusive of the Act, the Board may accept from any member the surrender, on such terms and conditions as shall be agreed, of all or any of his shares.

Directors 30 (1) Until otherwise determined by special resolution, the number of the Directors of the company shall not be less than three nor more than twelve. (2) At the time of adoption of these Articles, 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. (4) Notwithstanding anything to the contrary contained in these Articles, so long as any moneys remain owing by the company to the Industrial Development Bank of India (IDBI), Industrial Finance Corporation of India (IFCI), 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, IFCI, ICICI, LIC and Unit Trust of India (UTI) or any other financing corporation or credit corporation or any other financing company or body, (each of which IDBI, IFCI, ICICI, 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, the Corporation shall have a right to appoint, from time to time, any person or persons as a Director or Directors, 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. (5) The Board shall have no power to remove from office any of the Nominee Directors. At the option of the Corporation, such Nominee Directors/s shall not be required to hold any share qualification in the company. Also at the option of the Corporation, such Nominee Director/s shall not, subject to the provisions of Section 255 of the Act, be liable to retirement by rotation of Directors. Subject as aforesaid, 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. (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, 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


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General Heading Particular guarantee furnished by the Corporation. (7) The Nominee Director/s appointed under this Article shall be entitled to receive all notice of and attend all general meetings, 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. The Corporation shall also be entitled to receive all such notices and minutes. (8) The company shall pay to the Nominee Director/s sitting fees and expenses to which the other Directors of the company are entitled, but if any other fees, commission, monies or remuneration in any form is payable to the Directors of the company, the fees, commission, 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. 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, as the case may be, to such Nominee Director/s. (9) Provided that if any such Nominee Director/s is/are an officer/officers of the Corporation, the sitting fees, in relation to such Nominee Director/s, shall also accrue to the Corporation and the same shall accordingly be paid by the company directly to the Corporation. (10) Provided further that if such Nominee Director is/are an officer/officers of the Reserve Bank of India, 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. (11) In the event of the Nominee Director/s being appointed as whole time Director/s, 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. Such whole time Director/s shall be entitled to receive such remuneration, fees, commission and monies as may be approved by the Corporation. (12) At the date of the adoption of these Articles, 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, at any time and from time to time, 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. (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. (15) Unless otherwise determined by the company in general meeting the qualification of a Director, 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, shall be holding in his own name or jointly with any other person, whether beneficially or as a trustee or otherwise, 100


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General Heading Particular equity shares in the capital of the company. (16) Without prejudice to the restrictions imposed by Section 266 of the Act, a Director who is required to hold qualification shares may act as a Director before acquiring such shares, but shall, if he is not already qualified, obtain his qualification. 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, within two months from his appointment as a Director. (17) Unless otherwise determined by the company in general meeting, 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. 250 per meeting of the Board or a Committee of the Board attended by him. 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, from time to time, determine and, on default of determination, 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, in any financial year. All other remuneration, if any, payable by the company to each Director, 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. 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. (18) If any Director, 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 Sections 198, 309, 310 and 314 of the Act, the Board may remunerate the Director so appointed or so doing, either by way of monthly, quarterly or annual payment or by a percentage of profits or otherwise or partly by one way and partly by the other, 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. (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, except for the purpose of filling vacancies, act so long as the number is below the minimum. (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. (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. (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, shareholder or otherwise and no such Director shall be accountable for any benefits received as a director or member of such company. Subject to the provisions of Section 297 of the Act, neither shall a Director be disqualified from contraction with the company either as vendor, purchaser or otherwise for goods, materials or services or for underwriting


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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, 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, be avoided, 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. (23) Every Director who is in any way, whether directly or indirectly concerned or interested in a contract or arrangement, entered into or to be entered into, 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. A general notice, renewable in the last month of each financial year 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, after such general notice, 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. Every Director shall be bound to give and from time to time, 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. (24) No Director shall, as a Director, take any part in the discussion of or vote on any contract or arrangement in which he is in any way, whether directly or indirectly concerned or interested, nor shall his presence count for the purpose of forming a quorum at the time, of such discussion or vote. 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; 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, 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.

Seal 38. 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, any two Directors or one Director and the Secretary or one Director and such other person, as the Board may appoint, at least shall sign every instrument to which the Seal is affixed. Provided nevertheless, 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.


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SECTION 13 – STATEMENT OF TAX BENEFITS

13.1 Statement of Tax Benefits

The Statement of Tax Benefits applicable to the Company received from S.R. Batliboi & Co., Chartered Accountants, is as under:


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SECTION 14 - 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, Dadar and Nagar Haveli. (b) Order of the High Court of Gujarat dated September 19, 2011 sanctioning the Scheme of Demerger. (c) Order of the High Court of Delhi dated October 24, 2011 sanctioning the Scheme of Demerger. (d) Copy of the letters issued by NSE, CSE and BSE dated April 21, 2011, May 2, 2011 and May 9, 2011,

respectively, according their no objection to the Scheme of Demerger. (e) Return of Allotment filed by the Company for allotment of Equity Shares pursuant to the Scheme of Demerger. (f) Copy of the Tripartite Agreement entered into by the Company with the Registrar & Transfer Agent and NSDL. (g) Copy of the Tripartite Agreement entered into by the Company with the Registrar & Transfer Agent and CDSL. (h) Memorandum of Understanding with the Registrar & Share Transfer Agent. (i) Annual Report containing the audited accounts of the Company as on September 30, 2011. (j) SEBI letter dated March 13, 2012 granting relaxation from the applicability of Rule 19(2)(b) of the SCRR for

listing of the Equity Shares. (k) Approval granted by BSE for listing of the Equity Shares dated March 13, 2012.


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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, the SEBI Act, 1992 or rules or regulations made there under of the guidelines/ circulars issued, as the case may be. We further certify that all disclosures made in this Information Memorandum are true and correct. By order of the Board of Directors of Schneider Electric Infrastructure Limited ________________ Alexandre Tagger Director Date: March 14, 2012 Place: Noida