SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED — Proxy Solicitation & Information Statement 2019

Feb 20, 2019

February 20, 2019

The Manager Listing Department National Stock Exchange of India Ltd Exchange Plaza, Aandra Kurla Complex Sandra (East), MUMBAI 400 051 Fax# 022-2659 8237/8238/8347/8348

Symbol: SCHNEIDER

The Secretary BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street MUMBAI 400 001 Fax# 022-2272 3121/2037/2039

Scrip Code No. 534139

Dear Sir(s),

Sub: Postal Ballot Notice

Further to our communication on February 13, 2019 intimating the approval of 'Material Related Party Transaction to I from Schneider Electric India Private Limited' by the Board of Directors, and in reference to the captioned subject, please find enclosed Notice of Postal Ballot dated February 13, 2019 along with Postal Ballot Form ("the Form") sent to the Members of the Company in terms of the provision of Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, for seeking their approval by way of Ordinary Resolution.

You may further note that Mohd. Nazim Khan (CP No. 8245), Practicing Company Secretary, has been appointed by the Board of Directors as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

The Postal Ballot Notice along with the Form have been uploaded on the Company's website www.schneider-infra.in.

We request you to kindly take the above information on record.

Thanking you.

Yours Sincerely, : ~:•structure Limited

(Bhumika Sood) Company Secretary and Compliance Officer Encl: As above

10th Floor, DLF Building No. 10, Tower C, DLF Cyber City, Phase II, Gurgaon- 122002, INDIA, Phone : +91-124-3940400,Fax: +91-124-4222036, www.schneider-infra.ln

Registered Office: Milestone 87, Vadodara, Halol Highway, Village Kotambl, Post Office Jarod, Vadodara- 391 510, Gujarat, India. Tel.: 02668 664300 Fax: 02668 664621

SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED

CIN: L31900GJ2011PLC064420

Regd. Office: Milestone 87, Vadodara Halol Highway, Village Kotambi, Post office Jarod, Vadodra- 391510, Gujarat, India Phone: 02668 664466 /664300, Fax: 02668 664621, E-mail: company.secretary@schneider-electric.com

Website: http://www.schneider-infra.in

Notice of Postal Ballot

**(**Notice pursuant to Section 110 of the Companies Act, 2013 Read with Companies (Management & Administration) Rules, 2014)

Dear Member(s),

Notice is hereby given pursuant to Section 110 and all other applicable provisions of the Companies Act, 2013 ("the Act") read with Rule 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules") (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), that the resolution seeking approval of members for entering into Related Party Transaction(s) as set out below is proposed to be passed as an Ordinary Resolution, by way of Postal Ballot and electronic voting (e-voting).

The Statement under Section 102 of the Act, pertaining to the proposed transaction, setting out the material facts along with Postal Ballot Form (the "Form") is annexed for your consideration.

The Board of Directors of the Company at its meeting held on February 13, 2019, has appointed Mohd Nazim Khan (FCS- 6529), Practising Company Secretary, as Scrutinizer for conducting the Postal Ballot (physical & e-voting) process in accordance with law in a fair and transparent manner.

The business of the Postal Ballot shall, in addition to physical voting, also be transacted through electronic voting system. Accordingly, the Company, in compliance with Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the provisions of Section 108 of the Act, read with Rule 20 of the Rules, is pleased to provide the members (whether holding shares in physical or dematerialised form) with the facility to exercise their right to vote on the matter as set out in the Postal Ballot Notice by electronic means. The e-voting services are provided by National Securities Depository Limited (NSDL). The e-voting period commences on Thursday, February 21, 2019 (9.00 a.m. IST) and ends on Friday, March 22, 2019 (5.00 p.m. IST). Please read carefully and follow the instructions as printed in this Notice for e-voting.

Those members, who do not have access to e-voting facility can send their assent or dissent in writing on the Form. It is pertinent to note that the member(s) can opt for only one mode of voting, i.e. either by e-voting or voting by physical mode. If you are opting for evoting, then do not vote by physical Postal Ballot also and vice versa. However, in case members cast their vote by physical ballot and e-voting, then voting done through physical ballot shall be treated as invalid. After you vote, the vote cannot be changed subsequently.

Members are requested to carefully read the instructions and return the form duly completed and signed in the enclosed postage prepaid, self-addressed, business reply envelope, to reach the Scrutinizer on or before the close of working hours (5.00 p.m. IST) on Friday, March 22, 2019. Please note that any Form(s) received after the said date will be treated as if reply from the member has not been received. Members who have not received the Form may apply to the Company and obtain a duplicate thereof.

The Scrutinizer will submit his report to the Chairman of the Company after the completion of scrutiny of the Form(s) (physical & evoting). The results of the Postal Ballot would be announced by Chairman or the person authorized by Chairman of the Company on or before Monday, March 25, 2019, at the Registered Office and Corporate Office of the Company. The aforesaid result shall be intimated to the Stock Exchanges where the shares of the Company are listed and displayed along with Scrutinizer's Report on the Company's website: http://www.schneider-infra.in and on the website of NSDL. The date of declaration of results will be the date of passing of resolution.

SPECIAL BUSINESS

Material Related Party Transaction with Schneider Electric India Private Limited:

To consider and if thought fit, to approve the following resolution as an Ordinary Resolution:

"RESOLVED THAT in supersession of the earlier resolution passed by the Members of the Company on December 27, 2014 by

way of Postal Ballot and e-voting, and pursuant to the provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 (Act), read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 as amended till date, and other applicable Rules, if any, and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and the Company's policy on Related Party Transactions, the approval of members be and is hereby accorded to the Board of Directors of the Company (which term shall include any committee of the Board) to enter into the contract(s)/ arrangement(s)/ transaction(s) for sale, purchase of goods, materials etc. and to provide / render/avail services / Cost recharge/ reimbursement to / from Schneider Electric India Private Limited, a related party within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations, subject to a maximum annual aggregate value of Rs. 500 Crores (Rupees Five Hundred Crores Only) in any financial year with the said related party, provided that the said contract(s)/ arrangement(s)/ transaction(s) so carried out shall be at arm's length basis and in the ordinary course of business of the Company.

RESOLVED FURTHER THAT the Audit Committee and/ or the Board of Directors be and are hereby severally authorized, with power to sub-delegate, negotiate, modify, finalize, execute and disclose the aforesaid agreements and take all steps as may be necessary in order to effectively implement and execute the transaction and to do all acts and take such steps as may be considered necessary or expedient to give effect to the aforesaid resolution."

By Order of the Board of Director For Schneider Electric Infrastructure Limited

Bhumika Sood

Company Secretary and Compliance Officer ACS: 19326 Regd. Office: Milestone 87, Vadodara-Halol Highway, Village Kotambi, Post Office Jarod, Vadodara 391 510, Gujarat

Date: February 13, 2019 Place: Gurugram

Notes:

• 1. A Statement pursuant to Section 102(1) of the Companies Act, 2013 ("the Act") setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is annexed herein.
• 1. The Postal Ballot Notice along with the Postal Ballot Form is being sent to the members whose names appear in the Register of Members/ records of Depositories as at the close of business hours on Friday, February 15, 2019 i.e. the "cut-off date". The Postal Ballot Notice is also being sent in electronic form to the members who have registered their e-mail addresses with the Company / Registrars and Transfer Agents of the Company (in case of physical shareholding) / with their Depository Participants (in case of electronic shareholding). For those members, who have not registered their email addresses, physical copies of the Postal Ballot Notice along with Postal Ballot Form and self-addressed postage pre-paid Business Reply Envelope is being sent. The voting rights of members shall be in proportion to their share of the paid-up equity share capital as on that date.
• 1. Members who have received this Postal Ballot Notice by e-mail and who wish to vote through physical Postal Ballot may download the Postal Ballot Form attached to the e-mail or from the "Investor Relations" section on the Company's website: www.schneider-infra.in where this Postal Ballot Notice is displayed and send the duly completed and signed Postal Ballot Form so as to reach the Scrutinizer on or before 5:00 p.m. (IST) on Friday, March 22, 2019. To seek duplicate form, please contact M/s C B Management Services (P) Ltd., P-22, Bondel Road, Kolkata -700019, our Registrar and Transfer Agent.
• 1. In compliance with the provisions of Section 110 of the Act read with the Companies (Management and Administration) Rules, 2014 and Secretarial Standards-2 issued by Institute of Company Secretaries of India on General Meetings (SS-2) and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company is offering remote e-voting facility to all the members of the Company. NSDL will be facilitating remote e-voting to enable the members to cast their votes electronically instead of dispatching Postal Ballot Form. Remote e-voting is optional. The instructions for Members for remote e-voting are given separately in this Notice.
• 1. The e-voting period commences on Thursday, February 21, 2019 at 9:00 a.m. (IST) and ends at 5:00 p.m. (IST) on Friday, March 22, 2019. During this period, members of the Company, holding shares either in physical or dematerialised form, as on the cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDLthereafter.

1. Relevant documents referred to in this Postal Ballot Notice and the Statement are available for inspection by the members at the Company's registered office during business hours on all working days except Saturday from the date of despatch of this Postal Ballot Notice till Friday, March 22, 2019.

7. Appeal to Shareholders:

• Email Registration: The members are requested to register their e-mail addresses with the Company's Registrars and Transfer Agents / Depository Participant(s) to obtain faster, accurate and complete communications from the Company;
• Demat Holding: Holding of securities in demat form instead of physical form, eliminates bad delivery, saves stamp duty on transfers, ensures faster settlement, eases portfolio management and provides 'on-line'access through internet.
• 1. The resolution, if approved, shall be deemed to have been passed on the date of declaration of result.
• 1. The instructions for e-voting are as under:

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

Step 2: Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below:

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
• 1. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-services i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDLe-services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below:

Manner of holding shares i.e. Demat(NSDLor CDSL) or Physical		Your User ID is:
a)	For Members who hold shares indemat account with NSDL.	8 Character DP ID followed by 8 Digit Client IDFor example, if your DP ID is IN300*** and Client ID is 12****** then youruser ID is IN30012***
b)	For Members who hold shares indemat account with CDSL.	16 Digit Beneficiary IDFor example, if your Beneficiary ID is 12************** then your user IDis 12**************
c)	For Members holding shares inPhysical Form.	EVEN Number followed by Folio Number registered with the companyFor example, if folio number is 001*** and EVEN is 101456 then user IDis 101456001***

Your password details are given below:

• a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.

• c) How to retrieve your 'initial password'?

  • I. If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
  • II. If your email ID is not registered, your 'initial password' is communicated to you on your postal address.
• 1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:

• a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.

• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
• 1. After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to nazim@mnkassociates.com with a copy marked to evoting@nsdl.co.in.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in

10. Information and instructions relating to voting through physical Postal Ballot Form

• (i) Members are requested to carefully read the instructions and return the Postal Ballot Form duly completed with the Assent (FOR) or Dissent (AGAINST), in the enclosed self-addressed postage pre-paid envelope, so as to reach the Scrutinizer, not later than close of working hours i.e. 5:00 p.m. (IST) on Friday, March 22, 2019, to be eligible for being considered, failing which, it will be strictly treated as if no reply has been received from the member.
• (ii) Members are requested to exercise their voting rights by using the attached Postal Ballot Form only. No other form or photocopy of the Form is permitted.
• (iii) Corporate / Institutional Members (that is, other than Individuals, HUF, NRI, etc.) opting for physical ballot are also required to send certified true copy of the Board Resolution / Power of Attorney / Authority Letter, etc., together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer along with the Postal Ballot Form.

Statement Pursuant to Section 102 of the Companies Act, 2013

ITEM NO 1:

On December 27, 2014, the shareholders of the Company through postal ballot accorded their approval to the Board of Directors of the Company to enter into contract(s)/ arrangement(s)/ transaction(s) for sale, purchase of goods, material, equipment etc. and to provide / / Cost recharge/ reimbursement to / from Schneider Electric India Private Limited (SEIPL), subject to maximum aggregate transactions of Rs. 250 Crores (Rupees Two Hundred and Fifty Crores Only) in any financial year with the said related party. render / avail services

Your Company has done transactions with SEIPL during the current financial year 2018-19 (Year). The Company has supplied various product and purchased products like Relays PSS etc. in the ordinary course of business. During the year, your Company has discontinued its vision line and disposed off its assets. Your company also rendered / received various services including cost recharges. All these transactions were at arm's length price.

The current limit of Rs. 250 Crores is utilized through transactions on purchase & sales of Product ~Rs. 205 Crores and services & other items ~Rs. 45 Crores. Some of the product lines are picking up in the Company and expected growth is anticipated to be 10- 15%. Further, the low Voltage (LV) business is expected to grow from Rs. 100 Crores to Rs. 250 Crores in coming years. Considering the above fact, we propose to enhance current limit from Rs. 250 Crores to Rs. 500 Crores.

Explanation to Regulation 23(1) of the Listing Regulations expressly provides that a transaction with a Related Party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year exceeds 10% (ten percent) of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity. Considering the above facts, the aggregate value of the transaction(s) with SEIPL will exceed the said threshold limit. Hence approval of the shareholders is being sought for the said material Related Party Transaction(s) proposed to be entered into by your Company with SEIPLin any financial year.

Information as per Rule 15 clause 3(ii)(a)(iii) of the Companies (Meetings of Board and its Powers) Rules, 2014

S. No.	Particulars	Information
1.	Name of the Related Party	Schneider Electric India Private Limited
2.	Name of the Director or key managerialpersonnel who is related, if any	Common Directors:Mr. Anil ChaudhryMr. Sugata Sircar
3.	Nature of relationship	Fellow Subsidiary
4.	Nature, material terms, monetary value andparticulars of the contract or arrangement	Attached as Annexure A
5.	Any other information relevant or importantfor the members to take a decision on theproposed resolution	NA

The Audit Committee and your Board have approved the above transaction in their respective meetings held on February 13, 2019.

None of the Directors except Mr. Anil Chaudhry and Mr. Sugata Sircar, being common directors, Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise and do not have any conflict of interest in the Resolution.

The Board recommends the passing of the Resolution as set out in the Item No. 1 of the Notice of the Postal Ballot as Ordinary Resolution.

By Order of the Board of Director For Schneider Electric Infrastructure Limited

Bhumika Sood Company Secretary and Compliance Officer ACS: 19326 Regd. Office: Milestone 87, Vadodara-Halol Highway, Village Kotambi, Post Office Jarod, Vadodara 391 510, Gujarat

Date: February 13, 2019 Place: Gurugram

Annexure A

Nature	Particulars of the contracts and the materialterms	Term of the Contracts	Monetary value
c o n t r a c t ( s ) /arrangement( s )/transaction(s)forsale,purchaseofgoods,materials,equipments etc. andto provide / render/availservices/Costrecharges/reimbursements	For Sale / Purchase of Goods, Materials,Equipment etc.On a cost-plus mark- up basis:The customer shall pay to the supplier all relevantdirect and Indirect costs (including the overheadcosts, other allocable costs and such othercategory of costs as mutually agreed to by boththe parties) plus an appropriate mark-up upto 16%determined in adherence to the arm's lengthprinciple. The mark-up shall be determined on ayear to year basis.	Thecontractswitht h es a i dr e l a t e dparty shall be in effectandshallcontinueunlessterminatedbyeitherPartywithanotice period of Three(3) months.	Up to Rs. 500 cores(Rupees Five HundredC r o r e so n l y )i naggregate,inanyfinancial year
	On Profit Split basis:
	Where the buyer purchase goods, materials,equipment from the Supplier for supplying it to athird party customer under an independentexecution contract ('Project'), the Customer shallpay to the Supplier all relevant direct and indirectcosts(includingtheoverheadcosts,otherallocable costs and such other category of costsas mutually agreed to by both the parties) ofmanufacturing/sales/supply/purchase,plusaproportion of the total profit earned by thecustomer under the Project, to be allocated oncertain parameters mutually agreed to by both theParties.
	On Comparable Uncontrolled Prices (CUP) basis:
	Where the supplier is selling the product indistributor, the customer shall pay to the Supplieras per the published distributor price list.
	For supplying / rendering/ availing /sharing ofservices etc :
	On a cost-plus mark-up basis
	In consideration of the performance of services,the Recipient'shall pay to the Provider aconsideration determined based on Cost plusmark-up principle. Cost shall mean all direct andindirect costs incurred by Provider in fulfilling theprovisionsforeachProject(includingtheoverhead costs, other allocable costs and suchother category of costs as mutually agreed to byboth the Parties). The mark-up shall be up to 16%determined in adherence to the arm's lengthprinciple. The mark-up shall be determined on ayear to year basis.
	Actual cost basis (including Common servicestaken from third party)In case of cost sharing, total charges/cost will beshared between the parties on the basis of headcount or any other methodology agreed betweenthe parties from time to time.

SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED

CIN: L31900GJ2011PLC064420 Regd. Office: Milestone 87, Vadodara, Halol Highway, Village Kotambi Post Office Jarod, Vadodara- 391 510, Gujarat, India Phone: 02668 664300 Fax: 02668 664621 Website: http://www.schneider-infra.in e-mail: company.secretary@schneider-electric.com

POSTAL BALLOT FORM

Serial No.:

Name and registered address ofthesole/ first named shareholder	:
Name(s) of Joint shareholder(s), ifany	:
Registered Folio No. /DP Id No./Client Id No.*(*applicable to investors holdingshares in dematerialized form)	:
Number of shares held	:

I / We hereby exercise my / our vote in respect of the Ordinary Resolution to be passed through postal ballot for the business stated in the Postal Ballot Notice of the Company by sending my / our assent or dissent to the said resolution by placing tick () mark at the appropriate box below:

ItemNo.	Brief particulars of the item	Number ofShares forwhich votecast	I/We assentto theresolution(FOR)	I/We dissent totheresolution(AGAINST)
1.	Approval for Material RelatedPartyTransactionwithSchneider Electric India PrivateLimited

Place : Date : #E-mail address : ________________________

Signature of Member(s)

# To be provided by the Members holding equity shares in Physical Form.

EVEN(E Voting Event Number)	User ID	Password / PIN

ELECTRONIC VOTING PARTICULARS