MIRA INFORM REPORT

Report Date :

07.09.2013

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, Halol Highway, Village Kotambi, Post Office Jarod, Vadodara – 391510, Gujarat
Country :	India
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.]	L31900GJ2011PLC064420
PAN No.: [Permanent Account No.]	AAPCS6078Q
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacturer of Electrical 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 company having satisfactory track record. In its first year of business operations company has performed well. Financially company 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 – March 31^st, 2013

Country Name	Previous Rating (31.12.2012)	Current Rating (31.03.2013)
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

We are living in a world where volatility and uncertainty have become the New Normal. We saw a change of government in countries like Tunisia, Egypt, Libya and Vietnam. Once powerful countries in Europe are now fighting for bankruptcy. We have taken growth in the developing part of the world for granted but economic growth in China and India has begun to slow. Companies that were synonymous with their product categories just a few years ago are now no longer in existence. Kodak, the inventor of the digital camera had to wind up its operations, HMV, the British entertainment retailing company and Borders, once the second largest bookstore have shut down due to their inability to evolve their business models with the changing time. Readers’ Digest, Thomson Register are no more !

There is another megatrend happening. The World order is changing as economic power shifts from West to East. According to McKinsey study, it took Britain more than 100 years to double its economic output per person during its industrial revolution and the US later took more than 50 years to do the same. More than a century later, China and India have doubled their GDP per capital in 12 and 18 years respectively. By 2020, emerging Asia will become the world’s largest consuming block, overtaking North America.

The years after the outbreak of the global financial crisis, the world economy continues to remain fragile. The Indian economy demonstrated remarkable resilience in the initial years of the contagion but finally lost ground last year. GDP growth slowed down. Currency has been weakening. There is a marked deceleration in agriculture, industry and services. Dampening sentiment led to a cut-back in investment as well as private consumption expenditure.  Inflation remained at high levels fuelled by the pressure from the food and fuel sectors. The large fiscal and current account deficit s continued to cause grave concern. It is imperative that India regains its growth trajectory of 8-9 % sooner than later. This is crucially important given the need to create gainful livelihood opportunities for the millions living in poverty as also the large contingent of young people joining the job market every year.

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
Tel. No.:	91-120-3940400/ 3898703
Fax No.:	91-120-3898700
E-Mail :	company.secretary@schneider-electric.com conjeevaramsanthanam.ashokkumar@sehneiderelectric.com
Website :	www.schneider-infra.in
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: 30.06.2013

Category of Shareholders	Number of Shares	Percentage of Holding
A) Shareholding of Promoter and Promoter Group
(1) Indian
Bodies Corporate	176214545	73.70
Sub Total	176214545	73.70
(2) Foreign
Bodies Corporate	10592659	4.43
Sub Total	10592659	4.43
Total shareholding of Promoter and Promoter Group (A)	186807204	78.13
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	13211281	5.53
Financial Institutions / Banks	34795	0.01
Central Government / State Government(s)	605	0.00
Insurance Companies	8385359	3.51
Foreign Institutional Investors	1043594	0.44
Sub Total	22675634	9.48
(2) Non-Institutions
Bodies Corporate	6028590	2.52
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 million	21469959	8.98
Individual shareholders holding nominal share capital in excess of Rs. 0.100 million	1408918	0.59
Any Others (Specify)	713730	0.30
Non Resident Indians	645708	0.27
Foreign Nationals	405	0.00
Trusts	8165	0.00
Clearing Members	59452	0.02
Sub Total	29621197	12.39
Total Public shareholding (B)	52296831	21.87
Total (A)+(B)	239104035	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	239104035	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Electrical Switches.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

Not Available

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2012	As on 31.03.2011
Loan From Banks Repayable on Demand	740.000	0.000
Short term loan from banks	768.150	0.000
Total	1508.150	0.000
a) Loan from banks payable on demand carries interest rate of 11.25% per annum. b) Short term loan from banks Rs. 390.000 Millions carries interest rate 11.10% per annum payable within 1 month from the end of the balance sheet date, and Rs. 350.000 Millions carries interest rate 11.25% per annum payable within 2 months from the end of the balance sheet date. c) Short term foreign currency loan USD 5 Millions (Rs. 256.000 Millions) carries interest rate LIBOR plus 2.20 repayable in 160 days from the end of the balance sheet date and USD 10 Millions (Rs. 512.000 Millions) carries interest rate LIBOR plus 2.60% repayable 334 days from the end of the balance sheet date.

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
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	478.210	1.000
(b) Reserves & Surplus	2191.440	(0.160)
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000
Total Shareholders’ Funds (1) + (2)	2669.650	0.840
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000
(b) Deferred tax liabilities (Net)	0.000	0.000
(c) Other long term liabilities	0.000	0.000
(d) long-term provisions	194.650	0.000
Total Non-current Liabilities (3)	194.650	0.000
(4) Current Liabilities
(a) Short term borrowings	2248.170	0.000
(b) Trade payables	5851.900	0.170
(c) Other current liabilities	1179.000	0.010
(d) Short-term provisions	332.530	0.000
Total Current Liabilities (4)	9611.600	0.180
TOTAL	12475.900	1.020
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	2072.690	0.000
(ii) Intangible Assets	0.000	0.000
(iii) Capital work-in-progress	13.450	0.000
(iv) Intangible assets under development	0.000	0.000
(b) Non-current Investments	0.000	0.000
(c) Deferred tax assets (net)	82.390	0.020
(d) Long-term Loan and Advances	85.790	0.000
(e) Other Non-current assets	0.000	0.000
Total Non-Current Assets	2254.320	0.020
(2) Current assets
(a) Current investments	0.000	0.000
(b) Inventories	1852.610	0.000
(c) Trade receivables	7145.640	0.000
(d) Cash and cash equivalents	107.720	0.000
(e) Short-term loans and advances	998.710	1.000
(f) Other current assets	116.900	0.000
Total Current Assets	10221.580	1.000
TOTAL	12475.900	1.020

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 / (Loss) Per Share (Rs.)		1.66	(0.31)

QUARTERLY RESULTS

Particulars	30.06.2012	30.09.2012	31.12.2012	31.03.2013	30.06.2013
Audited / Unaudited	Unaudited	Unaudited	Unaudited	Unaudited	Unaudited
	1^st Quarter	2^ndQuarter	3^rd Quarter	4^th Quarter	5^th Quarter
Net Sales	3313.000	2627.000	4138.700	3025.500	2730.700
Total Expenditure	3271.100	2612.200	3970.800	2921.300	2764.200
PBIDT (Excl OI)	41.900	14.800	167.900	104.200	(33.500)
Other Income	22.700	3.700	18.500	23.400	5.800
Operating Profit	64.600	18.500	186.400	127.600	(27.700)
Interest	57.600	59.700	65.700	135.300	61.200
Exceptional Items	000	(100.000)	0.000	0.000	0.000
PBDT	7.000	(141.200)	120.700	(7.700)	(88.900)
Depreciation	58.100	58.600	55.900	86.900	61.200
Profit Before Tax	(51.100)	(199.800)	64.800	(94.600)	(150.100)
Tax	000	000	0.000	3.900	0
Provisions and contingencies	000	000	0.000	0.000	0.000
Profit After Tax	(51.100)	(199.800)	64.800	(98.600)	(150.100)
Extraordinary Items	000	000	0.000	0.000	0.000
Prior Period Expenses	000	000	0.000	0.000	0.000
Other Adjustments	000	000	0.000	0.000	0.000
Net Profit	(51.100)	(199.800)	64.800	(98.600)	(150.100)

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011
PAT / Total Income	(%)	2.94	0.00
Net Profit Margin (PBT/Sales)	(%)	4.54	0.00
Return on Total Assets (PBT/Total Assets}	(%)	4.95	(18.00)
Return on Investment (ROI) (PBT/Networth)		0.22	(0.21)
Debt Equity Ratio (Total Debt/Networth)		0.84	0.00
Current Ratio (Current Asset/Current Liability)		1.06	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	Yes
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	Yes

UNSECURED LOAN

(Rs. In Millions)

Particulars	As on 31.03.2012	As on 31.03.2011
Unsecured	740.020	0.000
Total	740.020	0.000

Note: No Charges Exist for Company

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 Centers 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.

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.

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

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.

STATEMENT OF STANDALONE AUDITED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31.03.2013

(Rs. In Millions)

Particulars	31.03.2013 (Audited)	31.12.2012 (Unaudited)	31.03.2013) (Audited)
Part 1 - Statement of standalone financial results
1. Income from operations
(a) Net sales/Income from operations (net of excise duty)	3009.000	4110.400	13023.100
(b) Other operating income	16.500	28.300	81.000
Total income from operations (net)	3025.500	4138.700	13104.100
2. Expenses
a. Cost of materials consumed	2152.800	2615.400	9073.900
b. Purchase of stock-in-trade	-	-	-
c. Changes in inventories of finished goods, work-in-progress and stock-in-trade	(132.400)	225.800	(92.500)
d. Employees benefits expense	331.300	365.700	1482.700
e. Depreciation and amortization	86.900	55.900	259.500
f. Other expenses	519.600	763.900	2311.200
Total expenses	3008.200	4026.700	13034.800
3. Profit / (loss) from operations before other income, finance Costs and exceptional items (1-2)	17.300	112.000	69.300
4. Other income	23.400	18.500	68.300
5. Profit 1 (loss) from ordinary activities before finance costs and exceptional items (3+4)	40.700	130.500	137.600
6. Finance costs (Refer note 7)	135.300	65.700	318.300
7. Profit (+) / loss (-) from ordinary activities after finance costs but before exceptional items (5-6)	(94.600)	64.800	(180.700)
8. Exceptional items	-	0	100.000
9. Profit (+)/ loss (-) from ordinary activities before tax (7-8)	(94.600)	64.800	(280.700)
10. Tax expense	3.900		3.900
11. Net profit (+)/ loss (-) from ordinary activities after tax (9-10)	(98.600)	64.800	(284.600)
12. Extraordinary items	-		-
13. Net profit(+)/ loss(-) for the period (11-12)	(98.600)	64.800	(284.600)
14. Paid-up equity share capital (face value of Rs 21- each)	478.200	478.200	478.200
15. Reserves excluding revaluation reserves			1906.900
16. Earnings per share (EPS)
a) Basic and diluted EPS before extraordinary items (not annualized)	(0.41)	0.27	(1.19)
b) Basic and diluted EPS after extraordinary items {not annualized)	(0.41)	0.27	(1.19)
A. Particulars of shareholding
1. Public shareholding
- Number of shares	52296831	63611511	52296831
- Percentage of shareholding	21.9%	26.6%	21.9%
2. Promoters and promoter group shareholding
(a) Pledged / Encumbered
- Number of shares	-		-
- Percentage of shares (as a % of the total shareholding of promoter and promoter group)	-	-	-
- Percentage of shares (as a % of the total share capital of the company)	-	-	-
(b) Non- Encumbered
- Number of shares	186807204	175492524	186807204
- Percentage of shares (as a % of the total shareholding of promoter
and promoter group)	100.0%	100.0%	100.0%
- Percentage of shares (as a % of the total share capital of the company)	78.1%	73.4%	78.1%
B. Investor Complaints
Pending at the beginning of the quarter	-
Received during the quarter	2
Disposed of during the quarter	2
Remaining unresolved at the end of the quarter	-

STANDALONE ASSETS AND LIABILITIES

(Rs. In Millions)

Particulars	31.03.2013 (Audited)
A. EQUITY AND LIABILITIES
1. Shareholders' Funds
(a). Share capita)	4782
(b). Reserves and surplus	19069
Sub-total - Shareholders' funds	23851
2. Non-current liabilities
(a). Long-term borrowings	0
(b). Deferred tax liabilities (net)	0
(c). Other long-term liabilities	0
(a). Long-term provisions	2447
Sub-total - Non-current liabilities	2447
3. Current liabilities
(a). Short-term borrowings	23414
(b). Trade payables	61545
(c). Other current liabilities	17671
(d). Short-term provisions	1581
Sub-total - Current liabilities	104211
TOTAL EQUITY AND LIABILITIES	130509
B.ASSETS
1. Non-current assets
(a). Fixed assets	19891
(b). Deferred tax assets (net)	1142
(c). Trade receivables	5331
(d). Long-term loans and advances	888
Sub-Total - Non-current assets	27252
2. Current assets
(a). Inventories	14972
(b). Trade receivables	75568
(c). Cash and bank	439
(d). Short-term loans and advances	10881
(e). Other current assets	1397
Sub-total - Current assets	103257
TOTAL ASSETS	130509

Notes:

1. The above Financial Results were reviewed by the Audit Committee and taken on record by the Board of Directors at the meeting held on May 22, 2013.

2. The exceptional items represents stamp duty of Rupees 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.

3. In terms of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Schneider Electric Singapore Pte Limited ("Acquirer") along with certain persons acting in concert with the Acquirer, made an open offer to the public shareholders of Schneider Electric Infrastructure Limited.

The process of' Open Offer' was completed in February, 2013 and in terms of the same, 11,314,680 Equity Shares of the Company were acquired under the Open Offer. Consequent to the Open Offer, the shareholding of the Acquirer/Promoter Group in the Company increased from 73.40% to 78.13%,

The Acquirer /Promoter Group have committed themselves to reduce their shareholding in the Company within the regulatory time frame, such that the minimum public shareholding of the voting share capital of the Company is maintained, to enable the Company's Shares to continue to remain listed.

4. The figures of the last quarter are the balancing figures between audited figures in respect of the full financial year up to March 31, 2013 and the unaudited published year-to-date figures up to December 31, 2012, being the date of the end of the third quarter of the financial year which were subjected to limited review.

5. During the year, the Company has entered into transactions of Purchase of goods and services amounting to Rs. 488.800 millions and sales of goods and services amounting to Rs. 321.700 millions. These transactions are approved by Board of Directors of the Company. Company has also filed an application for approval from Central Government which is awaited as of date. Pending Government approval, no adjustments have been considered in financial results as Management is of the view that it will not have any material impact on the results. Auditors have also drawn attention on this matter in their audit report and their opinion is not qualified in respect of this matter.

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. Finance costs includes adjustment for exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs amounting to Rupees 39.200 millions in the Year ended March 31, 2013, in line with AS - 16 "Borrowing Costs".

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

WEBSITE DETAILS

PROFILE

Subject was incorporated on March 12, 2011 with the name Smartgrid Automation Distribution and Switchgear Limited Subsequently, the name of the company was changed to its current name, i.e. Subject 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 Vadodara, Gujarat. 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. The business of the company comprises of the demerged undertaking that was transferred to it by ALSTOM T and 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. 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.

FIXED ASSETS

· Freehold Land

· Leasehold Land

· Buildings

· Plant and Equipments

· Furniture and Fixtures

· Office Equipments

· Motor Vehicles

NEW OR PRESS RELEASE

ALSTOM AND SCHNEIDER ELECTRIC TO LAUNCH MANDATORY OFFERS FOR THEIR RESPECTIVE ENTITLES IN INDIA. AL STOM 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 £35 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, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received 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. 65.96
UK Pound	1	Rs. 102.91
Euro	1	Rs. 86.58

INFORMATION DETAILS

Report Prepared by :

DPH

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
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
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	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.