|
Report Date : |
31.12.2012 |
IDENTIFICATION DETAILS
|
Name : |
SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED (w.e.f. 08.12.2011) |
|
|
|
|
Formerly Known
As : |
SMARTGRID AUTOMATION DISTRIBUTION AND SWITCHGEAR LIMITED |
|
|
|
|
Registered
Office : |
Milestone 87, Vadodara, |
|
|
|
|
Country : |
|
|
|
|
|
Financials (as
on) : |
31.03.2012 |
|
|
|
|
Date of
Incorporation : |
12.03.2011 |
|
|
|
|
Com. Reg. No.: |
04-064420 |
|
|
|
|
Capital
Investment / Paid-up Capital : |
Rs. 478.210 Millions |
|
|
|
|
CIN No.: [Company Identification
No.] |
U31900GJ2011PLC064420 |
|
|
|
|
PAN No.: [Permanent Account No.] |
AAPCS6078Q |
|
|
|
|
Legal Form : |
A Public Limited Liability company. The company’s Share are Listed on
the Stok Exchange. |
|
|
|
|
Line of Business
: |
Manufacturer of Electricals Switches |
|
|
|
|
No. of Employees
: |
Not Available |
RATING & COMMENTS
|
MIRA’s Rating : |
Ba (48) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
Maximum Credit Limit : |
USD 10000000 |
|
|
|
|
Status : |
Satisfactory |
|
|
|
|
Payment Behaviour : |
Usually Correct |
|
|
|
|
Litigation : |
Clear |
|
|
|
|
Comments : |
Subject is a relatively new established company having satisfactory
track record. In its first year of business operating company has performed well.
Financially seems to be good. Trade relations are reported to be fair. Business is active. Payments
are reported to be usually correct and as commitment. The company can be considered for business dealings at usual trade
terms and conditions. |
NOTES :
Any query related to this report can be made
on e-mail : infodept@mirainform.com
while quoting report number, name and date.
ECGC Country Risk Classification List – June 30, 2012
|
Country Name |
Previous Rating (31.03.2012) |
Current Rating (30.06.2012) |
|
India |
A1 |
A1 |
|
Risk Category |
ECGC
Classification |
|
Insignificant |
A1 |
|
Low |
A2 |
|
Moderate |
B1 |
|
High |
B2 |
|
Very High |
C1 |
|
Restricted |
C2 |
|
Off-credit |
D |
INDIAN ECONOMIC OVERVIEW
India is developing into an open-market economy, yet traces
of its past autarkic policies remain. Economic liberalization, including
industrial deregulation, privatization of state-owned enterprises, and reduced controls
on foreign trade and investment, began in the early 1990s and has served to
accelerate the country's growth, which has averaged more than 7% per year since
1997. India's diverse economy encompasses traditional village farming, modern
agriculture, handicrafts, a wide range of modern industries, and a multitude of
services. Slightly more than half of the work force is in agriculture, but
services are the major source of economic growth, accounting for more than half
of India's output, with only one-third of its labor force. India has
capitalized on its large educated English-speaking population to become a major
exporter of information technology services and software workers. In 2010, the
Indian economy rebounded robustly from the global financial crisis - in large
part because of strong domestic demand - and growth exceeded 8% year-on-year in
real terms. However, India's economic growth in 2011 slowed because of
persistently high inflation and interest rates and little progress on economic
reforms. High international crude prices have exacerbated the government's fuel
subsidy expenditures contributing to a higher fiscal deficit, and a worsening
current account deficit. Little economic reform took place in 2011 largely due
to corruption scandals that have slowed legislative work. India's medium-term
growth outlook is positive due to a young population and corresponding low
dependency ratio, healthy savings and investment rates, and increasing
integration into the global economy. India has many long-term challenges that
it has not yet fully addressed, including widespread poverty, inadequate
physical and social infrastructure, limited non-agricultural employment
opportunities, scarce access to quality basic and higher education, and
accommodating rural-to-urban migration.
|
Source
: CIA |
RBI DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available RBI Defaulters’ list.
EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of
31-03-2012.
LOCATIONS
|
Registered Office : |
Milestone 87, Vadodara, Halol Highway, Village Kotambi, Post Office
Jarod, Vadodara - 391510, Gujarat, India |
|
Tel. No.: |
91-120-3940400/ 3898703 |
|
Fax No.: |
91-120-3898700 |
|
E-Mail : |
|
|
Website : |
|
|
|
|
|
Corporate Office : |
7th floor, Tower 3, IGL Complex, Plot 2B Sector 126, Noida – 201304,
Uttar Pradesh, India |
|
|
|
|
Regional Office : |
Located At: ·
Noida ·
Kolkata ·
Mumbai ·
Chennai |
|
|
|
|
Branch Offices : |
Located At: ·
Jaipur ·
Lucknow ·
Bhuneshwar ·
Guwahati ·
Pune ·
Vadodara ·
Ahmedabad ·
Bangalore ·
Secunderabad |
|
|
|
|
Factory 1: |
Naini Works, P. O. Naini, Allahabad – 211006, Uttar Pradesh, India Tel. No.: 91-532-2699990 Fax No.: 91-532-2699990 |
|
|
|
|
Factory 2: |
Survey No. 215, Gagilapur Village, Qutbullapur Mandal. District
Rangareddy, Hyderabad – 500043, Andhra Pradesh, India |
|
|
|
|
Factory 3 : |
PSS – 58, MIDC Satpur, Nasik – 422007, Maharashtra, India |
DIRECTORS
As on: 31.03.2012
|
Name : |
Mr. Vinod Kumar Dhall |
|
Designation : |
Chairman (Non Executive) |
|
|
|
|
Name : |
Mr. Prakash Kumar Chandraker |
|
Designation : |
Managing Director |
|
|
|
|
Name : |
Mr. Olivier Blum |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. Anil Chaudhry |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. Graham Johnson |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. Ranjan Pant |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. Alexandre Tagger |
|
Designation : |
CFO and Whole Time Director |
KEY EXECUTIVES
|
SHARE TRANSFER AND SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTEE |
|
|
|
|
|
Name : |
Mr. Vinod Kumar Dhall |
|
|
|
|
Name : |
Mr. Prakash Kumar Chandraker |
|
|
|
|
Name : |
Mr. Ranjan Pant |
|
|
|
|
Name : |
Mr. Alexandre Tagger |
|
|
|
|
AUDIT COMMITTEE: |
|
|
|
|
|
Name : |
Mr. Vinod Kumar Dhall |
|
|
|
|
Name : |
Mr. Ranjan Pant |
|
|
|
|
Name : |
Mr. Alexandre Tagger |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
As on: 30.09.2012
|
Names of Shareholders |
Number of Shares |
Percentage of Holding |
|
A) Shareholding of
Promoter and Promoter Group |
|
|
|
|
|
|
|
|
175492524 |
73.40 |
|
|
175492524 |
73.40 |
|
|
|
|
|
Total shareholding
of Promoter and Promoter Group (A) |
175492524 |
73.40 |
|
(B) Public
Shareholding |
|
|
|
|
|
|
|
|
12836081 |
5.37 |
|
|
57788 |
0.02 |
|
|
605 |
0.00 |
|
|
19625998 |
8.21 |
|
|
812309 |
0.34 |
|
|
33332781 |
13.94 |
|
|
|
|
|
|
5389229 |
2.25 |
|
|
|
|
|
|
22598734 |
9.45 |
|
|
1095992 |
0.46 |
|
|
1194775 |
0.50 |
|
|
760679 |
0.32 |
|
|
605 |
0.00 |
|
|
6475 |
0.00 |
|
|
427016 |
0.18 |
|
|
30278730 |
12.66 |
|
Total Public
shareholding (B) |
63611511 |
26.60 |
|
Total (A)+(B) |
239104035 |
100.00 |
|
(C) Shares held by
Custodians and against which Depository Receipts have been issued |
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
Total (A)+(B)+(C) |
239104035 |
100.00 |
BUSINESS DETAILS
|
Line of Business : |
Manufacturer of Electricals Switches |
GENERAL INFORMATION
|
No. of Employees : |
Not Available |
|||||||||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||||
|
Bankers : |
Not Available |
|||||||||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||||
|
Facilities : |
(Rs.
In Millions)
|
|||||||||||||||||||||||||||||||||
|
Banking
Relations : |
-- |
|
|
|
|
Auditors : |
|
|
Name : |
S.R Batliboi and Company Chartered Accountants |
|
Address : |
Golf View, Corporate Tower B, Sector 42, Sector Road, Gurgaon -
122002, Haryana-, India |
|
|
|
|
Holding Company: |
Alstom
Grid SAS, France (Upto March 28, 2012), Energy Grid Automation Transformers
and Switchgears India Limited (w.e.f. March 28, 2012) |
|
|
|
|
Ultimate Holding
Company: |
Alstom
Sextant 5 SAS, France a special purpose vehicle formed with Alstom Holdings
and Schneider Electric Services International (Upto March 28, 2012) |
|
|
|
|
Parent of
holding company and Others |
T and D Holding, France (parent of holding company) (upto March 28, 2012) Long and Crawford Limited (along with other promoters) (upto March 28, 2012) |
|
|
|
|
Subsidiary
company: |
Energy Grid Automation Transformers and Switchgears India Limited (Upto January5, 2012) |
|
|
|
|
Fellow Subsidiaries : |
·
Alstom
Grid Italy S.P.A., Italy ·
Alstom
Grid UK Limited, UK ·
Alstom
T and D India Limited, India ·
Schneider
Electric De Colombia S.A., Columbia ·
Areva
T and D Australia Limited, Australia ·
Areva
T and D Ert, Tanzania ·
Areva
T and D Malaysia Sdn Bhd -215632V, Malaysia ·
Schneider
Electric (Australia) Pty, Australia ·
Schneider
Electric (Uk) Limited, UK ·
Schneider
Electric Administracion S.A. De C.V., Mexico ·
Schneider
Electric Brasil, Brazil ·
Schneider
Electric Canada, Canada ·
Schneider
Electric Energy France, France ·
Schneider
Electric Energy Malaysia Sdn. Bhd., Malaysia ·
Schneider
Electric Energy Poland Sp. Z O.O., Poland ·
Schneider
Electric India Private Limited., India ·
Schneider
Electric Industries Sa, Uae ·
Schneider
Electric Nigeria Limited, Nigeria ·
Schneider
Electric Protection and Controle, France ·
Schneider
Electric S.P.A., Italy ·
Schneider
Electric Sachsenwerk Gmbh, Germany ·
Schneider
Electric Taiwan Company Limited, Taiwan ·
Schneider
Electric Telecontrol, France ·
Schneider
Enerji Endustrisi Sanayi Ve Ticaret A.S., Turkey ·
Schneider
Switchgear (Suzhou) Company Limited, China |
CAPITAL STRUCTURE
As on: 31.03.2012
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
250000000 |
Equity Shares |
Rs. 2/- each |
Rs. 500.000 Millions |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
239104035 |
Equity Shares |
Rs. 2/- each |
Rs. 478.210
Millions |
|
|
|
|
|
a.Terms/rights attached to
equity shares
The
company has only one class of equity shares having a par value of Rs. 2/- per
share. Each holder of equity shares is entitled to one vote per share. The company
shall declare and pay dividends in Indian Rupees. The dividend proposed by the
Board of Directors is subject to the approval of the shareholders in the
ensuing Annual General Meeting. During the year ended March 31, 2012, the
amount of per share dividend recognized as distributions to equity shareholders
was Rs. 0.40 /- (March 31, 2011: Rs. NIL).
In
the event of winding-up of the company, the equity shareholders shall be
entitled to be repaid remaining assets of the company, in the ratio of the amount
of capital paid up on such equity shares.
b. Share Held by Holding Company
|
|
Number of Shares (In Millions) 31.03.2012 |
|
Energy Grid Automation Transformers and Switchgears India Limited (refer note 38) |
175.490 |
|
Areva T and D India Limited |
- |
c. Reconciliation of
the shares outstanding at the beginning and at the end of
the reporting year - Equity Shares
|
|
Number of Shares
(In Millions) |
Amount |
|
Outstanding at the beginning of the year |
0.500 |
1.000 |
|
Issued during the year |
239.100 |
478.210 |
|
Cancelled during the year |
(0.500) |
(1.000) |
|
Outstanding at the end of
the year |
239.100 |
478.210 |
d. Aggregate
number of shares issued for consideration other than cash:
|
|
Number of Shares
(In Millions) |
|
As per scheme of Demerger of distribution business |
239.100 |
e. Aggregate number of shares issued for consideration other than cash
|
|
Number of Shares
(In Millions) |
% |
|
Equity shares of Rs. 2/- each fully paid: |
|
|
|
Energy Grid Automation Transformers and Switchgears India Limited |
175.490 |
73.40 |
|
Areva T and D India Limited |
- |
0.00 |
As per of the company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
|
31.03.2012 |
31.03.2011 |
|
|
SHAREHOLDERS FUNDS |
|
|
|
|
|
1] Share Capital |
|
478.210 |
1.000 |
|
|
2] Share Application Money |
|
0.000 |
0.000 |
|
|
3] Reserves & Surplus |
|
2191.440 |
(0.160) |
|
|
4] (Accumulated Losses) |
|
0.000 |
0.000 |
|
|
NETWORTH |
|
2669.650 |
0.840 |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
|
1508.150 |
0.000 |
|
|
2] Unsecured Loans |
|
740.020 |
0.000 |
|
|
TOTAL BORROWING |
|
2248.170 |
0.000 |
|
|
DEFERRED TAX LIABILITIES |
|
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
|
4917.820 |
0.840 |
|
|
|
|
|
|
|
|
APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
|
2072.690 |
0.000 |
|
|
Capital work-in-progress |
|
13.450 |
0.000 |
|
|
|
|
|
|
|
|
INVESTMENT |
|
0.000 |
0.000 |
|
|
DEFERREX TAX ASSETS |
|
82.390 |
0.020 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
|
1852.610 |
0.000 |
|
|
Sundry Debtors |
|
7145.640 |
0.000 |
|
|
Cash & Bank Balances |
|
107.720 |
0.000 |
|
|
Other Current Assets |
|
116.900 |
0.000 |
|
|
Loans & Advances |
|
1084.500 |
1.000 |
|
Total
Current Assets |
|
10307.370 |
1.000 |
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Sundry Creditors |
|
5851.900 |
0.170 |
|
|
Other Current Liabilities |
|
1179.000 |
0.010 |
|
|
Provisions |
|
527.180 |
0.000 |
|
Total
Current Liabilities |
|
7558.080 |
0.180 |
|
|
Net Current Assets |
|
2749.290 |
0.820 |
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
|
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
|
4917.820 |
0.840 |
|
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
|
31.03.2012 |
31.03.2011 |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
|
13491.920 |
0.000 |
|
|
|
Other Income |
|
43.090 |
0.000 |
|
|
|
TOTAL (A) |
|
13535.010 |
0.000 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Cost of raw material and components consumed |
|
9456.610 |
0.000 |
|
|
|
(Increase)/ Decrease in Inventories of finished goods and work-in-progress |
|
84.870 |
0.000 |
|
|
|
Employee benefits expense |
|
1224.380 |
0.000 |
|
|
|
Other
Expenses |
|
1782.730 |
0.180 |
|
|
|
TOTAL (B) |
|
12548.590 |
0.180 |
|
|
|
|
|
|
|
|
Less |
PROFIT
BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
|
986.420 |
(0.180) |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
|
158.470 |
0.000 |
|
|
|
|
|
|
|
|
|
|
PROFIT
BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
|
827.950 |
(0.180) |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
|
215.010 |
0.000 |
|
|
|
|
|
|
|
|
|
|
PROFIT/ (LOSS)
BEFORE TAX (E-F) (G) |
|
612.940 |
(0.180) |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
|
215.290 |
(0.020) |
|
|
|
|
|
|
|
|
|
|
PROFIT/ (LOSS)
AFTER TAX (G-H) (I) |
|
397.650 |
(0.160) |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
|
(0.160) |
0.000 |
|
|
|
|
|
|
|
|
|
Less |
APPROPRIATIONS |
|
|
|
|
|
|
|
Transfer to General Reserve |
|
39.770 |
0.000 |
|
|
|
Proposed Dividend |
|
95.640 |
0.000 |
|
|
|
Corporate Dividend Tax |
|
15.520 |
0.000 |
|
|
BALANCE CARRIED
TO THE B/S |
|
246.560 |
(0.160) |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
Export Earnings |
|
648.3.80 |
0.000 |
|
|
TOTAL EARNINGS |
|
648.3.80 |
0.000 |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Raw Materials |
|
1759.750 |
0.000 |
|
|
|
Stores & Spares |
|
4.340 |
0.000 |
|
|
|
Capital Goods |
|
87.730 |
0.000 |
|
|
TOTAL IMPORTS |
|
1851.820 |
0.000 |
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
|
1.66 |
(0.31) |
|
QUARTERLY /
SUMMARISED RESULTS
|
Particulars (Rs in
Millions) |
|
30.06.2012 |
30.09.2012 |
|
Audited / UnAudited |
|
Unaudited |
Unaudited |
|
|
|
1st Quarter |
2nd Quarter |
|
Net Sales |
|
3313.000 |
2627.000 |
|
Total Expenditure |
|
3271.100 |
2612.200 |
|
PBIDT (Excl OI) |
|
41.900 |
14.800 |
|
Other Income |
|
22.700 |
3.700 |
|
Operating Profit |
|
64.600 |
18.500 |
|
Interest |
|
57.600 |
59.700 |
|
Exceptional Items |
|
000 |
(100.000) |
|
PBDT |
|
7.000 |
(141.200) |
|
Depreciation |
|
58.100 |
58.600 |
|
Profit Before Tax |
|
(51.100) |
(199.800) |
|
Tax |
|
000 |
000 |
|
Provisions and contingencies |
|
000 |
000 |
|
Profit After Tax |
|
(51.100) |
(199.800) |
|
Extraordinary Items |
|
000 |
000 |
|
Prior Period Expenses |
|
000 |
000 |
|
Other Adjustments |
|
000 |
000 |
|
Net Profit |
|
(51.100) |
(199.800) |
KEY RATIOS
|
PARTICULARS |
|
|
31.03.2012 |
31.03.2011 |
|
PAT / Total Income |
(%) |
|
2.94 |
NA |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
|
4.54 |
NA |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
|
4.95 |
(0.18) |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
|
0.23 |
(0.22) |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Liability/Networth) |
|
|
3.67 |
0.22 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
|
1.36 |
5.56 |
LOCAL AGENCY FURTHER INFORMATION
|
Sr. No. |
Check List by Info
Agents |
Available in Report (Yes / No) |
|
1] |
Year of Establishment |
Yes |
|
2] |
Locality of the firm |
Yes |
|
3] |
Constitutions of the firm |
Yes |
|
4] |
Premises details |
No |
|
5] |
Type of Business |
Yes |
|
6] |
Line of Business |
Yes |
|
7] |
Promoter's background |
Yes |
|
8] |
No. of employees |
No |
|
9] |
Name of person contacted |
No |
|
10] |
Designation of contact person |
No |
|
11] |
Turnover of firm for last two years |
Yes |
|
12] |
Profitability for last two years |
Yes |
|
13] |
Reasons for variation <> 20% |
-- |
|
14] |
Estimation for coming financial year |
No |
|
15] |
Capital in the business |
Yes |
|
16] |
Details of sister concerns |
Yes |
|
17] |
Major suppliers |
No |
|
18] |
Major customers |
No |
|
19] |
Payments terms |
No |
|
20] |
Export / Import details (if applicable) |
No |
|
21] |
Market information |
-- |
|
22] |
Litigations that the firm / promoter involved in |
-- |
|
23] |
Banking Details |
No |
|
24] |
Banking facility details |
Yes |
|
25] |
Conduct of the banking account |
-- |
|
26] |
Buyer visit details |
-- |
|
27] |
Financials, if provided |
Yes |
|
28] |
Incorporation details, if applicable |
Yes |
|
29] |
Last accounts filed at ROC |
Yes |
|
30] |
Major Shareholders, if available |
No |
|
31] |
Date of Birth of Proprietor/Partner/Director, if available |
No |
|
32] |
PAN of Proprietor/Partner/Director, if available |
No |
|
33] |
Voter ID No of Proprietor/Partner/Director, if available |
No |
|
34] |
External Agency Rating, if available |
No |
PERFORMANCE REVIEW
Subject,
a listed Indian entity of Schneider Electric Group has market leadership and
significant presence in various domains of Infrastructure sector. Their vision is
to be a energy specialist for providing Safe, Reliable, Efficient, Productive
and Green energy through technologically advanced integrated products and
solutions for the complete value chain across Generation, Transmission,
Distribution, Buildings and Infrastructure.
The
Company's localized manufacturing facilities comprising 6 Factories, 24
Authorised Service Centres and 17 Sales Offices help it to design, manufacture
and supply high-end technology engineered products namely Transformers,
Equipment ( AIS / GIS Panels, Special Breakers for Furnance and critical
applications, Package Substations ), Products ( Ring Main Units, Outdoor
Breakers, Auto Reclosures and Sectionalisers and Indoor Breakers), Substation
Automation Systems and Relays, Solutions for Smart Grid and Smart City and
undertake full Turnkey solutions and services, in close proximity to its
customers.
Despite
challenging market conditions, 2011-12 has been significant for the Company as
it strengthened its leadership position in the Infrastructure business as a key
player with a strong portfolio of 'Smart' products and solutions. Other
important developments included listing of Schneider Electric Infrastructure
Limited on premier Indian stock exchanges, successful integration with the Schneider
Electric Group that further helped consolidate our position in the market place
and achieving customer breakthroughs in the Industry and Utilities segments, to
name a few.
Mr. Vinod Kumar Dhall
Mr.
Dhall entered the Indian Administrative Service in 1966 and held many important
positions including Secretary, Government of India. Subsequently, he was the
first Member and acting Chairman 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, Commerce and Finance, in which
his total experience has been for about 27 years. This includes economic
regulatory experience in the areas of capital markets, insurance and corporate
affairs, as well as direct experience of running businesses as CEO of
government owned companies.
Mr.
Dhall is on the Board of Directors of certain Companies in financial sector
viz, ICICI Prudential Life Insurance Company Limited., ICICI Prudential Trust
Limited., ICICI Prudential Pension Fund Company Limited. and in Asian Hotels
(North) Limited as well as on advisory / expert committees of chambers of
commerce, philanthropic bodies and other organisations. He is the Chairman/
Member of following Committees viz Policy holders Protection and Customer
Relation Committee, Share Transfer Committee and Compensation and Nomination
Committee of ICICI Prudential Life Insurance Company Limited, Audit Committee
of ICICI Prudential Trust Limited, and in Board risk Management and Audit
Committee of ICICI Prudential Pension Fund Company Limited.
Currently,
Mr. Dhall heads a lawfirm, Dhall Law Chambers, specializing in competition law.
He has a 'best friend' relationship in this area of law with global law firm,
Linklaters. He is Senior Consultant on competition law and policy to the Royal
Government of Bhutan. He also advises / lectures on corporate governance issues
and competition law and policy and is a resource person to reputed academic and
other institutions/organizations in India
He
is also the Chairman of the Audit Committee and Share Transfer and
Shareholders/Investors Grievance Committee of the Company.
Mr.
Dhall does not hold any shares in the Company.
. Mr. Ranjan
Pant
Mr.
Ranjan Pant is a global strategy management consultant and change management
leader who advises Chief Executive Officers. Mr. Pant serves as an Executive in
Residence at Babson's F. W. Olin Graduate School of Management. Mr. Pant was a
Partner at Bain and Company. strategy consulting where he led the worldwide
Utility Practice. He was also Director, Corporate Business Development, at
General Electric headquarters.
Mr.
Pant received an M.B.A. from The Wharton School, University of Pennsylvania and
a Bachelor in Engineering from the Birla Institute of Technology and Science,
Pilani.
Mr.
Pant holds directorships in DSP Blackrock Investment Managers Private Limited,
HDFC Standard Life Insurance Company Limited. Mahindra USA Inc, and Mahindra
(China) Tractor Company Limited. He is also on the Board of few Private Limited
Companies. He is the Chairman of the Compensation Committee in HDFC Standard
Life Insurance Company Limited and a Member of the Audit Committee - DSP
Blackrock Investment Managers Private Limited.
He
is a Member of the Audit Committee and Share Transfer and
Shareholders/Investors Grievance Committee of the Company.
Mr. Prakash Kumar Chandraker
Mr.
Prakash Kumar Chandraker is a graduate in Electrical Engineering from
Government Engineering College, Raipur (NIT Raipur). He has done Business
Leadership from IIM Bangalore and Management Leadership from Management Centre
Europe (MCE).
Mr.
Chandraker was the Head of the Energy Automation in India Region and has a
working experience of 26 years in power sector. He has held many challenging
positions (Business Segment Manager, Operations Director, Unit Head, etc.) in
Cegelec India, Alstom India and Areva T and D India. He was awarded for
Excellence in operations.
Mr.
Chandraker was also the Head of the Energy Automation team which lead
implementation of Unified Load Despatch Centre (ULDC) Scheme for Northern
Region, North-Eastern Region and Eastern Region for Power Grid Corporation of
India Limited (PGCIL) and various Electricity Boards in India.
He
is a Member of the Share Transfer and Shareholders/Investors Grievance
Committee of the Company.
Mr.
Chandraker does not hold any shares in the Company.
. Mr. Alexandre Tagger
Mr.
Alexandre Tagger started his career at JP Morgan in London in 1994 in Corporate
Finance focusing on European domestic and cross-border mergers and acquisitions
in the financial sector. Mr. Taggerjoined Schneider Electric in Paris in 2004
and was promoted to Vice President, External Growth - Mergers and Acquisitions
in 2007 and additionally named Global M and A Co-coordinator for the Schneider
Group in 2008. Mr. Tagger was fully involved in the Areva T and D consortium
acquisition in partnership with Alstom, including the review and structuring with
regard to Areva T and D India. Since August 2010, Mr. Tagger is based in Delhi,
where he has overseen the statutory requirements under the open offer process
as per relevant SEBI regulations and other related formalities as per the
consortium agreement. He has been on the Board of AREVA T and D India Limited
from February 2011 to December 2011 representing Schneider to oversee the
separation process.
Mr.
Tagger holds a graduate degree from Ecole de Management Lyon as well as a
Master's of Business Administration from the University Of Texas Red Mc Combs
Graduate School Of Business (1994).
Presently,
he is the Chief Finance Officer and Whole-time Director of the Company. He is
also a Member of the Audit Committee and Share Transfer Committee. Also, he is
on the Board of Energy Grid Automation Transformers and Switchgears India
Limited.
Mr.
Tagger does not hold any shares in the Company.
E. Mr. Anil Chaudhry
Mr.
Anil Chaudhry is Senior Vice President, Global Sales Organisation of
Infrastructure BU and a member of Leadership Team. He joined Schneider Electric
SAS in June 2010 after acquisition of distribution business of ex-AREVA T and
D, where he was a member of Executive Management Committee, by Schneider
Electric.
As
Executive Vice President for International Sales Organisation, he was
responsible for implementing sales growth strategy during challenging economic
period in 2008 and 2009. He implemented Customer Relationship Management tool
and managed business growth while maintaining sales force motivation during the
acquisition period.
Mr.
Chaudhry moved to Paris from India in June 2007 as Vice President Sales,
Automation BU. He held additional responsibility of Executive Vice President
for Automation business from January 08 till June 08 when he re-structured the
business and developed 4 Year Strategic Plan (4YP) to accelerate the growth.
Before
moving to France, he was Regional Vice President Automation Business in India.
He was responsible for developing the team and implementation of strategy to win
large projects and customer confidence. As part of his operational
responsibility in India, he was instrumental in developing Engineering Back
Office and R and D Centre to support worldwide operations.
Mr.
Chaudhry has held various positions in general management, sales, business
development, project management, design and engineering in France and India
throughout his career of 27 years in the energy sector. He is known for his
leadership, team building, people and business development strategy and execution
skills.
He
is on the Board of Energy Grid Automation Transformers and Switchgears India
Limited.
Mr.
Chaudhry does not hold any shares in the Company.
Mr. Olivier Blum
Mr.
Olivier 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 CEO 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 Managing Director and the
Country President of Schneider Electric India Private Limited. He is also on
the Board of Energy Grid Automation Transformers and Switchgears India Limited.
Mr. Blum does not hold any shares in the Company.does not hold any shares in
MANAGEMENT DISCUSSION AND
ANALYSIS REPORT
Market Overview
India
is ranked as the fifth largest power producing and fifth largest power
consuming country in the world (Source: IEA - Key World Energy Statistics,
2010).
Power
generation capacity in India has increased substantially over recent years and
as of October 31, 2011 India had a total installed capacity of 182,689.6 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
100,000 MW has been envisaged under the XII Five-year Plan (2012-17) (Source:
CEA Monthly Review, October 2011). However, 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.
Overview of the Indian
Transmission and Distribution Sector
A
reliable transmission and distribution ("T and D") system is
important for efficient transfer of power from generating stations to load
centers and beyond. A typical T and D system comprises 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 35.0%. High technical losses in
the system are primarily due to inadequate investments over the years for
system improvement works, which has 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 and Ahmedabad, where it has been
privatized
The
government has envisaged various distribution reforms aimed at improving the
performance of SEBs and reducing power losses. The reforms, which include
corporatisation 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 and D
Equipment Sector
Fuelled
by the momentum of growth in the power sector, the size of the Indian T and D
equipments market, in value terms, has more than quadrupled in the last ten
years. Demand for the T and D equipments has been rising with new Greenfield
capacities being added as well as the replacement requirements for revamping
and modernization of existing equipments.
Other
reasons for this growth include growth in other sectors (like telecom) and
expansion of exports markets. Exports
of electrical equipments have grown at a CAGR of above 18% since 2001 and it
has tripled in the last six years. Typical distribution equipments are disc
type insulators, distribution transformers, current transformers and switchgear
and 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.
Distribution Transformers:
Market Overview
T
and D utilities are the major end-users of distribution transformers in India.
India is one of the major exporters of distribution transformers to many
countries around the globe. 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.
With
over 150 transformer manufacturers and suppliers, the Indian distribution
transformers market is predominantly unorganized with few participants catering
to the higher range distribution transformer market. The organized players
include ABB, Areva T and D, Bharat Heavy Electricals Limited, Voltamp
Transformers Limited, Crompton Greaves Limited, Vijai Electricals, Kotsons
Private Limited, Kirloskar Electric Company, EMCO Limited, Victory Transformers
and Switchgears Limited, and Transformers and Rectifiers India Limited.
OUTLOOK
The
energy infrastructure market is on an upward trajectory. Power and
Infrastructure sector continue to be a priority sector for the government. In
view of Government of India's announcement of increasing investments in the
Infrastructure and the Industry segments, it is expected that the energy
infrastructure market in India will double in the next five years. With the
synergies accruing from its integration with Schneider Electric India, the
company is in a perfect position to cater to Infrastructure market solutions
leveraging on expertise in the field of Power, Infrastructure, Buildings,
Industry and IT businesses.
However
there are many challenges which may impact the growth of the company in the
short run. To control the high inflation, RBI the central bank of India had
followed a monetary policy of liquidity tightening and raising interest rates.
Aggressive competition might put strong price pressure and affect
profitability. Schneider Electric
Infrastructure's
management team will remain completely focused to meet these challenges and
continue to deliver the best value for its shareholders.
CONTINGENT
LIABILITIES
·
The
Company considers Sales Tax demands amounting to Rs. 12.470 Millions (Previous
Year: NIL) as contingent. 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.
·
The
Company considers demand for Excise / Service tax amounting to Rs. 9.890
Millions (Previous Year: NIL) for various years as contingent. 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.
FIXED ASSETS
· Freehold Land
· Leasehold Land
· Buildings
· Plant and Equipments
· Furniture and Fixtures
· Office Equipments
· Motor Vehicles
Statement of Standalone Unaudited
Financial Results for the Quarter and Six Months Ended September 30, 2012
(Rs in Millions)
|
Particulars |
30.09.2012 |
30.06.2012 |
30.09.2012 |
|
|
3 months ended |
Preceding 3 months ended |
Year to date figures for six months ended |
|
|
Unaudited |
Unaudited |
Unaudited |
|
Part 1 - Statement of
standalone financial results |
|
|
|
|
1. Income from
operations |
|
|
|
|
(a) Net sales/Income from operations (net of excise duty} |
2608.100 |
3235.700 |
5903.800 |
|
(b) Other operating income |
18.900 |
17.300 |
36.200 |
|
Total income from operations
(net) |
2627.000 |
3313.000 |
5940.000 |
|
2. Expenses |
|
|
|
|
a Cost of materials consumed |
1976.000 |
2329.800 |
4305.800 |
|
b Purchase of stock-in-Trade |
- |
- |
- |
|
c. Changes in inventories of finished goods, work-in-progress and stock-in-trade |
(261.900) |
75.000 |
(185.900) |
|
d. Employees benefits expense |
363.600 |
372.100 |
735.700 |
|
e. Depreciation and amortization |
58.600 |
58.100 |
116.700 |
|
f. Other expenses |
534.500 |
493.200 |
1027.700 |
|
Total expenses |
2670.800 |
3329.200 |
6000.000 |
|
3. Profit / (loss)
from operations before other income, finance Costs and exceptional items
(1-2) |
(43.800) |
(16.200) |
(60.000) |
|
4. Other income |
3.700 |
22.700 |
26.400 |
|
5. Profit / (loss) from
ordinary activities before finance costs and exceptional items (3+4) |
(40.100) |
6.500 |
.33.800 |
|
6 Finance costs |
59.700 |
57.600 |
117.300 |
|
7. Profit (+) /
loss (-) from ordinary activities after finance costs but before exceptional items
(5-6) |
(99.800) |
(51.100) |
(150.900) |
|
8 Exceptional items |
(100.000) |
- |
(100.000) |
|
9. Profit (+)/ loss
(-) from ordinary activities before tax (7-8) |
(199.800) |
(51.100) |
(250.900) |
|
10. Tax expense |
000 |
000 |
000 |
|
11. Net profit (+)!
loss (-) from ordinary activities after tax (9-10) |
(199.800) |
(51.100) |
(250.900) |
|
12. Extraordinary items |
- |
- |
- |
|
13. Net profit(+)/
loss(-) for the period (11-12) |
(199.800) |
(51.100) |
(250.900) |
|
14. Paid-up equity share capital (lace value of Rs 2/- each) |
478.200 |
478.200 |
478.200 |
|
1S Reserves excluding revaluation reserves as per balance sheet of previous accounting year |
|
|
|
|
16 Earnings per share (EPS) |
|
|
|
|
a) Basic and diluted EPS before extraordinary items (not annualised) |
(0.84) |
(0 21) |
(1.05) |
|
b) Basic and diluted EPS after extraordinary items (not annualised) |
(0.84) |
(0 21) |
-1 05 |
|
Particulars A PARTICULARS OF SHAREHOLDINGS Part II |
30.09.2012 |
30.06.2012 |
30.09.2012 |
|
|
|
1. Public
Shareholding |
|
|
|
|
|
No. of shares |
63611511 |
63611511 |
63611511 |
|
|
Percentage of shareholding |
26.60% |
26.60% |
26.60% |
|
|
2. Promoter and Promoter
group Shareholding |
|
|
|
|
|
a. Pledged/Encumbered |
|
|
|
|
|
-Number of Shares |
- |
- |
- |
|
|
Percentage of Shares(as a % of total |
- |
- |
- |
|
|
shareholding of promoter group) |
|
|
|
|
|
-Percentage of Shares(as a % of the total |
- |
- |
- |
|
|
Share Capital of Company) |
|
|
|
|
|
b Non-Encumbered |
|
|
|
|
|
-Number of Shares |
175492524 |
175492524 |
175492524 |
|
|
-Percentage of Shares(as a % of total |
|
|
|
|
|
shareholding of promoter group) |
100.00% |
100.00% |
100.00% |
|
|
-Percentage of Shares(as a % of the total |
|
|
|
|
|
Share Capital of Company |
73.40% |
73.40% |
73.40% |
|
B Investor
Complaints |
|
|
Pending at the beginning of the quarter |
- |
|
Received during the quarter |
1 |
|
Disposed of during the quarter |
1 |
|
Remaining unresolved at the end of the quarter |
- |
Statement of Standalone Assets and
Liabilities
(Rs in Millions)
|
Particulars |
30.09.2012 |
|
|
Unaudited |
|
|
|
|
A EQUITY AND
LIABILITIES |
|
|
1.
Shareholders'funds |
|
|
(a) Share Capital |
478.200 |
|
(b) Reserves & surplus |
1939.700 |
|
Sub-total |
2417.900 |
|
2. Non-current
liabilities |
|
|
(a) Long-term borrowings |
0.000 |
|
(b) Deferred tax liabilities (net) |
0.000 |
|
(c) Other long-term liabilities |
0.000 |
|
(d) Long-term provisions |
186.000 |
|
Sub-total |
186.000 |
|
3. Current
liabilities |
|
|
(a) Short-term borrowings |
2617.800 |
|
(b) Trade payables |
5950.700 |
|
(c) Other current liabilities |
984.000 |
|
(d) Short-term provisions |
95.200 |
|
Sub-total |
9647.700 |
|
Total |
12251.600 |
|
B ASSETS |
|
|
1. Non-current
assets |
|
|
(a) Fixed assets |
2020.600 |
|
(b) Deferred tax assets (net) |
82.400 |
|
(c) Trade Receivables |
336.600 |
|
(d) Long Term Loans and Advances |
88.700 |
|
Sub-total |
2528.300 |
|
2. Current assets |
|
|
(a) Inventories |
2013.800 |
|
(b) Trade receivables |
6258.800 |
|
(c) Cash and cash equivalents |
264.400 |
|
(d) Short-term loans and advances |
968.00 |
|
(e) Other current assets |
218.300 |
|
Sub-total |
9723.300 |
|
Total |
12251.600 |
1. The above Financial Results and Statement of Assets and Liabilities were reviewed by the Audit Committee and taken on record by the Board of Directors at the meeting held on November 2, 2012 and were subject to "Limited Review" by the Auditors. No Limited review has been carried out for the quarter and six months ended September 30. 2011.
2. 2 The Distribution business of Areva T and O India Limited, now Alstom T and D India Limited (ATDIL) was transferred to the Company, under the Scheme of Arrangement of Demerger ("Scheme"), between the Company, ATDIL and their respective shareholders and creditors under section 391-394 of the Companies Act, 1956, sanctioned by Hon'ble High Courts of Delhi and Gujarat, on October 24, 2011 and September 19, 2011 respectively and made effective from April 1, 2011 Results for the quarter and six months ended September 30, 2011, represent results of the Company after giving effect to the scheme Further the Company has issued 239,104,035 equity shares of Rs 21- each fully paid to the shareholders of ATDIL, as on the record dale, December 15, 2011. For the purpose of disclosure of share capital, calculating EPS and information under Part II above, for the quarter and six months ended September 30, 2011, such shares issued (net of proposed cancellation of the existing shares), are considered in calculation of weighted average number of shares to correctly depict the EPS for the period and facilitate comparison with the current quarter.
3. Schneider Electric Singapore Pie Ltd ("Acquirer") and Schneider Electric South East Asia (HQ) Pie Ltd, Schneider Electric Services International and Energy Grid Automation Transformers and Switchgears India Limited, in their capacity as persons acting in concert with the Acquirer (collectively the "PAC"), made an Open Offer for acquisition of upto 62,167,050 fully paid up equity shares of face value of Rs 21-each (representing 26%), from the Public Shareholders of the Company ( Target Company"), at a price of Rs.83.10 per share as described in the Detailed Public Statement dated September 24, 2012 and draft Letter of Offer dated October 1, 2012.
4. In terms of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto, the Board of Directors at Ihe Board Meeting held on October 7, 2012 have constituted a Committee of Independent Directors. The Committee would be submitting its report on the Open Offer in due course of time
5. The exceptional items represents stamp duty of Rs. 100.000 Millions paid by the Company on stamping of the orders, pursuant to the scheme of demerger approved by the Hon'ble High Courts.
6. 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.
7. Prior period figures have been reclassified/regrouped wherever necessary for comparative purposes.
ALSTOM AND SCHNEIDER
ELECTRIC TO LAUNCH MANDATORY OFFERS FOR THEIR RESPECTIVE ENTITLES IN INDIA.
ALSTOM T AND D INDIA LIMITED AND SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED.
Monday September 17,
2012
Regulatory News:
Following the acquisition of Areva T and D India LIMITED IN 2010 BY Alstom and Schneider Electric in consortium, the transmission and distribution activities have been carved out into two entitles Alstom T and D India Limited and Schneider Electric Infrastructure Limited.
The last step of the segregation of the activities triggers a change from a joint to a sole control of each entity by either Alstom or Schneider Electric.
Therefore, in accordance with the Indian takeover Regulations, Alstom and Schneider Electric have today announced respectively a mandatory tender offer to acquire up to 26% of the fully diluted voting equity share capital of Alstom T and D India Limited for Alstom and Upto 26% of the fully diluted voting equity share capital of Schneider Electric Infrastructure Limited For Schneider Electric.
Both Alstom T and D India Schnieder Electric Infrastructure Limited are listed on the Bombay Stock Exchange, the National Stock Exchange of India and Calcutta Stock Exchange.
This Announcement is not an offer to purchase or the solicitation of an offer to sell shares of either Alstom T and D India Limited or Schneider Electric Infrastructure Limited. Any Offers to purchase or solicitation of offers to sell will be made only pursuant to a formal offer. Shareholder are strongly advised to read the terms of the offer to purchase will made to, nor will tenders pursuant to the offer to purchase be accepted from or on behalf of, holders of shares in any jurisdiction in which making or accepting the offer to purchase would violate that jurisdictions law
PRESS RELEASE
SCHNEIDER ELECTRIC SA
PROPOSES AN EVOLUTION OF ITS GOVERNANCE STRUCTURE
Rueil-Malmaison (France), December 18, 2012 – Henri Lachmann continues to implement his succession plan. Therefore, the Supervisory Board of Schneider Electric SA and its Chairman have decided to propose a modification of the Group’s governance structure at the next Annual Shareholder’s meeting, to be held on April 25, 2013. The Group will adopt a single board structure with a Board of Directors (Conseil d’Administration), provided it is approved by shareholders.
The Board is attached to the continued success of the Group and its good governance. It endeavors to respect two key principles: to maintain a strong and stable leadership and to guarantee the independent control in the management of the company.
It intends to name Jean-Pascal Tricoire as Chairman and Chief Executive Officer (President Director General) in light of his achievements and performance since he took the lead of the Group in 2006. Emmanuel Babeau, currently member of the Management Board, will become Deputy Chief Executive Officer (Director General Delegue) in charge of Finance and Legal Affairs of the Group.
The Board also considers that it is necessary to reinforce its role and involvement in the oversight of the Group. Under this new governance structure, the Board of Directors will put in place four committees: Governance, Audit, Human Resources and Social Responsibility and Strategy. In addition, the board will nominate a Lead Director who will guarantee its independence and oversee the quality and timeliness of information sent and the proper functioning of the Board. Henri Lachmann will assume this role up to the end of his term as director in 2014. His mission will be to ensure a smooth transition in the governance structure and to name the Lead Director to succeed him in this role.
In line with this modification, all the existing members of the Supervisory Board (for the remaining duration of their terms) and Jean-Pascal Tricoire will be nominated as directors of the new Board. The employee shareholders will need to propose one or more candidates to represent them as director in the Board.
SCHNEIDER ELECTRIC
ACQUIRES M AND C ENERGY GROUP AND STRENGTHENS ITS CAPABILITY TO RESPOND TO FAST
GROWING DEMAND FOR ENERGY MANAGEMENT SERVICES
Rueil-Malmaison (France), May 4, 2012 - Schneider Electric announced today that it has signed an agreement to acquire M and C Energy Group (“M and C”), a fast-growing company specialized in energy procurement and sustainability services for both multinationals and small to medium sized enterprises.
Headquartered in the United Kingdom, M and C provides its customers with energy procurement, compliance and performance optimization services mostly on recurring subscription basis. The company has more than 500 employees including 300 energy specialists and an international presence with 21 offices across 15 countries, particularly in Europe and Asia-Pacific. M and C expects to generate total sales of approximately Ł35 million for the current year ending June 2012 with an EBITA margin above the Schneider Electric average.
M and C will complement the offerings and geographic presence of Summit Energy, a leading US player in this segment acquired in 2011. M and C brings to Schneider Electric and Summit Energy:
· A strong client base of about 4,000 customers comprised of large corporations as well as a big pool of small to medium sized enterprises
· Complementary geographical footprint, including Australia, Asia and some European locations
· Highly experienced team specialized in services like energy procurement and risk management, regulatory analysis and compliance, performance optimization and sustainability auditing.
Chris Curtis, Schneider Electric’s Executive Vice President, Buildings Business, commented: “M and C is a bolt-on acquisition that will strongly complement Summit’s offerings, significantly enhance the Group’s position in energy management services, and accelerate our growth in countries where our presence is limited. In addition, this acquisition is totally in line with the Group’s strategy to boost services growth. The combination will allow us to connect their supply side expertise with our lead in demand side solutions and generate significant synergies.”
Mark Dickinson, CEO, M and C Energy Group commented: “Bringing M&C Energy Group and Schneider Electric together creates a global force in the energy advisory sector, providing long-term benefits to both staff and clients flowing from the combined knowledge, expertise, geographic footprint and range of products and service available.”
The completion of the transaction is subject to regulatory approvals and customary closing conditions. The closing is expected to occur in the second quarter 2012. This acquisition is expected to be accretive on earnings per share from year 1 and to meet Schneider Electric’s Return on Capital Employed criteria in year 3.
SCHNEIDER ELECTRIC
SUCCESSFULLY LAUNCHES ITS FIRST BOND IN THE UNITED STATES
Rueil-Malmaison (France), September 21, 2012 - Schneider Electric announced today that it has successfully placed its first US$ 800 million bond issue due 2022 in the United States.
The bonds were issued by way of a private placement to institutional investors only (including to qualified institutional buyers in the United States). The net proceeds of the issue will be used for general corporate purposes.
This bond offering gives Schneider Electric access to the large US dollar funding sources and further extends its average debt maturity at favorable market conditions.
The bonds will pay a coupon of 2.95%. The settlement of the bonds is expected to take place on
September 27, 2012.
CMT REPORT (Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources
including but not limited to: The Courts,
1] INFORMATION ON
DESIGNATED PARTY
No records exist designating subject or any of its beneficial owners,
controlling shareholders or senior officers as terrorist or terrorist
organization or whom notice had been rceived that all financial transactions
involving their assets have been blocked or convicted, found guilty or against
whom a judgement or order had been entered in a proceedings for violating
money-laundering, anti-corruption or bribery or international economic or
anti-terrorism sanction laws or whose assets were seized, blocked, frozen or
ordered forfeited for violation of money laundering or international
anti-terrorism laws.
2] Court Declaration :
No records exist to suggest that subject is
or was the subject of any formal or informal allegations, prosecutions or other
official proceeding for making any prohibited payments or other improper
payments to government officials for engaging in prohibited transactions or
with designated parties.
3] Asset Declaration :
No records exist to suggest that the property or assets of the subject
are derived from criminal conduct or a prohibited transaction.
4] Record on Financial
Crime :
Charges or conviction registered
against subject: None
5] Records on Violation of
Anti-Corruption Laws :
Charges or
investigation registered against subject: None
6] Records on Int’l
Anti-Money Laundering Laws/Standards :
Charges or investigation
registered against subject: None
7] Criminal Records
No
available information exist that suggest that subject or any of its principals
have been formally charged or convicted by a competent governmental authority
for any financial crime or under any formal investigation by a competent
government authority for any violation of anti-corruption laws or international
anti-money laundering laws or standard.
8] Affiliation with
Government :
No record
exists to suggest that any director or indirect owners, controlling
shareholders, director, officer or employee of the company is a government
official or a family member or close business associate of a Government
official.
9] Compensation Package :
Our market
survey revealed that the amount of compensation sought by the subject is fair
and reasonable and comparable to compensation paid to others for similar
services.
10] Press Report :
No press reports / filings exists on
the subject.
CORPORATE GOVERNANCE
MIRA INFORM as part of its Due Diligence do provide comments on
Corporate Governance to identify management and governance. These factors often
have been predictive and in some cases have created vulnerabilities to credit
deterioration.
Our Governance Assessment focuses principally on the interactions
between a company’s management, its Board of Directors, Shareholders and other
financial stakeholders.
CONTRAVENTION
Subject is not known to have contravened any existing local laws,
regulations or policies that prohibit, restrict or otherwise affect the terms
and conditions that could be included in the agreement with the subject.
FOREIGN EXCHANGE RATES
|
Currency |
Unit
|
Indian Rupees |
|
US Dollar |
1 |
Rs. 54.85 |
|
|
1 |
Rs. 88.40 |
|
Euro |
1 |
Rs. 72.63 |
INFORMATION DETAILS
|
Report Prepared
by : |
UDS |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
5 |
|
PAID-UP CAPITAL |
1~10 |
5 |
|
OPERATING SCALE |
1~10 |
6 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
6 |
|
--PROFITABILIRY |
1~10 |
6 |
|
--LIQUIDITY |
1~10 |
5 |
|
--LEVERAGE |
1~10 |
5 |
|
--RESERVES |
1~10 |
5 |
|
--CREDIT LINES |
1~10 |
5 |
|
--MARGINS |
-5~5 |
- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
YES |
|
--LITIGATION |
YES/NO |
NO |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
NO |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
YES |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
TOTAL |
|
48 |
This score serves as a reference to assess SC’s credit risk
and to set the amount of credit to be extended. It is calculated from a composite
of weighted scores obtained from each of the major sections of this report. The
assessed factors and their relative weights (as indicated through %) are as
follows:
Financial
condition (40%) Ownership
background (20%) Payment
record (10%)
Credit history
(10%) Market trend
(10%) Operational
size (10%)
RATING EXPLANATIONS
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
>86 |
Aaa |
Possesses an extremely sound financial base with the strongest capability
for timely payment of interest and principal sums |
Unlimited |
|
71-85 |
Aa |
Possesses adequate working capital. No caution needed for credit
transaction. It has above average (strong) capability for payment of interest
and principal sums |
Large |
|
56-70 |
A |
Financial & operational base are regarded healthy. General
unfavourable factors will not cause fatal effect. Satisfactory capability for
payment of interest and principal sums |
Fairly Large |
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
26-40 |
B |
Capability to overcome financial difficulties seems comparatively
below average. |
Small |
|
11-25 |
Ca |
Adverse factors are apparent. Repayment of interest and principal sums
in default or expected to be in default upon maturity |
Limited with
full security |
|
<10 |
C |
Absolute credit risk exists. Caution needed to be exercised |
Credit not
recommended |
|
- |
NB |
New Business |
- |
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL)
or its officials.