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Directors Report of GE Power India Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 23rd Annual Report of the Company and the Audited Financial Statements for the year ended 31 March 2015.

FINANCIAL HIGHLIGHTS (Rs. in million) For the year For the year ended ended Particulars 31 March 31 March 2015 2014

I Profits before Extraordinary items, Tax, 2,918.3 2,680.5

Interest and Depreciation

Less: Interest/Finance Cost 10.4 39.6

Less: Depreciation 730.5 610.8

Profit before Tax 2,177.4 2,030.1

Extraordinary item - Profit on sale of Business 485.9 1,169.0

Profit before Tax 2,663.3 3,199.1

Less: Provision for Taxation

- Current Tax (833.9) (1,124.0)

- Deferred Tax (58.7) 231.4

Profit after Tax 1,770.7 2,306.5

Balance brought forward from previous year 5,917.9 4,948.3

Charged in retained earnings where the remaining useful life of an (51.5) Nil asset is nil

Tax on depreciation directly against in the reserves 17.5 Nil

Adjustment on account of amalgamation and treatment of derivatives Nil Nil

Profit available for Appropriation 7,654.6 7,254.8

Appropriations

a) Transferred to General Reserve Nil (230.7)

b) Proposed Dividend (672.3) (941.2)

c) Corporate Dividend Tax (Net) (136.9) (165)

Balance Carried forward to Balance Sheet 6,845.4 5,917.9

DIVIDEND

The Directors are pleased to recommend a dividend of Rs.10/- per equity share (i.e. 100%) of the face value of Rs.10/- each, for the year ended 31 March 2015 [previous year dividend - Rs.14/- per equity share (i.e. 140%) of face value of Rs.10/- each, which included a special one-time dividend of Rs.4/- per share on account of sale of Transport Business, for the year ended 31 March 2014] amounting to Rs.809.2 million (including Corporate Dividend Tax of Rs.136.9 million).

STATE OF

COMPANY''S AFFAIRS

Operations - The year in review

The Indian economy remained moderate during financial year 2014-15 (FY14-15). First half of the year witnessed very limited activity due to elections in the country as latter half showed movement with new government taking the centerstage. India has very low per capita power consumption of ~970 units per annum as compared to world average of ~3500 units. New government has given priority to address the needs of Infrastructure sector. It has issued an ambitious plan of ''Electricity for all by 2019'', schemes to support power generation sector.

Thermal power sector looked positive with the increase in domestic coal supply. Domestic coal production in FY14-15 went up by >8% over FY13-14 to reach 614 million tonnes. This growth in coal production has improved the coal availability at power stations across the country.

Indian government focused on renewable power sector with various incentives like the National Clean Energy cess which was doubled from Rs.50 to Rs.100 per metric tonne of coal to finance renewable energy initiatives.

Government took following initiatives to broaden the investor base in solar & wind sector.

- Solar energy has great potential as a renewable energy source for India. The new government has revised National Solar Mission plans with ambitious target of ~100 GW by 2022. It plans to achieve the same through installation of 25 Solar parks and Ultra Mega Power Projects (UMPP) of 500 MW capacity and above by 2019. Government of India (GoI) is supporting solar power through various incentives such as appreciated depreciation, feed in tariff, solar specific RPO (Renewable Purchase Obligation) and REC (Renewable Energy Certificate), financing from international institutions such as Asian Development Bank etc.

- For wind energy, GoI has come up with a target of 60 GW by 2022. In order to achieve this, it has reintroduced ''Accelerated Depreciation benefit'' in 2014. Max cap for Generation Based Incentive increased to Rs.10 million/MW vis-a-vis earlier cap of Rs.6.2 million/MW for Rs.0.50/ unit over the tariff by SERCs. Exemption of SAD (Special Additional Duty) by 4% on raw materials. Reduction of financing charges by 0.50%-0.75% in mid-term to add further impetus.

Government''s flagship program is ''Make in India'' to promote growth of employment in manufacturing sector in India. Taking the positive sentiments forward, in the tough FY14-15, your company successfully completed and won projects in both local as well as global market.

MAKE IN INDIA

In line with ''Make in India'' objective, three pillars of your company''s strategy are:

- Customer Focus: Delivering and executing projects to the highest standards resulting in complete customer satisfaction

- Technology: Most efficient and environmentally friendly technology to drive the development of clean power production for sustainable growth

- Operational Excellence: Competitive solutions to Indian market while ensuring rich quality, we will continue to focus on localisation of our products and solutions Carrying forward the vision of providing ''Electricity for All by 2019''

Your Company being technology leader in the power sector has capability to fulfil the government''s target to provide ''Electricity for All by 2019''. The advanced products and solutions we offer, both in thermal and renewable sector, are playing a significant role in evolving the energy landscape in India.

In India, tough environmental requirements are being introduced. About 90% of India''s XIIth plan additions are likely to be based on supercritical technology which demonstrates the Government of India''s commitment to balance infrastructure development with care for environment. The conventional power plant will not be able to meet the environmental norms and efficiency demands of the future. For sustainable economic growth, Supercritical and Ultra Supercritical (USC) technology is a must for coal power plants. Adoption of such technologies leads to reduction of coal consumption thereby reducing CO2 emissions.

In this scenario, Alstom''s supercritical technology not only improves efficiency but also substantially reduces carbon footprint. With AQCS offerings for particulate control, flue gas desulphurization, NOx control, your company is well positioned to address emerging environment regulations.

THERMAL POWER COAL

Your Company with over 100 years of experience has proved its market leadership. Alstom is well positioned to offer its new and innovative solutions for power generation market in India. Ultra Supercritical technology is the emerging solution for India''s coal-fired power generation and your company is well equipped to offer Ultra supercritical technology to the Market. Alstom''s technology not only improves efficiency but also reduces all emissions substantially.

Indian Coal market for FY14-15 stood at ~8 GW dominated by supercritical but significant share of Ultra Supercritical technology (USC). In the years to come USC''s share is likely to grow significantly. Your Company''s boiler unit in Durgapur, West Bengal, is capable of manufacturing unit equipped with the latest technology to execute all power/ industrial boilers.

Your Company accomplished several milestones in this fiscal with the following project wins, successful commissioning and project milestones.

Supercritical project of 1 x 800 MW Wanakbori, GSECL

During the year your Company received order for 1 x 800 MW Wanakbori from BHEL. Alstom will supply boiler components for Wanakbori Supercritical Thermal Power Station to be setup in Kheda District of Gujarat. The order has been awarded by Gujarat State Electricity Corporation Ltd. (GSECL) on EPC basis to BHEL. This is India''s first 800 MW project to be awarded on EPC basis.

First unit of Barh II Supercritical Thermal Power Station in Bihar entered commercial operation

The first 660 MW unit of NTPC''s Barh II Supercritical thermal power station commenced commercial generation from 15 November 2014. Barh II was the first supercritical boiler project jointly executed by BHEL and Alstom.

First unit of Krishnapatnam Supercritical Thermal Power Project in Andhra Pradesh started commercial operation

The first 800 MW unit of APGENCO''s 2 x 800 MW Krishnapatnam supercritical thermal power project commenced commercial generation with effect from 04 February 2015. This is the first 800 MW supercritical boiler project jointly executed by BHEL and Alstom under the licensing agreement.

Your Company achieved milestone with the first fire for the 700MW Bellary thermal power station and 1st unit of 3x660 MW Bara Thermal power plant. Hydro Test performed successfully for 2x800 MW Yeramaras Thermal power station and balance two units of 3x660 MW Bara Thermal power station is another achievement for your Company.

BHEL and Alstom have been cooperating to execute 16 projects for 29 boilers of 500, 660, 700 & 800 MW representing 20 GW of clean coal capacity in addition to the Indian power generation infrastructure over the next two years.

Bokaro Unit#9

Your Company completed the Bokaro unit # 9 - an EPC project having 38.5 MW Skoda Turbine, 300 TPH Boiler and Distributed Control Systems (DCS) on turnkey basis. The project team completed the performance guarantee test in December 2014. The plant is currently in commercial operation.

MILLS

Your Company is a technology leader in the field of coal mills and has a wide range of mills to cater to the requirement of different types and grades of coal. Alstom Bowl and Beater wheel mills are widely used and accepted worldwide in the Power market.

Your Company received a breakthrough order this year for the supply of 12 units of coal mills for the 2x660MW Ultra Supercritical Karabiga project in Turkey. This is the first instance where mills shall be supplied from the Shahabad unit for a global project.

The Shahabad unit, which houses coal mills manufacturing, has been accredited with ISO 3834 certificate by TUV Nord for welding of Pulverizer Mills and Components for Power Plants. With this accreditation the unit is now certified for European market.

Your Company is a leader in the design and manufacture milling equipment for power sector.

SM Mills

SM Mill combines grinding performance of large variety of solid fuels and reliability with optimal profitability. Your Company is manufacturing SM type coal mill (based on our European design) for the first time in its Shahabad factory in India and the stack up has been completed successfully.

Beater Wheel Mills

Beater wheel mill has key design and application flexibility with a range of applications including high moisture content coal (up to 80%) brown coal, lignite and soft material. Your Company is manufacturing Beater Wheel mills at Shahabad unit for Neyveli project (2 x 500MW). The first two of the 16 beater wheel mill have already been manufactured.

GAS

With Engineering, Procurement and Construction (EPC) capabilities, your Company serves several international gas power projects worldwide. The Indian gas power market was dormant due to lack of domestic gas supply. However, building upon the expertise and experience gathered as service provider for Al Mansurya project in Iraq, your company is providing services for Engineering, Procurement and Construction for various gas-fired power station being built by Alstom worldwide.

List of projects where above services are provided either in full or part:

- Zubair power Project 320 MW in Iraq

- Al Anbar project 1650 MW in Iraq

- Al Mansurya project 728 MW in Iraq

- Riyadh PP12 steam Add on project in Saudi Arabia

- Samra phase III Add on in Jordan

- Kirikale power project in Turkey

ECS

(ENVIRONMENTAL CONTROL SYSTEMS)

Your Company achieved another milestone with successful emissions compliance test at the 1000 MW Manjung 4 power plant in Malaysia which included a state-of-the-art Mega Fabric Filter for particulate collection.

Your Company also supplied various AQCS equipment to Ultratech Cement Ltd., Aditya Line 3 project in Rajasthan which were all successfully commissioned.

Following are some key project wins by your company from the local and global market.

- Supply of Electrostatic Precipitators (ESPs) to Electricity Generating Authority of Thailand (EGAT) for their Mae-Moh Unit 14 project, which is 600 MW Coal fired power plant.

- 2x660 MW Safi IPP in Morocco: your company will supply Electrostatic Precipitators awarded by Daewoo Engineering & Construction Company Ltd., South Korea for FOB.

- Retrofit of Electrostatic Precipitators on 2x60 MW coal fired units of NSPCL Durgapur. ECS scope includes design, engineering, supply and supervision for upgrade of existing ESPs and addition of parallel ESPs in each of the boilers to guarantee an emission of 50 mg/Nm3 at stack. The order was won in consortium with NTPC Alstom Power Services Pvt Limited on an EPC basis.

- Retrofit of Electrostatic Precipitators on a 110 MW unit in Vietnam at Electricite de Vietnam, Pha Lai thermal power plant. ECS scope includes design, engineering, supply and supervision and upgrade of internals of the existing ESPs to achieve an emission guarantee of 100 mg/Nm3. The Pha Lai thermal power plant is the largest power station in the South East Asian country of Vietnam.

- Order from China Nuclear Power Engineering Co. Ltd. (CNPEC) for supply of Electrostatic Precipitators for 2x660 MW Ultra Supercritical coal fired power plants for Karabiga Thermal Power plant Project in Turkey.

NUCLEAR

Nuclear power generation capacity in India is 5780 MW. Nuclear project of 1000 MW capacity is under commissioning and various nuclear projects totalling 6000 MW are under construction. GoI has plans to increase installed nuclear base through domestic Pressurized Heavy Water Reactors (PHWR''s) program of 700 MW unit size and by importing Light Water Reactors through International nuclear program.

Alstom is actively participating in the development of domestic nuclear power program.

Alstom, in consortium with an Indian PSU, is executing Turbine Generator Package for 700 MW PHWR units of Kakrapar 3&4 and Rawatbhata Atomic Power Plant (RAPP) 7&8 projects. Alstom India is providing services such as project management, custom clearance and transportation, technical field advisory for these projects.

Several turbine components were supplied by the parent company during the FY14-15 for both the projects.

With the supply of last Low Pressure rotor at site from ALSTOM Poland and TG controller from ALSTOM France, the delivery of all major components for Kakrapar 3&4 project is completed.

Most of the components for Unit 7 of RAPP such as HP rotor, LP rotor, Diaphragms are being delivered at site.

PAC (POWER AUTOMATION AND CONTROLS)

Your Company''s Power Automation and Control unit has successfully executed projects involving Alspa Controcare for rotating equipment for Fujahara (UAE), CESC & Burla (Odisha, India) projects. It is currently executing two large Distributed Control Systems involving ALSPA Controplant for NTPC Solapur (2X660MW) and NTPC Mouda II (2X660MW) thermal power stations with full instrumentation packages.

The unit is focused on delivering operational excellence through PEQ process, delivering technology solutions and achieving customer satisfaction.

THERMAL SERVICES

Your Company''s full-fledged service organisation has offerings & experience to support customer needs throughout the lifecycle of the power plant. Alstom provides range of services catering to installed power plant fleet in India, supplied either by your Company or by other manufacturers. In line with Gol initiative of ''Make in India'', your company has localised services to suit Indian market as well as cater to global market. Your Company has a dedicated workshop at Vadodara that supports various repairs & rehabilitations of steam turbines, generator rewinds & repairs.

Alstom is executing service projects to extend equipment life, improve power plant efficiency, reduce particulate emission levels from coal based thermal power stations. Your Company will perform full shaftline retrofits of the 200 MW LMZ design steam turbines at unit A of Ukai power station and unit 3 of Wanakbori power station for Gujarat State Electricity Corporation Limited (GSECL). The retrofits will boost turbine efficiency by cutting down coal consumption and carbon dioxide emission.

There are more than 50 similar, LMZ design 200/210-MW steam turbine units in India that can benefit from modernisation. Such projects are expected to play a pivotal role in India achieving its goal under the National Mission on Enhanced Energy Efficiency and your Company is well placed to leverage its technologically advanced solutions and global experience in Indian market.

Here are some of the key service projects won by service group in FY 14-15:

- GSECL-Ukai & Wanakbori- R&M of 200/210MW Steam Turbine for life extension & efficiency improvement

- NTPC-Talcher & GSECL-Ukai - ESP Retrofit

- NTPC Gandhar - GT Rotor Reconditioning

- MSPGCL-Bhusawal-ESP restoration work

- Tata-Jamshedpur- 3 years AMC of 19 nos. ESP''s

- IFFCO-Phulpur-Boiler-Pressure parts modification

- EGAT-Thailand-Mae Moh Power Plant Boiler firing system modification

- NTPC-Korba-Cuproplex cleaning of generator stator bars

- APGENCO - Vijayawada - Steam turbine rotor repairs

- TANGEDCO-Mettur-Steam turbine rotor repairs

- CLP-Jhajjar, JSW-Bellary, Lanco Kondapalli - Overhauling & repair of Chinese supplied equipment

HYDRO POWER

Hydropower is the most important source of renewable energy in the world. Only one third of the potential and economically feasible global hydropower capacity has so far been tapped.

In hydropower, -0.7 GW was ordered for FYlA-15 in India. Market has showed a low as many opportunities are stuck due to delay in clearances, relocation and rehabilitation issues. Going forward, we expect this market to revive slowly in next few years.

Your Company won order to equip 3 x 60 MW Bajoili Holi hydro power plant, located in Himachal Pradesh. Your company will supply and install the complete electro mechanical equipment.

Your Company also won order for 48 MW Lower Kalnai Hydro Electric project, located in Jammu & Kashmir, from Coastal Projects Ltd. This contract is to supply two units of 24 MW Francis turbine with complete scope of product, BOP, erection and commissioning. In addition to above Alstom India won the contract from Electricity of Vietnam (EVN) for the extension project of the Thac Mo 75 MW hydropower plant in Vietnam. The scope of the contract included design, manufacturing, testing, supply, erection and commissioning of electro-mechanical equipment consisting of one vertical Francis turbine of 75 MW, generator, control systems and electrical balance-of-plant equipment.

The hydro team at Vadodara successfully synchronized both units of 77.66 MW each for the llarionas project located in Greece in January 2014. The project is fully commissioned and in operation on full load since May 2014.

These milestones showcase your Company''s technological leadership in the hydro sector and reaffirm the confidence that the customers have in its ability to deliver world class products and solutions in different regions and geographies.

TECHNOLOGY

Technology is a vital part of your company''s success. Through continuous innovation and development of its technology & products, Alstom improves its competitiveness and customer value along the lines of its "Clean Power, Clear Solutions".

Your company develops efficient, robust and reliable technology to sustain its technological leadership in Indian power sector. Following are some of the key technological offerings of your company:

ALSPA CARE (Monitoring & Diagnostics)

Your company''s ALSPA®CARE Vibration Monitoring & Diagnostic System is an advanced on-line condition monitoring system specifically designed for rotating machinery. It comprises of two components:

Alspa® Care Sentry system is a high performance sensor conditioning and monitoring system which provides a universal platform for the interfacing of various sensor types to meet the demanding applications of rotating machine protection.

ALSPA® CARE SV is an advanced on-line condition monitoring and diagnostic system which collects, stores and displays all relevant data of rotating machine through advanced diagnostic tool parameters and integrates data from disparate sources into a common platform, thus providing plant owners a comprehensive machinery monitoring and diagnostics platform. It monitors the machine dynamic behaviour through the measurement of various parameters like vibration, speed, expansion and temperature.

The benefit is that these systems besides protecting the machine also provides enough information regarding the machine''s condition enabling the user to intervene well before a costly breakdown shuts their plant completely and schedule maintenance program according to the needs of the plant.

Concentrated Solar Power (CSP) with Thermal Storage

Solar thermal or Concentrated Solar Power (CSP), is becoming a key aspect of renewable energy mix globally. CSP Plant uses mirrors that concentrate solar rays to heat a fluid in solar receiver, which then directly (through direct steam injection) or indirectly (via molten salts heat exchangers) runs a turbine and produces electricity. Alstom''s state-of-the-art power blocks can be used for any of the CSP technologies - Tower or Parabolic Trough. All CSP plants with thermal storage (using molten salts) can store thermal energy and thus allow smooth electricity production by eliminating short-term variations that other solar technologies exhibit during operation. Also CSP with thermal energy storage helps to shift the energy production into subsequent hours overnight when sun is not shining. These solar plants can ramp up within 30-45 minutes. It is a technology which is optimised for efficient and flexible power production.

OPERATIONAL

EXCELLENCE

With "Dedicated to Excellence" (d2e) programme your Company wants to be recognised by its customers for its operational excellence. Alstom aims to seek operational excellence by delivering best to its customers and ensure their satisfaction all along the value chain.

* Alstom''s Integrated Steam Platform development (ISP) with Ultra Supercritical Steam (USC) Parameters

Your Company launched Integrated Steam Platforms with ultra supercritical steam parameters to offer high efficiency & solutions to the customer for 660 & 800 MW segments. These ISPs will enable Alstom to respond to customers request in quick time with competitive cost and shorter lead time technology solutions. These ISPs is highly optimised and integrated systems are built upon Alstom''s extensive global experience across varied range of fuels and

EFFORTS TO GAIN & RETAIN CUSTOMERS

Alstom with localisation of >60% for Thermal and >80% for Renewable power has strong customer base in the country. During FY14-15 constant efforts were made by your Company with a focus of showcasing Alstom''s ''Make in India'' initiatives to connect with customers and technological leaders.

scope and employ best global technology features for reliable and safe power generation. Below mentioned are few key benefits of the USC Integrated Steam Platforms

- Pre-engineered power plant

- State of the art in house technology for all main components

- Optimised systems integration

- Maximum overall efficiency

- Platform development approach for fuel flexibility

- Flexibility to address specific customer requirement through customisation

- Shortest overall project schedule

- Complete life cycle management

- ProM0 4 Generation

Your company has successfully completed the first installation of 4th generation Process Monitoring (ProMo 4) software for Electrostatic Precipitator (ESP) at unit 1 & 2 in Alumina Refinery, NALCO Damanjodi, India

ProMo 4 is a user friendly Human Machine Interface application for Electrostatic Precipitators and Fabric filters. The ProMo systems contain advanced feature of monitoring status of complete equipment, abnormal conditions and external signals (Opacity, Boiler Load) and Diagnoses history, trends, reports with remote support from Alstom expert.

Along with several new features and a user-friendly interface, the new ProMo 4 is developed to deliver significant benefits on cost and lead time reduction.

- ET Power Focus Summit held on 09 January 2015 at New Delhi witnessed presence of industry''s key players, influences, decision makers and stakeholders. There was a exchange of ideas & strategies with a view to revive country''s power sector. Theme of the overall event was "energising the power economy - ideas, incentives and strategies".

* Vibrant Gujarat summit a

common platform for global business leaders held at Gandhinagar from 11th - 13th January 2015. Your company with its large and significant presence in the state of Gujarat marked its presence as one of the key players in this grand summit.

- Conference on "Is Indian Power Sector ready for Ultra Supercritical power plants-" on 18th December 2014. Most of the new plants coming across the country are supercritical plants. This calls for an evaluation of competencies of the equipment and manpower to develop ultra-supercritical power plants.

SUMMARY

Your Company''s key priorities are to deliver operational excellence, deliver advanced technology solutions and to achieve customer satisfaction. It has strong focus on increasing localisation of high technology products and solutions. Alstom is continuously striving to provide competitive and reliable quality solutions for Indian market.

CORPORATE

RESTRUCTURING

Slump Sale of Auxiliary Components Undertaking (Air Preheaters and Industrial Mills Business) of the Company to OAK Energy India Private Limited

The Board of Directors of the Company at its meeting held on 05 June 2014, subject to the approval of the Members of the Company by way of a special resolution and subject to other necessary approvals, consents and conditions, approved the sale and transfer of the Auxiliary Components Undertaking (Air Preheaters and Industrial Mills Business) of the Company as a going concern on a ''slump sale'' basis (as defined under Section 2(42C) of the Income-tax Act, 1961) for a lump sum consideration, without values being assigned to individual assets and liabilities to OAK Energy India Private Limited ("OEIPL"), for a total consideration of ''513 million (Rupees Five Hundred Thirteen Million only) in cash, as enterprise value, subject to such adjustment for change in net asset value (excluding cash and debt) and on such terms and conditions as may be required in this regard.

The members of the Company had approved the sale of Auxiliary Components Undertaking (Air Preheaters and Industrial Mills Business) of the Company to OEIPL by passing a special resolution through postal ballot on 21 July 2014. Pursuant to and in consonance with the terms and conditions of the Agreement to sell business dated 28 August 2014, the sale and transfer of the Auxiliary Components Undertaking (Air Preheaters and Industrial Mills Business) of the Company to OEIPL as a going concern on a slump sale basis was completed on 01 September 2014.

DIRECTORS

The Board of Directors, in compliance with the second proviso of Section 149(1) of the Companies Act, 2013, Clause 49 of the Listing Agreement and upon recommendation of Nomination and Remuneration Committee, appointed Ms. Carole Roselyne Marcelle Le Couedic as an Additional Director (Woman Director) with effect from 24 January 2015. She shall hold office up to the date of the forthcoming Annual General Meeting and is eligible for appointment as a Director, liable to retire by rotation. The Company has received a notice in writing from a member proposing her candidature for the office of Director.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rathindra Nath Basu, Non-Executive Chairman of the Company shall retire by rotation and is eligible for re-appointment.

Your Board recommends their appointment / re-appointment.

Mr. Subhashchandra Manilal Momaya, Non-Executive Director of the Company resigned from the Board with effect from 24 January 2015. The Board places on record its appreciation for the valuable contributions made by him during his tenure.

All Independent Directors (Dr. Uddesh Kumar Kohli, Mr. Arun Kannan Thiagarajan and Mr. Vasudevan Kotivenkatesan) have declared that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

BOARD MEETINGS

The Board meets at regular intervals to discuss on Company/business policy, strategy and financial results apart from other Board businesses. The Board/ Committee Meetings are pre-scheduled and a tentative quarterly/half yearly calendar of the Board and Committee Meetings is discussed and finalised by the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. The Board met 6 (six) times in the FY14-15 viz. 25 April 2014, 05 June 2014, 25 July 2014, 31 October

2014, 23 January 2015 and 27 March

2015. The maximum interval between any two Board Meetings did not exceed 120 (one hundred and twenty) days.

AUDIT COMMITTEE

Company has an Audit Committee of the Board of Directors in place. The Terms of Reference of the Audit Committee are in line with Section 177 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement. Detailed information pertaining to Audit Committee has been provided in the Corporate Governance Report, which forms part of this Annual Report. There were no recommendations made by Audit Committee which were not accepted by the Board.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Non - Executive Non Independent Directors and the Executive Directors of the Company were evaluated by the Independent Directors of the Company in a separate meeting of Independent Directors.

The formal annual evaluation of the Board as a whole, Chairman of the Company, Committees of the Board namely Audit Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Nomination and Remuneration Committee and all the Directors were undertaken in a Board Meeting. More details of the same are provided in the Corporate Governance Report which forms part of this Annual Report.

NOMINATION AND

REMUNERATION

POLICY

The Company has in place a Nomination and Remuneration Policy to ensure that the Board and top management is appropriately constituted to meet its fiduciary obligations to stakeholders, to identify persons who are qualified to become Directors or who may be appointed in senior management as/or Key Managerial Personnel of the Company. This policy lays down the guidelines relating to remuneration for Executive Directors / Non-Executive Directors / Key Managerial Personnel / Senior Management. The Nomination and Remuneration Policy is annexed as Annexure ''A'' to this Report.

AUDITORS AND AUDIT REPORT

STATUTORY AUDITORS

The Statutory Auditors of the Company, M/s. S. N. Dhawan & Co., Chartered Accountants (Firm Registration Number - 000050N), were appointed at the 22nd Annual General Meeting of the Company to hold office for a term of 4 (four) years till the conclusion of the 26th Annual General Meeting of the Company subject to ratification by Members at every Annual General Meeting. The Company has received a letter from M/s. S. N. Dhawan & Co., Chartered Accountants, regarding their eligibility to continue as Statutory Auditors of the Company. In compliance with Section 139 of the Companies Act, 2013, the Board of Directors recommends ratification of the appointment of M/s. S. N. Dhawan & Co., Chartered Accountants as Statutory Auditors of the Company.

The Auditors'' Report on financial statements forming part of this Annual Report is self-explanatory and do not call for any further comments.

COST AUDITORS

Pursuant to Section 148 of the

Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the cost audit records maintained by the Company in respect of electrical equipments manufactured by the Company including construction of industrial and non-industrial plants, structures etc. are required to be audited by a Cost Auditor. Your directors, on the recommendation of the Audit Committee, appointed M/s. Shome & Banerjee, Cost Accountants as Cost Auditors of the Company for the FY 15-16 on a remuneration of Rs.3,00,000/- (Rupees Three Lacs only) plus applicable taxes and reimbursement of out of pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members of the Company in the general meeting for ratification. Accordingly the Board of Directors of the Company seek Members'' ratification for the remuneration payable to M/s Shome & Banerjee, Cost Accountants for the FY15-16, at the ensuing Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s Hemant Singh & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed as Annexure ''B'' to this Report.

The Secretarial Audit Report as annexed is self-explanatory and do not call for any further comments.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company is committed to Corporate Practices based on the principle of transparency, accountability, fairness and integrity to create long term sustainable value for its stakeholders. The Company has in place an Alert Procedure (Vigil Mechanism/ Whistle Blower Policy) which lays down the principles and standards that should govern the actions of the Alstom Group and its employees. The Alert Procedure of the Company can be accessed by using the following link:

http://www.alstom.com/countries/indi

a/investor-relations/alstom-india-limit

ed/corporate-governance/

Your directors state that:

I. in the preparation of the annual financial statements for the year ended 31 March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

II. that such accounting policies have been selected and applied consistently and made such judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2015 and of the profit of the Company for the year ended on that date;

III. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. that the annual financial statements have been prepared on a going concern basis;

V. that internal financial controls have been laid down and followed by the Company and that such internal financial controls are adequate and were operating effectively; and

VI. that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SUBSIDIARY COMPANIES

Your Company has following 2 (two) wholly owned subsidiaries in India:

a. ALSTOM Power Boilers Services Limited; and

b. ALSTOM Boilers India Limited

There has been no change in the number of subsidiaries or in the nature of business of subsidiaries, during the year under review. None of the above two subsidiaries is a material non-listed Indian subsidiary since their turnover or net worth (i.e. paid up capital and free reserves) does not exceed 20% of the consolidated turnover or net worth respectively, of the Company and its subsidiaries in the immediately preceding financial year.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and applicable Clauses of Listing Agreements with the Stock Exchanges, the Company has prepared Consolidated Financial Statements as per the Accounting Standards on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors'' Report thereon forms part of this Annual Report.

A statement containing salient features of the financial statements of the wholly-owned subsidiary companies as required to be given in form AOC-1 has been provided as Note no. 43 of the notes to Consolidated Financial Statements which form part of this Annual Report. Further, as per the fourth proviso of Section 136(1) of Companies Act 2013, audited financial statements of each of the subsidiary company have also been placed on the website of the Company www.alstom.com/India. Shareholders interested in obtaining a copy of separate audited financial statements in respect of each of the subsidiary of the Company may write to the Company Secretary of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis is presented in a separate section, which forms part of this Annual Report.

CORPORATE GOVERNANCE

Your Company has fully complied with the requirements of Clause 49 of the Listing Agreement entered into by the Company with the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). A report on Corporate Governance, along with a certificate of compliance from the Statutory Auditors, forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans covered under Section 186 of the Companies Act, 2013 have been provided in Note no. 20 of the notes to Financial Statements which form part of this Annual Report. The Company has not given any guarantee or made any investment during FY14-15.

RELATED PARTY TRANSACTIONS

During the FY14-15, Related Party Transactions as defined under Section 188 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement entered into by the Company with the Stock Exchanges were at arm''s length and in ordinary course of business. The Company has in place a Related Party Transactions Policy, which can be accessed by using the following link viz. http://www.alstom.com/countries/indi a/investor-relations/alstom-india-limit ed/corporate-governance/ During the period under review, the Company did not enter into any related party transaction which could be considered material in terms of the Related Party Transactions Policy of the Company and Clause 49 of the Listing Agreement. Omnibus approval for related party transactions (at arm''s length and in ordinary course of business) which were foreseen and repetitive in nature was obtained from the Audit Committee from time to time. The disclosures pertaining to transactions with Related Parties have been provided in the accompanying financial statements.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is annexed as Annexure ''C'' to this Report.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Board of Directors of your Company is satisfied with the Internal Finance Control process. Internal control environment of the Company is reliable with well documented framework to mitigate risks. A detailed analysis is provided in the Management Discussion and Analysis Report.

EXTRACTS OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed as Annexure ''D'' to this Report.

PARTICULARS OF EMPLOYEES

The information as required pursuant to Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as Annexure ''E'' to this Report.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors of your Company has laid down a Risk Management Policy for the Company. It identifies elements of risks inherent to the business pertaining to tender & contract execution, operational and financial, environment, health and safety, reputation and image, currency fluctuation, compliance, etc. It also contains a control matrix in respect of sources and consequences of above risks and control measures to help manage them. Every unit and function is required to deploy the control measures and ensure timely reporting.

In the opinion of the Board, none of the above mentioned risks threaten the existence of the Company.

DEPOSITS

The Company has not accepted any public deposits and as such, no amount of principal or interest on public deposits was outstanding during the year under review.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made thereunder, your Company has constituted Internal Complaints Committees (ICC). During the FY14-15, one case was reported to ICC which was duly addressed, resolved and disposed of in accordance with the ''Policy on Prevention of Sexual Harassment of Women at Alstom'' and the Act.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed against the Company by the regulators or courts or tribunals during FY14-15 impacting the going concern status and Company''s operations in future.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

For your company, CSR is first and foremost an attitude of responsibility towards society, in the broadest meaning of the word. This is about people, our employees, all our stakeholders, and it includes the environment in which we live and operate. Believing that technology and new business models contribute to solving social and environmental issues, your Company''s CSR activities, reflect its philosophy of helping to build a better, more sustainable society by taking into account the societal needs of the community.

Village adoption programme at Shahabad

Your company at its Shahabad factory has started a village adoption project for approximately 3,000 villagers in and around the factory under a comprehensive community programme providing them with improved water and sanitation, health and medical amenities as well as running a livelihood programme.

Employees of the Shahabad factory have also been supporting a nearby school called Basava Samiti since 1933, which caters to underprivileged children from economically weaker sections of Shahabad and surrounding villages. Recently, the school has also been brought under the village adoption programme where more than 750 children will benefit from improved sanitation, water provision, renovated classrooms and flooring among other facilities.

Prime Minister''s National Relief Fund

Apart from active volunteerism, your company also lent its support to the northern state of Jammu & Kashmir witnessed its worst ever floods in 60 years. Your Company responded to the need of the hour by donating Rs.5 million to Prime Minister''s National Relief Fund to provide relief to the flood affected victims.

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Company constituted a Corporate Social Responsibility Committee (CSRC) on 25 April 2014. The details about the composition of CSRC, development and initiatives taken by the Company on CSR is annexed as Annexure ''F'' to this Report.

The Corporate Social Responsibility Policy of the Company can be accessed at the website of the Company at http://www.alstom.com/countries/indi a/investor-relations/alstom-india-limit ed/corporate-governance/

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to thank all its shareholders, valued customers, banks, Government and statutory authorities, investors and stock exchanges for their continued support to the Company. Your Directors wish to place on record their deep sense of appreciation for the committed services by your Company''s employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders and the Promoters of the Company.

For and on behalf of the Board of Directors

Place: Noida Rathindra Nath Basu Patrick Ledermann Date: 29 April 2015 Chairman & Non-Executive Vice-Chairman & Director Managing Director (DIN 01192973) (DIN 05219344)


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 22nd Annual Report of the Company and the Audited Accounts for the year ended 31 March 2014.

Financial HIGHLIGHTS

(Rupees millions)

Particulars For the year ended For the year ended 31 March 2014 31 March 2013

Profits before Extraordinary items, 2,680.5 3,394.7

Tax, Interest and Depreciation Less: Interest/Finance Cost 39.6 24.9

Less: Depreciation 610.8 550.8

Profit before Tax 2,030.1 2,819.0

Less: Provision for Taxation - Current Tax (1,124.0) (939.3)

- Deferred Tax 231.4 (42.4)

Profit after Tax 2,306.5 1837.3

Balance brought forward from 4,948.3 4076.1 previous year

Adjustment on account of Nil Nil amalgamation and treatment of derivatives

Profit available for Appropriation 7,254.8 5,913.4

Appropriations

a) Transferred to General Reserve (230.7) (183.7)

b) Proposed Dividend (941.2) (672.3)

c) Corporate Dividend Tax (Net) (165.0) (109.1)

d) Dividend paid to erstwhile Nil Nil ALSTOM Holdings (India) Limited, eliminated on account of amalgamation

Balance Carried forward to Balance 5,917.9 4,948.3 Sheet

DIVIDEND

The Directors are pleased to recommend a dividend of Rs. 14/- per equity share (i.e. 140%) of the face value of Rs.10/- each, which includes a special one- time dividend of Rs. 4/- per share on account of sale of Transport Business, for the year ended 31 March 2014 [previous year dividend - Rs. 10/- per share (i.e. 100%)].

OPeratiOn

the year in review: successful breakthroughs and achievements

The market for power generation equipment was modest during the year

2013-14. The last financial year turned out to be the weakest year in terms of order of new power plants in almost a decade. While the frst two quarters of the financial year for new power plants was lean, in the last two quarters, your Company booked a few orders, mostly from government-owned utilities.

In the thermal power sector, the market was marred by non-availability of coal as well as natural gas. Domestic coal production remained fat during the year and resulted in high imports at major commercial ports to meet the requirements of the power sector.

In the renewable power sector, the rate of addition of hydropower has been extremely low. The issues included land acquisition, environmental and forest clearances, access to the sites (mainly in North East), resettlement and rehabilitation issues and occasional law and order problems. However, with stability in Nepal and agreement on a new project development structure in Bhutan, opportunities for future development of hydropower are expected in the South Asia region.

During the year under review, the total power projects ordered in India was ~14gW out of which your Company participated in 8GW. This includes the electro mechanical package for the largest private hydropower project in India (Ratle) and supply of components for supercritical boilers to Suratgarh, Darlipalli, North karanpura and Banharpali projects.

Though Financial year 2013-14 (Fy13- 14) was challenging for the power industry, your Company has made some successful breakthroughs: It won the frst full scope turnkey limestone based Wet Flue gas Desulfurization (WFgD) project in India, the frst major hydropower project won in georgia and the frst runner repair order of Chhukha in Bhutan.

Your Company''s strategy for expansion in the Indian power sector is centered on three pillars:

Growth: Expansion in new products, markets and technologies.

Technology: Bringing the best available power generation technology to India that addresses the nation''s current power challenges and harnesses all the nation''s available energy resources.

Operational Excellence: Delivering and executing projects to the highest standards resulting in complete customer satisfaction.

GROWTH

Thermal Power: Harnessing supercritical technology for india''s power sector

Your Company as a market leader with over 100 years of experience, is well positioned to offer its new and innovative power generation solutions for the rapidly evolving energy market in India. Supercritical technology is the best available solution for India''s coal-fred generation market and your Company is a leader in this segment. Alstom supercritical technology not only improves effciency but also substantially reduces all emissions.

With a total Steam market of 9.7GW in India, supercritical technology represents about 8.2gW. With superior and innovative supercritical power plant solutions, your Company is part of 6.2GW of these orders. Alstom is a global leader in supercritical technology and with its integrated boiler turbine generator package it looks forward to securing more orders in this segment.

Alstom has a license agreement with BHEL for supply of supercritical boiler technology in India. During the year, your Company received orders from BHEL to supply equipment for the following key supercritical boiler projects.

North Karanpura, 3x660MW for NTPC Limited:

Your Company will supply supercritical boiler components for North karanpura Super Thermal Power Project (STPP) located in jharkhand, India for power generation with more effciency and less environmental impact.

Darlipalli, 2x800MW for NTPC Limited:

Your Company will provide superior and innovative supercritical power plant solutions for the key project Darlipalli in Sundergarh.

Banharpali 2x660MW for Odisha Power Generation Corporation Limited:

Under the scope of the project your Company will co-operate with BHEL in designing the boilers and supply identified pressure parts of the 660MW supercritical boilers, along with windboxes for Banharpalli Super Thermal Power Project (STPP) located in jharsaguda, Odisha.

Suratgarh, 2x660MW for Rajasthan Rajya Vidyut Utpadan Nigam Limited:

Your Company will supply components and services for the Suratgarh Super Thermal Power Project (STPP), located in Suratgarh, Rajasthan.

Thanks to strong presence in the power market during the Fy13-14, your

Company received many frst of its kind projects.

Vindhyachal Super Thermal Power Plant, 1x500MW for NTPC Limited:

Your Company''s frst full scope turnkey limestone based Wet Flue gas Desulfurization (WFgD) project for NTPC''s Vindhyachal super thermal power plant is located in Madhya Pradesh. Your Company will provide design, engineering, manufacturing, testing, civil works, erection and commissioning of the wet limestone based FgD system for the pulverized coal-fred boiler unit on a full turnkey basis.

Neyveli New Thermal Power Project (NNTPP), 2x500MW for Neyveli Lignite Corporation Limited:

Your Company will work with BHEL in designing, engineering and supplying two tower boilers, the complete lignite milling and fring equipment, and critical components. It will be engineered and manufactured in Alstom''s world class facilities in Stuttgart (Germany) and in Durgapur and Shahabad (India).

Mills

Your Company successfully completed the dispatch of seven coal mills for the 1x1000MW Tanjung Bin project in Malaysia.

Gas

With large energy Engineering, Procurement and Construction (EPC) capabilities, your Company serves several international gas-fred generation projects in the Middle-East region.

Continuing the success of Al Mansurya in Iraq as key service provider, your Company will participate in major contracts won by Alstom Middle East FZE and Alstom Switzerland Ltd., in the Middle-East region for the gas power market. Alstom India will be providing the EPC and design solutions to Zubair gas-fred power station and Al-Anbar gas-fred combined-cycle power plant in Fy14-15. Both these new orders are being executed with the Indian operations as the service provider.

Renewable Power

Cleaner Power generation

In renewable power, 1.5gW was ordered in Fy13-14. Of this, your Company bagged the largest hydro project (850MW) ordered by any private company in India. Following are some key projects won by your Company in the hydropower segment:

Ratle Hydropower Plant

Alstom has been awarded the Ratle hydropower plant (850MW) by gVk Power and Infrastructure Ltd. The contract includes the supply of four Francis turbines of 205MW each, and one Francis turbine of 30MW.

Shuakhevi in Georgia

Your Company has been awarded 2x 89.3MW Shuakhevi hydropower plant located in Georgia. Alstom is proud to be associated with one of the largest foreign direct investment projects in Georgia and will use its technological expertise in reducing the region''s carbon footprint through renewable power generation.

Pelton Runners for Chhukha Hydropower Plant

Your Company will supply 4 forge- fabricated Pelton runners for Chhukha Hydropower plant of Druk green Power Corporation in Bhutan. Runner will be manufactured in the Vadodara hydro manufacturing unit. This contract is the frst step to strengthen our presence in the hydropower segment in Bhutan.

Excellence in Project Execution

In today''s competitive business scenario, differentiation through operational excellence is one of the best ways to gain and retain customer confdence.

Your Company successfully

Commissioned the 110MW Chuzachen project in Sikkim for gATI Infrastructure Private Limited and 240MW uri II project in jammu & kashmir for NHPC. Your Company achieved successful spinning of all four units of NHPC''s uri- II hydro-electric project (HEP) in record time. Another milestone was when NHPC, key customer of your Company was bestowed with the gold shield under National Award for meritorious performance in power sector for Chamera III HEP. The award was given on the basis of evaluation carried out by Central Electricity Authority (CEA).

Technology

Alstom focuses on developing and providing innovative technologies to reduce the impact of Thermal Power projects on the environment with the help of its high effciency solutions and air quality control systems.

Your Company''s latest third generation Wet Flue gas Desulphurisation(WFgD) technology achieves near zero pollutant emissions.

WFGD offers following Customer Benefits

WFGD is a proven technology and best in class performance with high reliability.

Guarantees >99% removal of SO2, even with high sulphur coal.

The parasitic load is only 1 - 3% of total power output and excellent accessibility reduces maintenance costs.

The frst implementation of this technology will feature in NTPC''s 500MW Vindhyachal Super Thermal Power Plant in Madhya Pradesh.

Combustion Technology

Alstom has played a pioneering role in the development of the power sector in India over several decades. Most of the boilers currently operating in the country are based on technology contribution from Alstom. With a focus on clean coal technologies in the country, Alstom is once again in the forefront with nearly 45% of the all new supercritical boiler orders based on Alstom technology.

In addition, in order to address the fuel challenge faced by the country, Alstom has brought in new technology; Lignite boilers of a size that''s being done for the frst time in the country. India has vast reserves of lignite and infusion of cost effective technology can help harness the energy potential of lignite. This tower type boiler technology is being adopted for 2x500MW power station of Neyveli Lignite Corporation.

EPOQ - electrostatic Precipitator optimisation software for high resistivity fy ash for EPIC III

Alstom process experience in particulate control has provided the unique know- how to develop the Electrostatic Precipitator (ESP) optimising of charge (EPOQ) process expert software. The software is a self-adapting control algorithm, which minimises emissions and optimises power consumption in the case of high resistivity fy ash. The software will feature in Electrostatic Precipitators Retroft project,

5x120MW at Nalco.

EPIC III with EPOQTM has following Benefits for your Company''s customer:

Reduces particulate emissions.

Reduces overall ESP power consumption.

Easy interface with distributed control system and remote diagnostics.

Beater wheel Mills

Beater mills (Power Mills) are a unique type of pulverising equipment which carries out multi-functions such as crushing, drying, shifting and transportation of coal all at the same time. Due to its capability to grind high moisture lignite coal, your Company received the order to supply 16 Beater Wheel Mills for the 2x500MW Neyveli Power Plant. It will be the frst time that the static components of Beater Wheel mill will be manufactured at Alstom''s Shahabad manufacturing facility.

Power automation and control (Pac)

With the set-up of your Company''s frst state-of-the-art facility for Power Automation and Controls, Alstom intensifed its capability and capacity to deliver advanced global solutions locally.

The facility started delivering its frst set of projects from the third quarter of the financial year 2013-14. These are:

Design, assembly, testing and delivery of excitation systems for hydro projects: Hulu Teranganu (Malaysia), Dikchu (Sikkim) and khatima (uttarakhand).

Delivery of excitation system for the Dhauliganga (uttarakhand) hydro-electric power restoration project in a record time of four months.

The key products and technologies managed by PAC include:

Distributed control systems (Dcs)

Alstom''s business unit is engaged in providing cutting edge technology in the area of Distributed Control Systems (DCS). The Control Systems business of PAC involves engineering, assembly, testing and commissioning of DCS and Turbine Control System. The system automates the operations of the entire plant along with its tens of thousands of components with clockwork precision along with the safety of critical control loop.

PAC India has successfully executed projects involving the Alspa Controplant DCS Systems for the Al Mansurya (728MW based on gas Turbine- gT13E2) at Iraq and is currently executing two large DCS Systems for NTPC Solapur (2x660MW) and NTPC Mouda (2x660MW) with full instrumentation packages.

PAC India also hosts a ''Large Thermal DCS Reference Platform'' at the Noida facility. This is a one-of-its-kind platform deployed by PAC in order to test and enhance the robustness of its Control Systems platforms.

Vibration Monitoring System (VMS)

your Company augmented the existing PAC business by signing a strategic alliance with a technology partner in the uk for Vibration Monitoring Systems. This technology unlocks significant value for power plant operators by monitoring of critical equipment including the main turbines and Balance of Plant equipment like Pumps, Compressors, Fans and Motors.

PAC now assembles the vibration monitoring products at Noida facility and provides fully engineered solutions to global customers. The solution has made good initial progress and several key projects are currently under execution.

Servicing the Installed Base

Alstom has the experience and offering to support customers'' needs throughout the lifecycle of the power plant by having a full-fedged service organisation known as Thermal Services. Your Company is a full and dedicated services provider for the entire power plant and focuses on servicing power plants supplied by your Company and other manufacturer''s installed feet in India as well. your Company has a dedicated workshop at Vadodara to cater to steam turbine repairs, rehabilitations, generator rewinds and repairs.

Alstom has been able to localise offerings to suit the Indian market and has also been supplying to other countries from India.

Your Company is executing Electrostatic Precipitators Retroft project to reduce emissions for the 5x120MW plant at Nalco, Angul. Your Company has installed advanced control system for emission reduction at NTPC Ramagundam, NTPC Dadri, and Punjab State Power Corporation Limited Ropar and has also executed

ESP Restoration work for Aravali Power Ltd., jhajjar. your Company is executing Steam Turbine Control System upgrade Project at NTPC Rihand for 500MW stage I units.

Here are some of the new key service projects in Fy13-14:

Tamil Nadu Cement Corporation : ESP upgrades.

ANTA NTPC: Generator rotor repair.

Rihand NTPC: Grinding Rings, Boiler.

Torrent Power Sabarmati (Boiler)

TATA Power Trombay Superheater Header.

OPERATIONAL EXELLENCE IS THE BEST WAY TO GAIN AND RETAIN CUSTOMER CONFIDENCE

OPERATIONAL EXCELLENCE

Striving to deliver the best quality to its customers, your Company continues to strengthen measures to achieve greater operational excellence through five key pillars: Quality, Lead Time Reduction, Cost Competitiveness, Standardisation and Modularisation and EHS.

"A single solution for a range of coal"

The 660MW supercritical segment in India is highly competitive. So, your Company developed a simplifed, standardised approach to achieve significant cost and lead time reduction. The platform has inbuilt degrees of freedom for the project specific customisations without changing the boiler design. 2x660MW Mouda for NTPC is the project that validates this platform concept.

RP600 Power block solution

With the objective of optimising cost and schedule, your Company has developed a pre-engineered Power Block solution (Turbine Hall, Boiler,

ESP and DCS) of 660MW Supercritical plant with domestic and blended coal. The reference plant has achieved its successful completion meeting its target in terms of Bill of Quantities (BOQ) reduction in structural steel and piping, civil cost reduction and reduction in engineering time and overall project execution schedule.

Closer Ties With Stakeholders

In a rapidly changing market, your Company stays close to customers to grow in new markets and anticipate the needs of existing customers. This helps your Company to offer qualitative, cost- effective solutions to its customers. During Fy13-14 constant efforts were made by your Company for enhanced engagement and connect with India''s technological opinion leaders and customers.

Powergen: Alstom marked a strong presence in the twelfth edition of Powergen India and Central Asia staged in Mumbai from 06 May to 08 May 2013 under the theme of "Indian Power - Time to deliver". your Company showcased its cutting edge offerings and solutions across the conventional as well as renewable sources of power. Alstom presented seven technical papers on varied topics. Customers also got an opportunity to interact with Alstom''s global experts on technological advances made by Alstom in rapidly emerging Renewable Power sector and the Supercritical Thermal Power Sector.

Environment Control System (ECS) Customer Meets were held on 07 May and 10 May 2013 at Mumbai and New Delhi respectively to reach out to majority of the customers. These events witnessed participation from various technical experts from prominent customers such as Tata Power, NTPC, jSW etc. This initiative effectively positioned your Company as an industry leader. Alstom''s ECS team has all the technological solutions to build clean power in India.

India Nuclear Energy, was held during 28 November to 30 November 2013 in Mumbai, India. Alstom''s nuclear experts participated in this conference to update the major customers on the latest development in Alstom''s best in class Nuclear Turbine Island Technology.

SUMMARY

Your Company''s key priorities are to deliver operational excellence, deliver advanced technology solutions and to achieve customer satisfaction. Alstom is continuously striving to provide competitive and reliable quality solutions to the Indian market. It has strong focus on increasing localisation of high technology products and solutions Alstom India is currently developing equipment manufacturing platforms for 660MW and 800MW supercritical units to optimise costs and reduce delivery lead times.

Alstom is also focusing on developing and providing innovative technologies to reduce the impact of thermal power plants on the environment with its high effciency solutions and air quality control systems. Your Company ensures that its customer is served in the best possible way.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the applicable Clauses of Listing Agreements with the Stock Exchanges, the Company has prepared Consolidated Financial Statements as per the Accounting Standard on Consolidated Financial Statements (AS 21) issued by the

Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors'' Report thereon have been annexed to this Annual Report.

CORPORATE GOVERNANCE

Your Company has fully complied with the requirements and disclosures that have to be made under the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) (the "Stock Exchanges"). As a listed company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on Corporate governance, along with a certificate of compliance from the Statutory Auditors, forms part of this Annual Report. The Vice-Chairman & Managing Directors'' declaration regarding compliance with ''ALSTOM India Limited Code of Conduct for Board Members and Senior Management'' is attached to the Corporate Governance Report.

Management Discussion and Analysis

The Management Discussion and Analysis is presented in a separate section, which forms part of the Annual Report.

Listing

The equity shares of the Company are listed at BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE).

The Company has paid the listing fee for the year 2014-2015 to BSE and NSE.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confrm:

(i) that the applicable accounting standards have been followed in preparation of final accounts and there are no material departures;

(ii) that such accounting policies have been selected and applied consistently and such judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2014 and of the profit of the Company for the year ended on that date;

(iii) that proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concern basis.

Subsidiary Companies

Your Company has following two wholly owned subsidiaries in India:

(a) ALSTOM Power Boilers Services Limited, and

(b) ALSTOM Boilers India Limited

The Ministry of Corporate Affairs, government of India vide general Circular No: 2 /2011 dated 8 February 2011 has directed that provisions of Section 212 of the Companies Act, 1956 shall not apply in relation to subsidiaries of those companies which fulfl the conditions contemplated in the aforesaid circular. your Company fulfls the conditions contemplated in the said circular. Therefore, the Annual Report and other particulars of the subsidiary companies are not attached with this Annual Report. However, a statement of particulars of the subsidiary companies has been attached along with the audited Consolidated Financial Statements.

The Company shall provide the copy of Annual Report and other documents of its subsidiary companies as required under Section 212 of the Companies Act, 1956 to the Shareholders of the Company and also to the Shareholders of the subsidiary companies on demand, free of cost. The Annual

Report containing the annual accounts of the subsidiary companies is also kept open for inspection by any Shareholder at the Registered Office of the Company and that of the subsidiary companies. The details of accounts of the subsidiary companies have been placed on the website of the Company. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

CORPORATE RESTRUCTURING

Sale and transfer of the company''s transportation Undertaking:

The Board of Directors of the Company in its meeting held on 15 january 2014 had accorded its approval, subject to the approval of the shareholders of the Company and such other approvals, consents, permissions and sanctions as may be deemed necessary, to the sale and transfer by the Company of its transportation systems undertaking to a group company, ALSTOM Transport India Limited ("ALSTOM Transport"), as a going concern on a ''slump sale'' basis, for a lump sum consideration without values being assigned to individual assets and liabilities, for a total consideration not less than Rs. 176.9 crores (Rupees One Hundred Seventy Six Crores Ninety Lacs only) in cash, as enterprise value, subject to such adjustment for change in Net Asset Value excluding cash and debt (which was Rs. 60 crores as on 30 September 2013) and on such terms and conditions as may be required in this regard. The shareholders of the Company had approved the sale of the Transport undertaking to ALSTOM Transport by passing of a special resolution through postal ballot on 07 March 2014. Pursuant to and in consonance with the terms and conditions of the Agreement to Sell Business dated 06 March 2014 ("Agreement"), the sale and transfer of the Transport undertaking to ALSTOM Transport, as a going concern on a ''slump sale'' basis, was completed on 31 March 2014.

OPEN OFFER BY GENERAL ELECTRIC

On 05 May 2014, gE Energy Europe B.V. ("Acquirer") and (i) general Electric Company ("GE"); and (ii) gE Industrial France SAS (and together with gE, the "PACs"), in their capacity as persons acting in concert with the Acquirer, had made a public announcement ("Public Announcement") in terms of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations"), wherein they have made an open offer for the acquisition of up to 17,479,143 equity shares, representing 26% of the

total paid-up equity share capital of the Company as of the tenth working day from the closure of the tendering period, from the public shareholders of the Company ("Offer").

It was clarifed by the Acquirer that the detailed public statement shall be issued and the Offer proceeded with only if the underlying Transaction (as described in the Public Announcement) is consummated as provided for in the proviso to Regulation 13(4) of the Takeover Regulations. Accordingly, if the underlying Transaction is not consummated for any reason, the Acquirer and PACs shall not proceed with the Offer.

The Board took note of above and decided to take any consequential steps only upon the consummation of aforesaid underlying transaction.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure-A which forms part of this Directors'' Report.

ENVIRONMENT COMPLIANCE

The Company complies with all requirements regarding management of pollutants of manufacturing units and also conducts Environmental Audits of its units at regular intervals.

The Company has obtained all environmental consents such as air, water and hazardous waste authorisation from respective Pollution Control Boards and are in compliance with the present environmental legislation.

ENVIRONMENT, HEALTH AND SAFETY (EHS)

Your Company considers the Safety, health and well-being of our employees, contractors, customers and other stakeholders, to be of the utmost importance. Your Company also strives to take care of the environment and are committed to continually reducing the environmental impact wherever we operate.

The Company conducts its business operations fully respecting

International and Local regulations in addition to following Alstom EHS Directives and Instructions to protect the employees, contractors, customers and other stakeholders. EHS is given highest priority and hence managed and controlled through integrated EHS Management System. Alstom EHS Roadmap Standards are deployed and measured to evaluate the EHS performance and continual improvements.

High Risk Activities are of prime focus and managed through Alstom Zero Deviation Plan launched in june 2012 to prevent accidents in high risk activities. Compliance to Alstom Zero Deviation Plan is evaluated through Cross Sector Audits for further improvement actions wherever needed.

All major locations have well equipped health care facilities/arrangements. Alstom university strongly supports EHS training initiatives to create an understanding of Environment, Health and Safety and hence in building safety culture among employees to achieve organisation goal.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company''s Corporate Social Responsibility (CSR) activities, refect its philosophy of helping to build a better, more sustainable society by taking into account the societal needs of the community. After assessing the needs of community, your Company is engaged in several programmes to benefit the society and the community of which it is a part of. As a part of the education initiative, your Company''s facilities in Durgapur and Shahabad have constructed a school building and provided it with the infrastructure along with financial assistance for the children residing in those areas.

PARTICULARS OF EMPLPYEES

The total number of employees of the Company as on 31 March 2014 was 4640.

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Directors'' Report. However, as per the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to all Shareholders of the Company excluding the Statement of Particulars of Employees under Section 217(2A) of the Companies Act, 1956. Any Shareholder interested in obtaining a copy of the said Statement may write to the Company Secretary at the Registered Office of the Company, and the same will be sent by post.

FIXEd DEPOSITS

The Company has not accepted any fixed deposits during the year under review.

BOARD OF DIRECTORS

In accordance with the Articles of Association of the Company, Mr. k. Vasudevan, Director retires by rotation from the Board of Directors of the Company and shall hold Office up to the date of the forthcoming Annual General Meeting of the Company and is eligible for reappointment.

Alstom management had transferred the services of Mr. S.M. Momaya from Alstom India Limited to Alstom T&D India Limited with effect from 01 September 2013. Accordingly the Board of Directors had passed necessary resolutions on 20 August 2013 to accept his resignation from the position of Whole-time Director & Chief Financial Officer of the Company with effect from close of business hours on 31 August 2013 and to continue his directorship on the Board as a Non- Executive Director with effect from 01 September 2013, liable to retire by rotation. As per the provisions of the Articles of Association of the Company and the applicable provisions of the Companies Act, 2013, Mr. Momaya shall hold Office up to the date of the forthcoming Annual General Meeting of the Company and is eligible for reappointment.

In accordance with the Articles of Association of the Company, the tenure of Office of Mr. Rathindra Nath Basu, who was appointed as an Additional Director and designated as Chairman of the Company with effect from 01 April 2014, shall hold Office up to the date of the forthcoming Annual General Meeting and is eligible for appointment. The Company has received a notice in writing from a member proposing his candidature for the Office of Director.

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. k. Vasudevan, Mr. A. k. Thiagarajan and Dr. uddesh kohli as an Independent Director for five consecutive years with effect from the conclusion of the forthcoming Annual General Meeting upto 24 july 2019.

The particulars of Directors proposed to be appointed/re-appointed, as the case may be, are given in the Corporate Governance Report of this Annual Report.

During the year under review, Mr. Sunand Sharma resigned from the position of Chairman & Whole-time Director of the Company with effect from close of working hours of 31 March 2014. The Board places on record its appreciation for the contributions made by Mr. Sharma during his tenure with the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

Further, as per the requirements of the Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the statement containing information of the unclaimed amounts of dividend lying for seven years from the date of last Annual General Meeting i.e. 30 july 2013 has been uploaded on the website of the Company and necessary forms/returns have also been fled with the Ministry of Corporate Affairs.

AUDITORS

Messrs S. N. Dhawan & Co., Chartered Accountants (Firm Registration Number – 000050N), Statutory Auditors of the Company, holds Office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter pursuant to Section 139 and 141 of the Companies Act, 2013 from Messrs S. N. Dhawan & Co., Chartered Accountants, regarding their eligibility for re-appointment as Auditors of the Company.

The Board of Directors recommend to the Members of the Company for the re- appointment of Messrs. S.N. Dhawan & Co., Chartered Accountants (FRN – 000050N) as Statutory Auditors of the Company to hold the Office for a term of four years from the conclusion of ensuing 22nd Annual General Meeting of the Company till the conclusion of 26th Annual General Meeting of the Company (subject to ratifcation by members at every Annual general Meeting) and to fx their remuneration.

The Notes to Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

COST AUDITORS

The Central Government has approved the appointment Messrs Shome & Banerjee, Cost Auditors for conducting Cost Audit for the financial year 2013–14.

APPRECIATION

The Board of Directors take this opportunity to thank all its Shareholders, valued customers, banks, government and statutory authorities, investors and stock exchanges for their continued support to the Company. your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company''s employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders and the Promoters of the Company.

For and on behalf of the Board of Directors

Rathindra Nath Basu Patrick Ledermann

Chairman & Non-Executive Director Vice-Chairman & Managing Director

(DIN 01192973) (DIN 05219344)

Place : Noida

Date : 05 june 2014


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 21st Annual Report of the Company and the Audited Accounts for the year ended 31 March 2013.

Financial Highlights

(Rupees millions)

Particulars For the year ended For the year ended 31 March 2013 31 March 2012

Profits before Extraordinary items, Tax, Interest and Depreciation 3,394.7 3,014.3

Less: Interest/Finance Cost 24.9 6.5

Less: Depreciation 550.8 510.5

Profit before Tax 2,819.0 2,497.3

Less: Provision for Taxation

- Current Tax (939.3) (987.2)

- Deferred Tax (42.4) 167.4

Profit after Tax 1837.3 1677.5

Balance brought forward from previous year 4076.1 3257.5

Adjustment on account of amalgamation and treatment of derivatives Nil 37.2

Profit available for Appropriation 5,913.4 4972.2

Appropriations

(a) Transferred to General Reserve (183.7) (167.8)

(b) Proposed Dividend (672.3) (672.3)

(c) Corporate Dividend Tax (Net) (109.1) (109.1)

(d) Dividend paid to erstwhile ALSTOM Holdings (India) Limited, eliminated on Nil 53.1 account of amalgamation

Balance Carried forward to Balance Sheet 4,948.3 4,076.1

Dividend

The Directors are pleased to recommend a dividend at the rate of Rs. 10/- per equity share (i.e. 100%) of the face value of Rs.10/- each for the year ended 31 March 2013 [previous year dividend - Rs. 10/- per share (i.e. 100%)].

Operations

A detailed review of the operations, performance and outlook of the Company and its business is given in the Management''s Discussion and Analysis Report, which forms part of this Annual Report.

Consolidated Financial Statements

In compliance with the applicable Clauses of Listing Agreements with the Stock Exchanges, the Company has prepared Consolidated Financial Statements as per the Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors'' Report thereon have been annexed to this Annual Report.

Corporate Governance

Your Company has fully complied with the requirements and disclosures that have to be made under the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the National Stock Exchange of India Limited, Mumbai (NSE) and BSE Limited, Mumbai (BSE) (the "Stock Exchanges"). As a listed Company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Statutory Auditors, forms part of this Annual Report. The Vice-Chairman & Managing Director''s declaration regarding compliance with ''ALSTOM India Limited Code of Conduct for Board Members and Senior Management'' is attached to the Corporate Governance Report.

Management Discussion and Analysis

The Management Discussion and Analysis is presented in a separate section, which forms a part of the Annual Report.

Listing

The equity shares of the Company are listed on BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). During the period under review, the Company had obtained approval of BSE and NSE for listing of 60,97,561 equity shares allotted to ALSTOM Holdings SA pursuant to the scheme of amalgamation amongst ALSTOM Projects India Limited (Transferee Company) (presently known as ALSTOM India Limited), ALSTOM Holdings (India) Limited (Transferor Company) and their respective shareholders, sanctioned by Hon''ble High Courts of Delhi and Bombay on 23 February 2012 and 31 March 2012, respectively, under Sections 391 to 394 of the Companies Act, 1956.

The Company has paid the listing fee for the year 2013-2014 to BSE and NSE.

Share Capital

(i) Issue of Shares

Hon''ble High Courts of Delhi and Bombay had sanctioned the Scheme of Amalgamation amongst ALSTOM Projects India Limited (Transferee Company) (presently known as ALSTOM India Limited), ALSTOM Holdings (India) Limited (Transferor Company) and their respective shareholders on 23 February 2012 and 31 March 2012, respectively, under Sections 391 to 394 of the Companies Act, 1956.

Pursuant to the Scheme sanctioned by the aforesaid High Courts, the Board of Directors of the Company had allotted 60,97,561 equity shares of Rs.10/- each to ALSTOM Holdings SA and extinguished 58,94,264 equity shares of Rs.10/- each held by the Transferor Company in the Transferee Company on 25 June 2012. Post the aforesaid allotment and extinguishment of equity shares the paid-up equity capital of the Company was changed to 6,72,27,471 equity shares of Rs.10/- each aggregating to Rs.67,22,74,710/-.

(ii) Increase in Authorised Share Capital

Pursuant to the aforesaid Scheme of Amalgamation, the authorized share capital of the Company was increased by an amount of Rs. 30,00,00,000 divided into 3,00,00,000 equity shares of Rs. 10/- each. The present authorised share capital of the Company is Rs.600,00,00,000/- (Rupees Six Hundred Crores only) divided into 19,50,00,000 (Nineteen Crores Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each and 4,05,00,000 (Four Crores Five Lakh) preference shares of Rs.100/- (Rupees One Hundred) each.

Change in name of the Company

Pursuant to the aforesaid Scheme of Amalgamation, the name of your Company was changed from ALSTOM Projects India Limited to ALSTOM India Limited with effect from 06 June 2012.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:

1. that the applicable accounting standards have been followed in preparation of final accounts and there are no material departures;

2. that such accounting policies have been selected and applied consistently and such judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2013 and of the profit of the Company for the year ended on that date;

3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the annual accounts have been prepared on a going concern basis.

Subsidiary Company

Your Company has following two wholly owned subsidiaries in India:

(a) ALSTOM Power Boilers Services Limited; and

(b) ALSTOM Boilers India Limited

The Ministry of Corporate Affairs, Government of India vide General Circular No: 2 /2011 dated 8 February 2011 has directed that provisions of Section 212 shall not apply in relation to subsidiaries of those companies which fulfil the conditions contemplated in the aforesaid circular. Your Company fulfils the conditions contemplated in the said circular. Therefore, the Annual Report and other particulars of the subsidiary companies are not attached with this Annual Report. However, a statement of particulars of the subsidiary companies has been attached along with the audited Consolidated Financial Statements.

The Company shall provide the copy of Annual Report and other documents of its subsidiary companies as required under Section 212 of the Act to the Shareholders of the Company and also to the Shareholders of the subsidiary companies on demand, free of cost. The Annual Report containing the annual accounts of the subsidiary companies is also kept open for inspection by any shareholder at the Registered Office of the Company and that of the subsidiary companies. The details of accounts of the subsidiary companies have been placed on the website of the Company. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

Corporate Restructurings

(i) Merger of ALSTOM Holdings (India) Limited in to the Company

Hon''ble High Courts of Delhi and Bombay had sanctioned the Scheme of Amalgamation (the "Scheme") amongst ALSTOM Projects India Limited (presently known as ALSTOM India Limited), ALSTOM Holdings (India) Limited (a group company) and their respective shareholders on 23 February 2012 and 31 March 2012, respectively, under Sections 391 to 394 of the Companies Act, 1956 and hence the merger between the two companies has been completed. The aforesaid Scheme became effective on 20 April 2012. Necessary post-merger activities viz. change of name of the Company, allotment and extinguishment of shares pursuant to the said Scheme were effected during the year under review.

(ii) Demerger of boiler business:

The Board of Directors at its meeting held on 25 October 2011, had approved the demerger of the boiler business, forming part of the power segment of the Company, subject to necessary approvals, to ALSTOM Boilers India Limited(ABIL), a wholly owned subsidiary of the Company, from Appointed date of 01 April 2011. Accordingly, the boiler business to be demerged was being considered as discontinuing operations with effect from that date. Following the issuance of the SEBI Circular CIR/CFD/DIL/5/2013 dated 04 February 2013, the no-objection certificates issued by the stock exchanges in September 2012 in relation to the demerger scheme have expired. As the demerger scheme is yet to be resubmitted in terms of the said Circular, the boiler business is no longer being disclosed as discontinuing operations in the financial statements of the Company for the year ended 31 March 2013.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure-A which forms part of this Directors'' Report.

Environment Compliance

The Company complies with all requirements regarding management of pollutants of manufacturing units and also conducts Environmental Audits of its units at regular intervals.

The Company has obtained all environmental consents such as air, water and hazardous waste authorisation from respective Pollution Control Boards and are in compliance with the present environmental legislation.

Particulars of Employees

The total number of employees of the Company as on 31 March 2013 was 4625.

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all Shareholders of the Company excluding the Statement of Particulars of Employees under Section 217(2A) of the Companies Act, 1956. Any Shareholder interested in obtaining a copy of the said Statement may write to the Company Secretary at the Registered Office of the Company, and the same will be sent by post.

Fixed Deposits

The Company has not accepted any fixed deposits during the year under review.

Board of Directors

In accordance with the Articles of Association of the Company, Mr. A.K. Thiagarajan, Director retire by rotation from the Board of Directors of the Company and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting.

The Board has approved re-appointment of Mr. S.M. Momaya. as the Whole-time Director & Chief Financial Officer of the Company for a further period of three years with effect from 17 May 2013, subject to the approval of shareholders of the Company at the ensuing Annual General Meeting.

The particulars of Directors proposed to be re-appointed are given in the Corporate Governance Report of this Annual Report.

During the year under review, Mr. Dominique Pouliquen on 05 September 2012 resigned from the position of Director of the Company and Mr. Francois Carpentier on 01 October 2012 resigned from the position of Vice-Chairman & Managing Director of the Company. The Board places on record its appreciation for the contributions made by them during their tenure with the Company.

Mr. Surya Prakash Sethi was appointed as an Additional Director on Board of the Company with effect from 01 November 2012. Mr. Sethi resigned from the position of Director of the Company with effect from 18 March 2013. The Board places on record its appreciation for the contributions made by him during his tenure with the Company.

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

Further, as per the requirements of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the statement containing information of the unclaimed amounts of dividend lying for seven years from the date of last Annual General Meeting i.e. 26 July 2012 has been uploaded on the website of the Company and necessary forms/returns have been filed with the Ministry of Corporate Affairs.

Auditors

Messrs Price Waterhouse, Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting. Messrs Price Waterhouse had intimated that they will not be able to continue as the Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting, thereby requested for not being considered for re-appointment as the Statutory Auditors of the Company.

The Company has received a letter from Messrs S. N. Dhawan & Co., Chartered Accountants (Firm Registration Number - 000050N) conveying their willingness and eligibility to act as Statutory Auditors of the Company. They have also intimated that the appointment, if made at the ensuing Annual General Meeting, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

The Notes to Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Cost Auditors

The Central Government has approved the appointment Messrs Shome & Banerjee, Cost Auditors for conducting Cost Audit for thefinancial year 2012-13.

Appreciation

The Board of Directors take this opportunity to thank all its Shareholders, valued customers, banks, government and statutory authorities, investors and stock exchanges for their continued support to the Company. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company''s employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders and the Promoters of the Company.

For and on behalf of the

Board of Directors

Sunand Sharma

Chairman & Whole-time Director

Patrick Ledermann

Vice-Chairman & Managing Director

Place: Noida

Date: 02 May 2013


Mar 31, 2012

The Directors have pleasure in presenting the 20th Annual Report of the Company and the Audited Accounts for the year ended 31 March 2012.

(Rupees millions) Financial Results For the year ended For the year ended 31 March 2012 31 March 2011

Profits before Extraordinary items, Tax, Interest and Depreciation 3,014.3 3,028.0

Less: Interest/finance cost 6.5 6.8

Less: Depreciation 510.5 482.8

Profit before Tax 2,497.3 2,538.4

Less: Provision for Taxation

– Current Tax (987.2) (775.9)

– Deferred Tax 167.4 (73.5)

Profit after Tax 1,677.5 1,689.0

Balance brought forward from previous year 3,257.5 2,513.8

Adjustment on account of amalgamation & treatment of derivatives 37.2 Nil

Profit available for Appropriation 4,972.2 4,202.8 Appropriations

a) Transferred to General Reserve (167.8) (168.9)

b) Proposed Dividend (672.3) (670.2)

c) Corporate Dividend Tax (Net) (109.1) (106.2)

d) Dividend paid to erstwhile ALSTOM Holdings (India) Limited, eliminated on account of amalgamation 53.1 Nil

Balance Carried forward to Balance Sheet 4,076.1 3,257.5

Dividend

The Directors are pleased to recommend a dividend at the rate of Rs.10/- per equity share of the face value of Rs.10/- each for the year ended 31 March 2012 (previous year dividend- Rs.10/- per share) on 6,72,27,471 equity shares of Rs.10/- each (includes 60,97,561 equity shares to be allotted to ALSTOM Holdings and excludes 58,94,264 equity shares to be extinguished pursuant to the Scheme of Amalgamation amongst the Company, ALSTOM Holdings (India) Limited and their respective shareholders, sanctioned by Hon'ble High Courts at Delhi and Mumbai).

Operations

A detailed review of the operations, performance and outlook of the Company and its business is given in the Management Discussion and Analysis Report, which forms a part of this Annual Report.

Consolidated Financial Statements

In compliance with the applicable

Clauses of Listing Agreements with the Stock Exchanges, the Company has prepared Consolidated Financial Statements as per the Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors' Report thereon have been annexed to this Annual Report.

Corporate Governance

Your Company has fully complied with the requirements and disclosures that have to be made under the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) (the "Stock Exchanges"). As a listed Company, necessary measures are taken to comply with the provisions of Listing Agreements with the Stock Exchanges. A report on Corporate Governance forms part of this Annual Report. The Vice Chairman and Managing Director's declaration regarding compliance with 'ALSTOM Projects India Limited Code of Conduct for Board Members and Senior Management' is attached to the Corporate Governance Report.

Management Discussion and Analysis

The Management Discussion and Analysis is presented in a separate section, which forms part of the Annual Report.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:

(i) that the applicable accounting standards have been followed in preparation of final accounts and there are no material departures;

(ii) that such accounting policies have been selected and applied consistently and such judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2012 and of the profit of the Company for the year ended on that date;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concern basis.

Subsidiary Company

Your Company has following two wholly owned subsidiaries in India.

(a) ALSTOM Power Boilers Services Limited, and

(b) ALSTOM Boilers India Limited

The Ministry of Corporate Affairs, Government of India vide General Circular No:2 /2011 dated 08 February 2011 has directed that provisions of Section 212 shall not apply in relation to subsidiaries of those companies which fulfil the conditions contemplated in the aforesaid circular. Your Company fulfils the conditions contemplated in the said circular. Therefore, the Annual Report and other particulars of the subsidiary Company are not attached with this Annual Report. However, a statement of particulars of the subsidiary Company has been attached along with the audited Consolidated Financial Statements.

The Company shall provide the copy of Annual Report and other documents of its subsidiary Company as required under Section 212 of the Act to the shareholders of the Company and also to the shareholders of the subsidiary Company on their request, free of cost. The Annual Report containing the annual accounts of the subsidiary Company is also kept open for inspection by any shareholder at the Registered Office of the Company and that of the subsidiary Company. The details of accounts of the subsidiary Company have been placed on the website of the Company. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary Companies.

Corporate Restructurings

Merger of ALSTOM Holdings (India) Limited in to the Company:

During the year under review, the Hon'ble High Courts of Delhi and Bombay have sanctioned the scheme of amalgamation amongst ALSTOM Projects India Limited, ALSTOM Holdings (India) Limited (a group Company) and their respective shareholders on February 23, 2012 and 31 March 2012, respectively, under Sections 391 to 394 of the Companies Act, 1956, hence the merger between the two companies has been completed.

ALSTOM Holdings (India) Limited (the Amalgamating Company), was a public Company limited by shares incorporated under the Companies Act, 1956 on March 29, 1995 and having its registered office at New Delhi. The Amalgamating Company was a part of the ALSTOM group of companies and a wholly owned subsidiary of ALSTOM Holdings, France. The Amalgamating Company was registered with the Reserve Bank of India (the "RBI") as a non-deposit taking Non-Banking Financial Company ("NBFC") under Section 45-IA of the Reserve Bank of India Act, 1934, and was engaged in the business of making and holding investments in ALSTOM group companies.

The above amalgamation was carried out as a measure of group restructuring of the ALSTOM group in India. It will reduce the shareholding tiers and rationalize investments. Further, the amalgamation will make the entities administratively more efficient and reduce administrative and management costs and would benefit the entities, the employees, the shareholders and other third parties related to these entities.

The effect of the amalgamation has been given in the books of accounts of the Company for the year ended on 31 March 2012 with effect from the Appointed Date i.e. 01 April 2011.

Demerger of Boiler Business

ALSTOM Holdings had entered into a letter of binding intent with Shanghai Electric Group of China on 20 April 2011 to combine both partners' activities in the boiler market for power plants. As intimated to your Company, ALSTOM Holdings and Shanghai Electric expect to set-up the joint Company once their agreements will be finalised and after the completion of the social and regulatory process.

In pursuance of the above, ALSTOM Holdings (the holding Company of the ALSTOM group of companies) had requested your Company to consider transfer of its boiler business to a newly incorporated wholly owned subsidiary through a scheme of demerger under Sections 391 to 394 of the Companies Act, 1956.

The Board of Directors of your Company in its meeting held on 25 October 2011 had considered the said request of ALSTOM Holdings and thereafter, subject to approval of the shareholders and creditors and the High Court(s), approved the demerger of the Boiler Business of the Company into a wholly owned subsidiary Company viz. ALSTOM Boilers India Limited ("ABIL"). On the basis of the valuation undertaken by an independent valuer, your Board had further granted its approval to the share swap ratio of 1:1, meaning that every shareholder of the Company holding 1 (one) fully paid-up equity shares of Rs.10 (Rupees ten) each in the Company as on the record date (as may be determined in terms of the Scheme of Demerger) shall, upon sanction of the Scheme of Demerger and upon its becoming effective, be entitled to receive 1 (one) fully paid-up equity shares of Rs.5 (Rupees five) each in ABIL.

During the year, the Company had initiated necessary actions to implement the aforesaid decision of the Board of Directors of your Company.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure-A which forms part of this Directors' Report.

Environment Compliance

The Company complies with all requirements regarding management of pollutants of manufacturing units and also conducts Environmental Audits of its units at regular intervals.

The Company has obtained all environmental consents such as air, water and hazardous waste authorisation from respective Pollution Control Boards and are in compliance with the present environmental legislation.

Particulars of Employees

The total number of employees of the Company as on 31 March 2012 was 4505.

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Directors' Report. However, as per the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company excluding the Statement of Particulars of Employees under Section 217(2A) of the Companies Act, 1956. Any Shareholder interested in obtaining a copy of the said Statement may write to the Company Secretary at the Registered Office of the Company, and the same will be sent by post.

Fixed Deposits

The Company has not accepted any fixed deposits during the year under review.

Board of Directors

In accordance with the Articles of Association of the Company, Dr. Uddesh Kohli and Mr. Sunand Sharma, Directors retire by rotation from the Board of Directors of the Company at the ensuing Annual General Meeting. Both being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

Particulars of Directors proposed to be re-appointed are given in the Corporate Governance Report of this Annual Report.

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

Auditors

M/s. Price Waterhouse, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received the letter pursuant to Section 224(1B) of the Companies Act, 1956 from Messrs. Price Waterhouse, Chartered Accountants, regarding their eligibility for re-appointment as Auditors of the Company.

The Notes to Accounts referred to in the Auditors' Report are self- explanatory and do not call for any further comments.

Appreciation

The Board of Directors take this opportunity to thank all its shareholders, valued customers, banks, government and statutory authorities, investors and stock exchanges for their continued support to the Company. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company's employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders and the promoters (ALSTOM Group) of the Company.

For and on behalf of the

Board of Directors

Francois Carpentier

Vice Chairman &

Managing Director

S. M. Momaya

Whole-time Director &

Chief Financial Officer

Place: Noida

Date : 23 April 2012


Mar 31, 2011

The Directors have pleasure in presenting the 19th Annual Report of the Company and the Audited Accounts for the year ended 31st March 2011.

(Rupees thousands) Financial Results For the year For the year ended ended 31 March 2011 31 March 2010

Profits before Extraordinary items, Tax, Interest and 3,023,645 2,901,471

Depreciation

Less: Interest Nil (1,244)

Less: Depreciation (482,825) (417,124)

Profit before Tax 2,540,820 2,483,103

Less: Provision for Taxation

-Current Tax (778,300) (876,000)

- Deferred Tax (73,500) 65,403

Profit after Tax 1,689,020 1,672,506

Balance brought forward from previous year 2,513,750 1,792,645

Profit available for Appropriation 4,202,770 3,465,151

Appropriations

a) Transferred to General Reserve 168,902 167,251

b) Proposed Dividend 670,242 670,242

c) Corporate Dividend Tax 106,141 113,908

Balance Carried forward to Balance Sheet 3,257,485 2,513,750

Dividend

The Directors are pleased to recommend a dividend at the rate of Rs. 10/- per equity share for the year ended 31 March 2011 (previous year Rs. 10/- per share) on 67,024,174 equity shares of Rs. 10/- each.

Operations

A detailed review of the operations, performance and outlook of the Company and its business is given in the Management Discussion and Analysis Report, which forms a part of this Annual Report.

Consolidated Financial Statements

In compliance with the applicable Clauses of Listing Agreements with the Stock Exchanges, the Company has prepared Consolidated Financial Statements as per the Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors Report have been annexed to this Annual Report.

Corporate Governance

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges. As a listed company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on Corporate Governance as stated above, along with a certificate of compliance from the Auditors, forms part of this Annual Report. The Vice Chairman and Managing Directors declaration regarding compliance with ALSTOM Projects India Limited Code of Conduct for Board Members and Senior Management is attached to the Corporate Governance Report.

Management Discussion and Analysis

The Management Discussion and Analysis is presented in a separate section, which forms a part of the Annual Report.

Directors Responsibility Statement

In compliance of Section 217(2AA)

of the Companies Act, 1956, the Directors of your Company confirm:

(i) that the applicable accounting standards have been followed in preparation of final accounts and there are no material departures;

(ii) that such accounting policies have been selected and applied consistently and such judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2011 and of the profit of the Company for the year ended on that date;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concern basis.

Subsidiary Company

ALSTOM Power Boilers Services Limited is a wholly owned subsidiary of your Company.

The Ministry of Corporate Affairs, Government of India vide General Circular No:2 /2011 dated 08 February 2011 has directed that provisions of Section 212 of the Companies Act, 1956 shall not apply in relation to subsidiaries of those companies which fulfil the conditions contemplated in the aforesaid circular. Your Company fulfils the conditions contemplated in the said circular. Therefore, the Annual Report and other particulars of the subsidiary company are not attached with this Annual Report. However, a statement of particulars of the subsidiary company has been attached alongwith the audited Consolidated Financial Statements.

The Company shall provide the copy of Annual Report and other documents of its subsidiary company as required under Section 212 of the Act to the shareholders of the Company and also to the shareholders of the subsidiary company on their request, free of cost. The Annual Report containing the annual accounts of the subsidiary company is also kept open for inspection by any shareholder at the Registered Office of the Company and that of the subsidiary company. The details of accounts of the subsidiary company have been placed on the website of the Company. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary company.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure-A which forms a part of this Directors Report.

Environment Compliance:

The Company complies with all requirements regarding management of pollutants of manufacturing units and also conducts Environmental Audits of its units at regular intervals.

The Company has obtained necessary environmental consents such as air, water and hazardous waste authorisation from respective Pollution Control Boards and are in compliance with the present environmental legislation.

Particulars of Employees:

The total number of employees of the Company as on 31 March 2011 was 3,941.

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Directors Report. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all Shareholders of the Company excluding the Statement of Particulars of Employees under Section 217(2A) of the Companies Act, 1956. Any Shareholder interested in obtaining a copy of the said Statement may write to the Company Secretary at the Registered Office of the Company, and the same will be sent by post.

"Group" for Inter-se Transfer of Shares

As required under Regulation 3(i)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, person constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are given in Annexure-B which forms part of this Annual Report.

Fixed Deposits

The Company has not accepted any fixed deposits during the year under review.

Board of Directors

In accordance with the Articles of Association of the Company, Mr. Dominique Pouliquen and Mr. K. Vasudevan, Directors retire by rotation from the Board of Directors of the Company at the ensuing Annual General Meeting. Both are eligible and seek their re-appointment at the ensuing Annual General Meeting.

Dr. Pedro Sole had resigned from the Directorship of the Company with effect from 31 January 2011. The Board places on record its appreciation for the valuable services and guidance given by Dr. Pedro Sole to the Company during his tenure as a Director of the Company.

The particulars of Directors proposed to be re-appointed are given in the Corporate Governance Report of this Annual Report.

Auditors

M/s. Price Waterhouse, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received the letter pursuant to Section 224(1B) of the Companies Act, 1956 from Messrs. Price Waterhouse, Chartered Accountants, regarding their eligibility for re-appointment as Auditors of the Company.

The Notes to Accounts referred to in the Auditors Report are self- explanatory and do not call for any further comments.

Appreciation

The Board of Directors take this opportunity to thank all its valued customers, banks, government authorities, investors and stock exchanges for their continued support to the Company. The Board also takes this opportunity to express its sincere appreciation for the excellent support and dedicated efforts put in by the employees for continued good performance. Further, your Directors wish to thank its promoters (viz: ALSTOM Group) for its ongoing valuable support and also other shareholders of the Company for the continuing support.



For and on behalf of the Board of Directors

Francois Carpentier Vice Chairman & Managing Director

S.M. Momaya Whole time Director & Chief Financial Officer

Place: Noida Date : 25 April 2011


Mar 31, 2010

The Directors have pleasure in presenting the 18th Annual Report of the Company and the Audited Accounts for the year ended March 31, 2010.

Financial Results

(Rupees thousands)

For the year ended For the year ended March 31, 2010 March 31, 2009

Profits before Extraordinary items, Tax, Interest and 2,901,471 2,399,604

Depreciation

Less: Interest (1,244) (1,014)

Less: Depreciation (4,17,124) (330,918)

Profit before Tax 2,483,103 2,067,672

Less: Provision for Taxation

- Fringe Benefit Tax - (46,157)

- Current Tax (8,76,000) (697,666)

- Deferred Tax 65,403 25,072 Profi t after Tax 1,672,506 1,348,921 Balance brought forward from previous year 1,792,654 1,362,766 Profi t available for Appropriation 3,465,151 2,711,687 Appropriations

a) Transferred to General Reserve 167,251 134,892

b) Proposed Dividend 670,242 670,242

c) Corporate Dividend Tax 113,908 113,908 Balance Carried forward to Balance Sheet 2,513,750 1,792,645

¦ Dividend

The Directors are pleased to recommend a dividend at the rate of Rs. 10 per equity share for the year ended March 31, 2010 (previous year Rs. 10 per share) on 67,024,174 equity shares of Rs. 10 each.

¦ Operations

A detailed review of the operations, performance and outlook of the Company and its business is given in the Management’s Discussion and Analysis Report, which forms a part of this Annual Report.

¦ Consolidated Financial Statements

In compliance with the applicable Clauses of the Listing Agreements with the Stock Exchanges, the Company has prepared Consolidated Financial Statements as per the Accounting Standards on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors’ Report have been annexed to this Annual Report.

¦ Corporate Governance

Your Company is in compliance with the requirements and disclosures with respect to the Code of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges. As a listed company, necessary measures are taken to comply with the Listing Agreements with the Stock Exchanges. A report on Corporate Governance as stated above, along with a certifi cate of compliance from the Auditors, forms part of this Annual Report. The Vice Chairman and Managing Director’s declaration regarding compliance with ‘Alstom Projects India Limited Code of Conduct for Board Members and Senior Management’ is attached to the Corporate Governance Report.

Directors’ Responsibility Statement

In compliance of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confi rm:

(i) that the applicable accounting standards have been followed in preparation of fi nal accounts and there are no material departures;

(ii) that such accounting policies have been selected and applied consistently and such judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profi t of the Company for the year ended on that date;

(iii) that proper and suffi cient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concern basis.

Subsidiary Company

ALSTOM Power Boilers Services Limited is a wholly owned subsidiary of your Company.

The Ministry of Corporate Affairs (MCA), Government of India has granted exemption to the Company from attaching the Annual Report and other particulars of its subsidiary company together with the Annual Report of the Company as required under Section 212 of the Companies Act, 1956. Therefore, the said Report of the subsidiary company is not attached. However, a statement of particulars of the subsidiar y company have been attached alongwith the Consolidated Financial Statements.

The Company shall provide the copy of Annual Report and other documents of its subsidiary company as required under Section 212 of the Act to the investors of the Company and also to the investors of the subsidiary company on their request, free of cost. The Annual Report containing the annual accounts of the subsidiary company is also kept open for inspection by any investors at the Registered Offce of the Company and that of the subsidiary company. The details of accounts of the subsidiary company have been placed on the website of the Company. The Consolidated Financial Statements presented by the Company include fnancial results of its subsidiary company.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure-A which forms a part of this Directors’ Report.

Environment Compliance:

The Company complies with all requirements regarding management of pollutants of manufacturing units and also conducts Environmental Audits of its units at regular intervals.

The Company has obtained all environmental consents such as air, water and hazardous waste authorisation from respective Pollution Control Boards and are in compliance with the present environmental legislation.

Particulars of Employees:

The total number of employees of the Company as on March 31, 2010 was 3,899.

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Directors’ Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all Shareholders of the Company excluding the Statement of Particulars of Employees under Section 217(2A) of the Companies Act, 1956. Any Shareholder interested in obtaining a copy of the said Statement may write to the Company Secretary at the Registered Offce of the Company, and the same will be sent by post.

“Group” for inter-se Transfer of Shares

As required under Regulation 3(i)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Share and Takeovers) Regulation, 1997, person constituting “Group” (within the meaning as defned in • the Monopolies and Restrictive Trade Practice Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are given in Annexure-B which forms part of this Annual Report.

Board of Directors

Mr. Emmanuel Colombier resigned as the Vice Chairman & Managing Director of the Company with effect from April 01, 2010. Consequently, he also ceased to be a Director of the Company with effect from the said date. The Board places on record its appreciation for the valuable services and guidance given by Mr. Emmanuel Colombier to the Company during his tenure as the Managing Director of the Company.

The Board of Directors at their meeting held on April 28, 2010 appointed Mr. Francois Carpentier as an Additional Director of the Company with effect from April 28, 2010 and also as the Vice Chairman & Managing Director of the Company for a period of three years with effect from the said date.

The appointment of M r. Francois Carpentier as the Vice Chairman & Managing Director would be subject to the approval of the Shareholders and also of the Central Government respectively.

The term of appointment of Mr. S.M. Momaya, Whole-time Director and Chief Financial officer, expires on May 16, 2010. The Board of Directors at their meeting held on April 28, 2010 has re-appointed Mr. S.M. Momaya as the Whole-time Director & Chief Financial officer for a period of three years with effect from May 17, 2010. The re- appointment of Mr. S.M. Momaya by the Board of Directors is subject to the approval of the Shareholders of the Company.

In accordance with the Articles of Association of the Company, M r. Sunand

Sharma and Mr. A. K. Thiagarajan retire by rotation from the Board of Directors of the Company at the ensuing Annual General Meeting. Both are eligible and seek their re-appointment at the ensuing Annual General Meeting.

The particulars of Directors proposed to be appointed or re-appointed are given in the Corporate Governance Report of this Annual Report.

Auditors

M/s. Price Waterhouse, Chartered Accountants, Statutory Auditors of the Company, hold offce until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received the letter pursuant to Section 224(1B) of the Companies Act, 1956 from Messrs. Price Waterhouse, Chartered Accountants, regarding their eligibility for re-appointment as Auditors of the Company.

The Notes on Accounts referred to in the Auditors’ Report are self- explanatory and do not call for any further comments.

Appreciation

The Board of Directors take this opportunity to thank all its valued customers, banks, government authorities, investors and stock exchanges for their continued support to the Company. The Board also takes this opportunity to express its sincere appreciation for the excellent support and dedicated efforts put in by the employees for continued good performance. Further, your Directors wish to thank its promoters (viz: ALSTOM Group) for its ongoing valuable support and also other shareholders of the Company for the continuing support.

For and on behalf of the Board of Directors

Francois Carpentier

Vice Chairman & Managing

Director

S.M. Momaya Whole-time Director & Chief Financial officer

Place: Noida

Date : April 28, 2010