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Directors Report of GE Power India Ltd.

Mar 31, 2019

Dear Shareholders,

The Directors present the 27^th Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31 March 2019 (âFY 2018-19'')

FINANCIAL HIGHLIGHTS

(Rs. in million)

Particulars	Year ended 31 March 2019	Year ended 31 March 2018
Profit/(Loss) before exceptional items, tax, interest and depreciation	3,112.4	2,595.0
Less: Interest/Finance Costs	411.3	237.3
Less: Depreciation and amortisation expense	314.2	508.0
Profit/ (loss) before exceptional items and tax	2,386.9	1,849.7
Exceptional item	922.9	1,427.0
Profit/ (loss) before tax	1,464.0	422.7
Provision for taxation
- Current tax	859.4	583.5
- Tax related to earlier years	202.5	8.9
- Deferred tax (credit)	(358.4)	(435.3)
Profit/ (loss) after tax	760.5	265.6
Balance brought forward from previous year in the statement of profit and loss	5,134.3	5,111.5
Profit available for appropriation	5,894.8	5,377.1
Appropriations
a) Transferred to General Reserve	-	-
b) Dividend paid	201.7	201.7
c) Corporate Dividend Tax (Net) paid	41.9	41.1
Balance carried forward to Balance Sheet	5,651.2	5,134.3
Proposed Dividend	403.4	201.7

DIVIDEND

In compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe Listing Regulations''), as amended from time to time, your Company has adopted a Dividend Distribution Policy. This policy specifies the parameters of distribution of dividend with objective of delivering sustainable value to its stakeholders. The Dividend Distribution Policy of the Company is annexed as âAnnexure A'' to this Report.

Your Directors are pleased to recommend a dividend of RS. 6/- per equity share ( i.e. 60% of the face value of RS. 10/-each) for FY 2018-19 amounting to RS. 486.3 million (including Corporate Dividend Tax of RS. 82.9 million).

TRANSFER TO RESERVES

No amount was transferred to reserves during FY 2018-19.

STATE OF COMPANYâS AFFAIRS Operations - The year in review

Electricity is one of the vital engines of growth. Access to affordable electricity improves the living standards of any economy. It also opens up avenues of further growth for the economy by improving productivity and enabling new industrial activities. To keep pace with Indiaâs rapid economic growth, population growth & consumption growth, IEA estimates that electricity demand India is likely to almost triple between 2018 to 2040. Hence, billions of Indians need reliable, affordable and cleaner power for economic activities and growth. Your company is focused on this purpose, and is well positioned to play a vital part in India''s growth story.

Presently, as per BP Statistical Review of World Energy, India is the 3^rc largest producer and consumer of electricity in the world. Per capita consumption of electricity has improved from 632 units in 2005-06 to ~1200 units in 2018-19. Still, India is ranked very low vis-a-vis other large economies such as China, where per capita consumption is >4000 units per annum and there is substantial potential for its growth. During the last few years, due to implementation of various Govt. initiatives, the condition has improved substantially and today approx. 94% of Indian household is electrified. With improved access coupled with growing consumption, population & economic activities, India is bound to witness a substantial increase in demand for electricity in the coming years.

Your company is focused in the largest portion of Indiaâs power generation. Currently, of the total installed base (IB) of ~356GW,** coal comprises of ~56%, large hydro ~13%, Wind ~10%, Gas ~7%, Solar ~8%, other renewables ~4% and Nuclear power of ~2%. The generation mix however, is quite different with approx. 74% coming from coal power plants.

Conventional sources of electricity are being challenged by a global focus on climate change, which the Government of India (GoI) has vigorously supported through an extensive renewable energy installation program, especially Solar and Wind. This has resulted in renewables sources capturing a significant share of the growth, resources, and available funds for the power sector in the market. While the share of renewables energy in the Indian electricity mix will increase over time, conventional sources will remain vital in order to meet the energy requirements of the growing economy. In fact, their role will evolve in increasingly important ways:

1. Ordering of supercritical thermal power generation plants will continue for the foreseeable future. During FY18-19, orders were placed for ~3GW, and the recently published National Electricity Planâ 2018 indicates that levels will persist. Growing electricity needs along with replacement of old thermal power plants are expected to drive the market for new capacities.

2. Following GoI''s emission norms by 2022, the existing thermal power plant will reduce emissions such as SOx, NOx when outfitted with Air Quality Control technologies.

3. Efficiency enhancements are poised to happen across the country, improving overall plant efficiency, slashing fuel usage leading to reduced costs, increasing affordability, boosting megawatt output, and extending unit life. Furthermore, we see a major reduction in CO2 emissions.

4. To integrate higher renewable energy, with very limited available resources of Hydro pump storage power in India, itâs imperative that thermal power stations will be called upon to support renewable integration and grid balancing. This positions these stations as essential enablers for integrating increasing Renewable sources into the grid.

Your Company, with more than 100 years of experience in the Indian market, and proven technological leadership, is well-positioned to support the above demands for the power generation market in India. We believe in the people who work every day in Indiaâs thermal sector; they are ready to make conventional generation sources a relevant & leading part contributing to power sectorâs cleaner future in the country.

BOILERS

Your Companyâs execution unit at Noida & manufacturing facility at Durgapur, West Bengal, is capable of manufacturing Supercritical & Ultra Supercritical Boilers equipped with the latest manufacturing technologies. Your Company, in partnership with BHEL, accomplished the following milestones in the FY 2018-19:

Major milestone achieved for

o 2x660 MW Suratgarh - First Unit Full Load completed in March 2019.

o 2x800 MW Gadarwara - U#1 : Full load trial run completed in November 2018. U#2: Chemical cleaning completed in January 2019.

o 3x660 MW Nabinagar - U#1 Synchronized in January 2019 and full load achieved in March 2019.

o 2x660 MW Banharpali - U#1 Coal Synchronization achieved in March 2019. U#2 Coal Synchronization in progress.

o 1x800 MW Wanakbori - Coal Synchronization achieved in March - 2019.

o 2x800 MW Darlipalli - U#1 Chemical cleaning completed in November 2018 and Steam Blowing in February 2019. U#2 Hydro Test Drainable done on December 2018.

o Significant erection progress at Indiaâs first 2x500 MW Tower Boiler site at Neyveli - Commercial Operation declaration of one 500 MW unit is expected in the coming year. First Unit has already achieved Oil Firing successfully on 28 March 19.

Key manufacturing progress on ongoing projects with BHEL-GE partnership projects:

Boiler Pressure Parts Manufacturing & Engineering

2x800 MW North Chennai - Boiler Pressure Parts supply completed

- 2x660 MW Ennore - Boiler Pressure Parts supply completed

- 2x800 MW Telangana - Boiler Pressures dispatched

- 2x800 MW Uppur - Boiler Pressure Parts dispatch started

- 2x660MW Rampal Maitree Project in Bangladesh - Pressure Part manufacturing has started

Condenser : Second Condenser from Durgapur Factory

Your Companyâs manufacturing facility at Durgapur, West Bengal, has once again designed & manufactured Condenser for 660 MW Ghatampur thermal power Project. Dispatch was completed by March 2019. This is a huge accomplishment for development of a new complex product for thermal power station.

Progress on CEL II 1 x 150 MW Sihanoukville, Cambodia:

Your Company is executing the first CFB Boiler fully designed and manufactured from India. The project completed all the supplies of Pressure Parts, Steel along with all key mechanical equipment. The site is in advanced stages of erection of complete Boiler The Boiler Hydro test and full load is planned in the year of 2019-2020.

New orders from BHEL-GE partnership:

- 1x660 MW Coal Based Panki Super Critical thermal power Project with UPRVUNL at Uttar Pradesh, India

- 3x800 MW Coal Based Patratu Super Critical Thermal Power Project at Jharkhand, India with PVUNL.

- 2x660MW Coal Based Udangudi Super Critical Thermal Power Project at Tamilnadu, India with TANGEDCO

MILLS

Your Company executed the following key milestones in the FY 2018-19:

Manufacturing completed for 5 Mills for Unit-3 of Hassyan Energy PJSC - 4x660 MW Clean Coal Power Plant, Dubai Electricity & Water Authority, Dubai.

AIR QUALITY CONTROL SYSTEM

Large new market for services and supplies with new environmental norms for SOx, NOx, etc. FGD market is estimated in excess of ~150GW (includes project commissioned and under execution). Your Company is prepared to address this huge market opportunity.

Your Company received the following new orders in the FY 2018-19

Flue Gas Desulphurization (FGD) system at (2X660 MW) NTPC Solapur Thermal Power Project in Maharashtra on EPC Basis.

Flue Gas Desulphurization (FGD) system at (2X660 MW) NTPC Tanda Thermal Power Project in Uttar Pradesh on EPC Basis.

Flue Gas Desulphurization (FGD) system at (2X660 MW) MUNPL Meja Thermal Power Project in Uttar Pradesh.

Flue Gas Desulphurization (FGD) system at (1X500 MW) NTPC Unchahar Thermal Power Project in Uttar Pradesh.

Your Company achieved the following milestones in the FY 2018-19:

o Vindyachal:

Successfully completed the Performance Guarantee test of the first limestone-based WFGD (wet flue gas desulphurization) at NTPCâs 500MW power plant at Vindhyachal, Madhya Pradesh. NTPC has issued the Completion of facility certificate.

o Ghatampur ESP:

First 3x660 MW ESPs from L&T Mitsubishi Boiler (LMB) for NUPPL Ghatampur project (a JV of NLC and UPRVUNL). The project includes Design & Engg, Manufacturing & Supply and Construction & Commissioning materials of 18 ESP units for 3x660 MW Coal Fired Power Plant. This year your Company delivered significant supply of material and started the erection of ESP Units for Boiler 1 & 2.

o KARABIGA, Turkey:

2x660 MW Power Plant - ESP - Successfully Performance Guarantee test done of ESP for both the unit. We have achieved the below 10 mg/Nm3 emission for both the units for the first time using ESP.

o OPOLE, Poland:

2x900 MW Power Plant - ESP - 4 Nos ESP (2 nos. for each Boiler)

- Successfully Commissioning done of ESP for all the units.

o QUEZON, Philippines:

1x660 MW Power Plant - ESP - 1 No. of ESP - Successfully Airload test & Commissioning done for the ESP

o SAFI, Morocco:

2x660 MW Power Plant - ESP - 4 Nos of ESP - Passes Successful commissioning of both Units completed in Octâ 2018.

Plant Commercial Operation started from Febâ 2019.

o Maemoh, Thailand :

1x660 MW Power Plant - ESP - 2 Nos of ESP Performance Guarantee test successfully completed for both ESP''s in January 2019.

o Yanbu, Saudi Arabia:

5x660 MW Power Plant - ESP - 2 Nos of ESP per Boiler Unit 1 & 2 - commissioned and Synchronized with Grid.

o Sihanoukville - 150 MW CFB Boiler - Supply of ESP of completed with all key components delivered and getting erected at site.

STEAM POWER SERVICES

Even as the country has chalked out plans to significantly move towards developing, implementing and deploying renewable technology, coal is still likely to remain the backbone of India''s energy mix. India is endowed with easily accessible and abundant coal reserves (fifth largest globally), which are adequate to meet the energy requirements of the Indian economy for the foreseeable future.

Importantly, coal-based generation, the cheapest and most reliable source of electricity in India, accounts for ~56% of the installed capacity (as on March 2019) and over 74% of our total electricity generation in FY18-19. The plant load factor, a measure of plant utilization (PLF) of coal-based plants, which was declining for several years in the past, has reversed the trend and has picked up marginally (by ~1.2%) to clock ~61% PLF in FY18-19. As per NEP-2018, electricity demand is likely to grow with 5% CAGR with contribution of coal remaining stable through till 2027. This implies that a significant amount of generation will come from Coal plants, which is likely to drive higher levels of spending on O&M. This is one of the growth areas identified by your Company.

As per estimates by various agencies, India was the 3 ^rd largest emitter of CO₂ & PM and 2^nd largest emitter of SOx & NOx in the world. The power sector is one of the biggest contributors to these emissions. The efficiency of coal-fired power plants in India is very low, and there is an opportunity and need to retrofit existing coal-fired power plants to increase their efficiency and reduce their carbon emission levels. Majority of the power continues to be generated by subcritical units, where there is an immense need & substantial potential to improve performance. There are various retrofit options available for these units. For instance, after a successful retrofit execution of steam turbine shaftline in India demonstrated over 14% heat rate improvement at the Gujarat State Electricity Corporation''s (GSEC) Ukai & Wanakbori units , your Company also executed steam turbine shaftline retrofit for an industrial captive unit of Hindalco, where we improved the heat rate of the unit by 3% and power output by over 10% over original design. Reconfirming the need of such retrofits in the industry your Company bagged order for similar Steam turbine shaftline retrofit upgrade from Hindalco for additional 2 units at its same site of Renusagar Power Division in FY18-19. Such efficiency improvement projects can help India in achieving a 33% to 35% reduction in the emissions intensity of the country''s GDP by 2030, as per the commitment made per the global treaty and also make electricity more affordable by conserving.

With India''s new coal plant emission regulations in place, which require all utility boilers as well as industrial and captive plant boilers need to modify their firing systems to improve NOx emissions. In September 2018, your Company was selected by NTPC and Tata Chemicals to upgrade two coal-fired boilers in India with low NOx firing system, namely NTPC''s 2x490 thermal plant in Dadri, Uttar Pradesh and the 2x136 TPH Boiler Tata Chemicals Ltd in Mithapur, Gujarat, which was the first standalone order for low NOx firing system upgrade in any coal-fired utility and industrial boilers respectively in India.

Your Company''s Powerâs technology will help customers reduce NOx generation by up to 40% from current levels in these units, helping customers meet new MoEF norms.

This was followed by bagging of the first bulk order from NTPC for supply and installation of low NOx combustion systems for its 10 GW of thermal power plant units. This was the first project awarded on such a large scale by NTPC to install this technology at its thermal power plants. The project would be implemented at NTPCâs various selected sites. With more than 150 GW of Indiaâs coal-fired fleet operating on sub-critical levels, needing such upgrade for the implementation of this low NOx boiler technology can help the country reduce its NOx by up to 50 per cent from the current level and help these units meet the new MoEF norms for NOx emissions. By getting these first orders in the NOx upgrade market segment in industrial & utility segment, your company is poised for growth in this market in next 2/3 years.

India is also committed to promote Renewable Energy sources for power generation, and it plans to achieve about 40% cumulative electric power installed capacity from non-fossil fuel energy sources by 2030. As a step in this direction, the GoI has taken several initiatives such as setting up the renewable energy capacity addition target to 175GW by 2022. With the increasing share of renewables in the electricity generation-mix, Indiaâs daily ramp up requirement is likely to be 60-80 GW. Some Coal-based units would be required to address flexibility needs arising from day-of-time and weather-based gaps in daily demand / load generation curve. We expect this need for flexibility upgrade of coal units would increase in the future as the renewable penetration grows. With specific flexibility solutions available in the broad basket of service offerings, your company is well prepared to take lead role & support these upcoming needs of the future.

Overall, your Company is well placed to address customersâ specific O&M needs, improve power plant efficiency, reduce CO₂/NOx/PM emissions levels & also support with solutions for making existing coal plants more flexible for integrating higher GW of renewable in the future.

Following are some of the order wins & milestones achieved by your Company in FY 2018-19:

- Implementing NOx upgrade solution in 10GW units of NTPC.

- Retrofitting of Steam turbine shaftline with GEâs ASP technology for improving efficiency in 2 units of other OEM of HINDALCO.

- Started supplies for retrofit project of 3X200 MW Ansaldo Steam Turbines for NTPC Ramagundam to improve efficiency and output.

- Successfully won and executed a number of turbine and generator overhauls and repairs for other OEM and OEM machines in the country

- Successfully executed Digital solution for Tata Power fleet

GAS POWER SYSTEMS

The Gas Power Systems in your Company is part of the MENESA ( Middle East, North Africa and South Asia) region and is engaged in providing project management services for gas power projects in South Asia, while also supporting gas projects globally for the FY 2018-19 from Noida Execution center of your Company:

- Bhola 2, is a 225 MW Gas based EEP project in Bangladesh, where GE is supplying two 6F.03 gas turbines, two HRSGâs and One Steam Turbine and AUX equipment. All the major equipment deliveries are completed, and the project is now under advanced stage of execution.

- Shajibazar, 100 MW Gas based Equipment only project in Bangladesh, where GE is supplying one gas turbine LMS 100 and allied MSDâs. The equipment deliveries from GE are done and now project is in Installation and Commissioning phase

- HPCL Vizag, 75 MW Gas based EO project, where GE is supplying one 6F.03 gas turbine and allied MSDâs to BHEL. The project equipment is under manufacturing and deliveries to customer expected by 3Q 19.

- Your Company has started two new projects; Khulna 300 MW where GE is supplying Gas turbine and Steam turbine and auxiliaries and Meghnaghat 2, 600 MW Combined cycle project Turnkey project with a partner. GE shall be suppling main power equipment while IEC scope will be done by the partner. Both these projects are in Bangladesh.

In addition to the above projects, your Company is also involved in providing detailed engineering services; procurement and construction support for several other projects in the region.

Your Companyâs engineering is providing support on the basic as well as the detailed engineering work for GPS global projects. Some of the EPC combined cycle projects where GPS Noida engineering team is involved are Sergipe in Brazil, EVM II in Mexico and Tucuman steam in Argentina. Besides these, there are various Gas Power partner projects such as ALBA and Waad AL Shamal in Middle East, Ghorasal -3 and Bhola 2 in Bangladesh, Track 4A and Track 4B in Malaysia, Bangkok in Thailand which are currently underway. The Noida team is also involved in NPI support for Fast Power and System engineering in equipment only projects. Additionally, the team is also contributing towards mechanical system and equipment engineering for EEP projects (> 15 projects in engineering and advance release phase for US, Latin America, Africa and South East Asia) Procurement services for Balance of Plant equipment to global Gas projects like Alba in Bahrain, Wad Al Shamal in Saudi Arabia, Sabiya in Kuwait, Zubair, Samawa and Dhiqar in Iraq and Bhola 2 in Bangladesh.

Supporting and managing construction sites for projects in MENESA region - Wad Al Shamal in Saudi Arabia, Zubair, Dhiqar , Samawa Projects in Iraq.

Your Company is providing a multi-disciplinary support to the projects in GE portfolio across the globe. Services being provided by Noida center are project execution through project fulfilment management and project engineering. Further, engineering support is provided across all Centre of Excellence disciplines including structure, pressure parts, piping & equipment etc. HRSG Projects being managed by FM from Noida center are Indeck Niles and Guernsey (US), EVM II (Mexico), Lernut (Romania), SEWA (UAE), Sabiya (Kuwait), Ghorasal 3 & Meghnaghat II (Bangladesh), Alba(Bahrain), Waad Al Shamal (KSA), TJK I & II (Malaysia) and Kirikkale (Turkey) etc.

AUTOMATION & CONTROL

Your Company accomplished the following milestones on FY 2018-19: - NTPC Solapur (2X660MW) Unit 2 thermal power station Successfully achieved COD (Commercial Operation Date) with Steam Powerâs Power Automation & Controls âPlant Distributed Control Systemâ.

The Unit is focused on delivering operational excellence in Automation & Controls Solutions, partnering with customers and being one of the âCentre Of Excellenceâ for Global Engineering in the world of Automation & Industrial Internet.

HYDRO

Following are we some of the key achievements of your Company in FY 2018-19:

Baleh : $117million contract with SEB Power Sdn. Bhd. to supply 5x257 MW Francis turbines for the Baleh hydropower plant in Sarawak, Malaysia.

Da Nhim : Succesfully synchronized Pelton Turbine for Da Nhim hydropower plant in Vietnam and the testing works are underway. This milestone follows the successful completion of the spinning of this turbine some time ago in a record time of 28 months.

Idukki : Renovation and Modernization order for 1^st Stage (3x130 MW) of Idukki Hydro Electric power station received in 2016, your Company successfully synchronized the 1^st Unit after renovations on March 16, 2019 on full load of 130 MW. Next two machines shall be handed over for renovation in June 2019 and August 2019.

Way forward

As coal is likely to remain the mainstay of Indiaâs energy mix for foreseeable future, even as the country moves towards mainstreaming renewables, itâs imperative that making coal power more efficient, cheaper, cleaner and more flexible to support renewable integration are going to be key future demands from the Indian coal power plants.

Several steps in this direction have already been taken by GOI e.g. adopting supercritical technology, deploying higher renewables, coming out with new stricter SOx, NOx, SPM pollution, water consumption norms for thermal & deploying Perform, Achieve and Trade (PAT) scheme for energy efficiency improvements across key energy intensive sectors. It is expected that these would go through a full implementation phase in the coming years creating substantial opportunities in the power sector. Given the need to balance the growing environment concerns with the objective of providing affordable power to its citizens, it is important for India to manage coal plants with a holistic approach. There are cases where plants are strong candidates for an efficiency improvement or for flexible operations, and for these cases, an integrated approach to address emissions with flexibility/ efficiency retrofit is needed.

Such specific solutions along with leveraging latest digital technologies will ensure coal-based power plants will continue to be the mainstay of Indiaâs power system for a sustainable long run, supplying affordable and reliable power to all Indian citizens, meeting the current as well as future growth aspirations of India.

DIRECTORS

The Board of Directors, in compliance with Section 161 of the Companies Act, 2013 and the rules made thereunder (âthe Act'') read with the Articles of Association of the Company and upon recommendation of Nomination and Remuneration Committee, appointed Mr. Prashant Chiranjive Jain as an Additional Director and Managing Director of the Company w.e.f. 17 April 2019.

Further in compliance with Sections 196 and 203 of the Act read with Schedule V and other applicable provisions of the Act and the Articles of Association of the Company, the Board of Directors in its meeting held on 05 April 2019 appointed Mr. Prashant Chiranjive Jain as Managing Director of your Company for a period of 3 years from 17 April 2019 to 16 April 2022 subject to the approval of members and such other approvals as may be required.

In compliance with the provisions of the Act and the Articles of Association of the Company, Mr. Vishal Keerti Wanchoo, NonExecutive Chairman shall retire by rotation at the ensuing Annual General Meeting. Mr. Vishal Keerti Wanchoo, being eligible, offers himself for re-appointment.

Pursuant to Section 149 of the Act and Regulation 25 of the Listing Regulations Independent Directors Dr. Uddesh Kumar Kohli, aged about 78 years and Mr. Arun Kannan Thiagarajan, aged about 74 years were appointed at the 22nd Annual General Meeting held on 25 July 2014 for a period of 5 consecutive years up to 24 July 2019. Accordingly, the tenure of Dr. Uddesh Kumar Kohli and Mr. Arun Kannan Thiagarajan shall to expire on 24 July 2019 and being eligible offers themselves for re-appointment.

In terms of Regulation 17(1A) of the Listing Regulations, approval of the members of the Company is required for the continuation of directorship of Dr. Uddesh Kumar Kohli and Mr. Arun Kannan Thiagarajan as Non-Executive & Independent Director, who have exceeded/about to attain the age of 75 years.

All the three Independent Directors have declared that they meet the criteria of independence as laid down under the Act, Listing Regulations and any other applicable law. The Independent Directors are not liable to retire by rotation. Further the Company has in place the Code of Conduct for Directors and senior management personnel. During the year under review, amendment in the aforesaid code was approved by the Board of Directors of the Company. The Company is in receipt of disclosures from Directors and senior management personnel with respect to adherence of the aforesaid code during FY 2018-19.

The particulars in respect of directors seeking appointment/ reappointment/continuation of directorship as required under regulation 36(3) of Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India forms part of the Corporate Governance Report. Pursuant to the provisions of Sections 149, 150, 152, 160, Schedule IV and any other applicable provisions of the Act and the Listing Regulations, inter-alia basis the performance evaluation, their expertise in specific functional areas, background, contribution towards Company''s performance etc. and as per the recommendation of the Nomination and Remuneration Committee the Board recommends their appointment/ re-appointment/continuation of directorship.

Due to personal and unavoidable circumstances, Mr. Andrew H DeLeone resigned from the position of Director and Managing Director of the Company w.e.f. close of business hours on 05 April 2019. The Board places on record its appreciation for the valuable contributions made by him during his tenure.

Employee Stock Options

The Company intends to offer Share Purchase Plan (hereinafter referred to as âGE Share Purchase plan'') of its ultimate holding Company i.e. General Electric Company to the employees of the Company. GE Share Purchase Plan is an international program offered to employees'' part of GE Group in various countries. Eligible employees have the option to purchase shares (up to 10% of the basic salary or as may be specified in the extant GE Share Purchase plan) of General Electric Company, USA (GE Shares) by electing a monthly amount to be taken out of their pay. GE Shares participants also receive a 15% company match on their elected contributions. There is no holding or lock-in period on the shares received and they may be sold or transferred at any time.

The GE Share Purchase plan has been approved by the Board of Directors of the Company in its meeting held on 27 May 2019, subject to the approval of the members of the Company and such other approvals as may be required. For more details, please refer to the Notice of the ensuing Annual General Meeting.

MEETINGS OF BOARD AND ITS COMMITTEES

The Board meets at regular intervals to discuss on Company/ business''s policy, strategy and financial results apart from other Board business. 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 maximum interval between any two Board Meetings did not exceed 120 (one hundred and twenty) days.

Your Company has the following Committees:

Audit Committee (AC)

Nomination and Remuneration Committee (NRC)

Corporate Social Responsibility Committee (CSR)

Stakeholders Relationship Committee (SRC)

Risk Management Committee (RMC) (w.e.f. 01 April 2019)

The details of composition/change in composition, meetings and attendance at the meetings of the Board and its committees namely AC, NRC, SRC and CSR held during the FY 2018-19 and its terms of reference are provided in Corporate Governance Report which forms part of this Report.

The Secretarial Standard on Meetings of the Board of Directors (SS-1) and the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India have been duly complied.

AUDIT COMMITTEE

Your 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 Act and the Listing Regulations, as amended. There were no recommendations made by the Audit Committee which were not accepted by the Board. There were no frauds reported by Auditors of your Company under sub-section 12 of section 143 of the Act for the FY 2018-19.

NOMINATION AND REMUNERATION POLICY

Your Company has in place a Nomination and Remuneration Policy to ensure that the Board and top Management is appropriately constituted to meet its fiduciary obligation to stakeholders, to identify and determine the integrity, qualification, expertise and experience of persons who are qualified to become Directors or who may be appointed in senior management and/or as Key Managerial Personnel of the Company. This policy lays down the guidelines relating to appointment and remuneration for Executive Directors, Non-Executive Directors/ Independent Directors, Key Managerial Personnel and Senior Management.

In compliance with the provisions of Listing Regulations, the Board of Directors of the Company on 29 March 2019, amended the aforesaid policy to inter-alia include provisions with respect to quorum, age criteria for Independent directors and Directors and Officers Insurance. The same can be accessed at www.ge.com/in/ge-power-india-limited

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, 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 held during the year. 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 the Board meeting. More details on the same including the evaluation mechanism are provided in the Corporate Governance Report which forms part of this Annual Report.

AUDITORS AND AUDIT REPORT Statutory Auditors

The Statutory Auditors of the Company, M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration Number - 101248W/W-100022) were appointed at the 24th Annual General Meeting of the Company to hold office for a term of 5 (five) consecutive years until the conclusion of the 29th Annual General Meeting of the Company.

Cost Auditors

Pursuant to Section 148 of the Act, your Directors, on the recommendation of the Audit Committee, appointed M/s. Shome & Banerjee, Cost Accountants as Cost Auditors of your Company for the FY 2019-20 to carry out the cost audit for the applicable business at a remuneration of RS. 3,00,000/- (Rupees Three Lacs only) plus applicable taxes and reimbursement of out of pocket expenses. A Certificate from M/s. Shome & Banerjee, Cost Accountants has been received to the effect that their appointment as Cost Auditors of the Company, would be in accordance with the limits specified under Section 141 of the Act.

As required under the Act, 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 membersâ ratification for the remuneration payable to M/s Shome & Banerjee, Cost Accountants for the FY 2019-20 at the ensuing Annual General Meeting.

The Cost records as specified by the Central Government in compliance with sub-section (1) of section 148 of the Companies Act, 2013 is being duly maintained by the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act your Directors appointed M/s. Hemant Singh & Associates, Company Secretaries to undertake the Secretarial Audit of your Company for FY 2018-19. The Secretarial Audit Report in Form MR-3 for FY 2018-19 is annexed as âAnnexure Bâ to this Report.

Further in compliance with Regulation 24A of Listing Regulations, Secretarial Compliance Report for the year ended 31 March 2019, issued by M/s. Hemant Singh & Associates, Company Secretaries is annexed as âAnnexure Câ to this Report. The same was filed with stock exchanges (BSE & NSE) on 29 May 2019.

There were no qualifications, reservations, observations or adverse remarks made by the Auditors in their report.

DIRECTORSâ RESPONSIBILITY STATEMENT

Your Directors state that:

I. in the preparation of the annual financial statements for the year ended 31 March 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II. 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 the end of the financial year 31 March 2019 and of the profit of the Company for that period;

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

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

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

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

SUBSIDIARIES/JOINT VENTURE COMPANY

GE Power Boilers Services Limited (âGEPBSLâ) is a wholly owned subsidiary of the Company. It is a non-material non-listed Indian subsidiary. It was initially engaged in the business services related to boilers. From the year 2005 it has primarily earned only other income. The aforesaid subsidiary did not have any business operations during the year. During FY 2018-19, GEPBSL had a total income of RS. 1.4 million (Previous Year - RS. 3.1 million) along with loss after tax of (RS. 6.6 million) (Previous Year - H 0.5 million). As at 31 March 2019, GEPBSLâs accumulated losses of (RS. 40.1 million) have eroded its paid up equity capital of RS. 3.4 million.

Your Company has a Joint Venture (âJVâ) with ALSTOM Transport S.A. (âATSAâ) in the name of Alstom Systems India Private Limited. The role of your Company in the JV is limited only to equity participation not exceeding 5% (not exceeding RS. 80 million) and that of ATSA is 95% or more. Your Company is not responsible for the execution and day-to-day management of the transport operations specific to this Project.

In compliance with the first proviso to sub-section 3 of section 129 of the Act a statement containing salient features of the financial statement of Companyâs subsidiary for FY 2018-19 in the prescribed format Form AOC-1 is as under :-

(Rs. in million)

Part A Subsidiaries
Name of the subsidiary	The date since when subsidiary was acquired	Share capital	Reserves and surplus	Total assets	Total liabilities	Invest ments	Turnover Profit/ (loss) before taxation	Provision for taxation	Profit/ (loss) after taxation	Proposed Dividend	Extent of shareholding (in %)
GE Power Boilers Services Limited	31-10-2002	3.4	(40.1)	3.8	40.6		- (1.9)	4.8	(6.6)		100

Reporting period for the subsidiary is same as holding Companyâs reporting period i.e. from 1 April to 31 March. The above-mentioned subsidiary is not a foreign subsidiary and its reporting currency is Indian Rupee (H)

Part B Associates and Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures - Not applicable

PROMOTER SHAREHOLDING

The Promoter of the Company Alstom India Tracking BV. (formerly Alstom Finance B.V.) holds 46,102,083 equity shares constituting 68.58 % of the paid-up capital of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with provisions of Section 129 of the Act and Listing Regulations, as amended, your Company has prepared Consolidated Financial Statements in accordance with the requirements of Ind-AS Rules. The Audited Consolidated Financial Statements along with the Auditorsâ Report thereon forms part of this Annual Report.

Further, as per the fourth proviso of Section 136(1) of the Act, Audited Financial Statements of the subsidiary company have been displayed on the website of the Company viz. www.ge.com/in/ge-power-india-limited

Members interested in obtaining a copy of audited financial statements of the subsidiary company may write to the Company Secretary of the Company.

VIGIL MECHANISM

Your Company is committed to best Corporate Practices based on the principle of transparency, accountability, fairness and integrity to create long term sustainable value for its stakeholders. Your Company has in place Vigil Mechanism (Ombuds and Open Reporting Procedure) to provide an avenue to all Stakeholders to report Concerns, whether actual or potential, about integrity violation or violation of law. The Company provides adequate safeguard to the concern raiser. If a Concern Raiser faces any retaliation as a result of reporting a Concern or supporting an investigation, the aforesaid Procedure provides adequate provision to report the incident to the Chairman of the Audit Committee. In addition, your Company has adopted an internal Code of Conduct namely âThe Spirit & The Letterâ (âS&Lâ) which is followed by anyone who works for or represents GE, which includes your Company. During the year, 42 stakeholders'' complaints were received out of whicRs. 42 complaints have been resolved to the satisfaction of the complainants. Out of the total resolved complaints 29% of the complaints were confirmed.

The aforesaid policies are available on the Company''s website viz. www.ge.com/in/ge-power-india-limited

FIXED DEPOSIT

The Company has not accepted any deposits and as such no amount of principal or interest was outstanding as at the end of FY 2018-19.

CREDIT RATING

During the FY 2018-19, your Company obtained rating from ICRA Limited. Summary of the same is provided below:-

Name of the credit rating agency	ICRA Limited
Date on which the credit rating was obtained	20 November 2018
Details of revision in the credit rating
Long Term rating	Revised from AA to AA-. The outlook on the long term rating is Stable
Short- Term rating	Reaffirmed as A1
Reasons provided by	The reason behind downward rating inter-
the rating agency for	alia includes deterioration of credit profit
a downward revision	of General Electric (GE), ultimate holding Company, reduction in order inflow for power equipment manufacturer because of subdued thermal and hydro power industry marked by modest fresh capacity addition plans and decline in Company''s net profitability in H1 FY 2018-19 on the back of exceptional costs related to internal restructuring. Note: The aforesaid assessment was done taking into account inter-alia the facts and figures related to the half year ended 30 September 2018. However, the orderbook and profitability position had noticeably gone up by end of FY 2018-19.

ENVIRONMENT, HEALTH AND SAFETY (EHS)

For your Company safety, health and well-being of employees, contractors and customers are of prime importance. Your Company is governed by its EHS directives and instructions to protect itself and its stakeholders. EHS process is managed in accordance with the highest standards and from time to time, these standards are evaluated. Your Company follows âZero Tolerance Policy''. In addition to this, every stakeholder is authorised to âStop Work'' when there is a potential threat of individual injury / illness or having chances of property damages. All locations have well-equipped healthcare facilities and arrangement for emergencies. Employees at all levels are given trainings so that they have an understanding of EHS requirements and build a culture of safety and well-being.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report is presented in a separate section, which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year, your Company placed Inter-Corporate Deposits (ICDs) of RS. 1,550 million (closing balance) with GE Power Systems India Private Limited and RS. 33.9 million (closing balance) with GE Power Boilers Services Limited. Particulars of the ICDs given are provided in Note no. 15 and Note no. 37 of the Notes to Standalone Financial Statements which forms part of this Annual Report. The rate of interest for aforesaid ICDs were in the range of 7.275% p.a. to 8.7% p.a. All the ICDs were granted in compliance with Section 186 of the Act. The aforesaid ICDs were granted for business purposes only.

Particulars of investments made by your Company have been provided in Note 6 of the Notes to Standalone Financial Statements which forms part of this Annual Report. Your Company has not given any Guarantee during the FY 2018-19, except as specified in the notice of ensuing Annual General Meeting.

RELATED PARTY TRANSACTIONS

During the FY 2018-19, Related Party Transactions as defined under Section 188 of the Act and the Listing Regulations, as amended, were at arm''s length and in ordinary course of business. Your Company has in place a Related Party Transactions Policy. During the FY 201819, your Company entered into material related party transactions, as defined under the Listing Regulations and the Related Party Transaction Policy of the Company, which have been detailed in the notice of the ensuing Annual General Meeting of the Company.

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. During the period under review, your Company did not enter into any Related Party Transaction which may be considered material in terms of Section 188 of the Act and thus disclosure in Form AOC-2 is not applicable to the Company. The disclosures pertaining to transactions with Related Parties in compliance with applicable accounting standards have been provided in Note 37 of the Notes to Standalone Financial Statements.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings & outgo as stipulated under Section 134(3)(m) of the Act is annexed as âAnnexure Dâ 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 and contract execution, operational and financial, environment, health and safety, reputation and image, currency fluctuation, compliance etc. The framework of Internal Financials Controls (IFC) complements the Policy by scientifically identifying, scoping and mapping risks to significant divisions. Risk matrices that map controls against risks in each area, are evaluated periodically. There exists an objective rating criteria for observations and time bound mitigations that are monitored. 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 your Company.

REPORTING UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

GE is an equal opportunity provider organization that consciously strives to build a work culture that promotes the dignity of all employees. In compliance with the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder the Company has in place a policy on Sexual Harassment at workplace. The Company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. During FY 201819, the Company conducted awareness programmes at its various locations in respect to sexual harassment at work place. No case was reported relating to sexual harassment during the FY 2018-19.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Board of Directors of your Company is satisfied with the internal financial control process with reference to the financial statements. 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.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed as ''Annexure E'' to this Report and is also available on the Companyâs website viz. www.ge.com/in/ge-power-india-limited

PARTICULARS OF EMPLOYEES

The information as required under Section 197 of the Act in respect of employees of the Company is annexed as âAnnexure Fâ to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed against your Company by the regulators or courts or tribunals during the FY 2018-19 impacting the going concern status and your Companyâs operations in future.

DISCONTINUED OPERATIONS IN FACTORIES LOCATED AT VADODARA AND SHAHABAD

In view of a slowdown in parts of the power sector, which has led to a rationalization of the workforce of the Company at various stages, to keep costs in line with the existing backlog and operating levels, the Company had opened Voluntary Retirement Schemes (''Schemes'') at various locations for its workmen. Majority of the workmen participated in such schemes at Vadodara and Shahabad; and as a consequence, including the current market situation, it was not viable for the management to operate the factories located at Vadodara and Shahabad, and the said factories were closed with effect from 27 August 2018 and 11 October 2018 respecively.

In view of closure of two factories situated at Maneja (Vadodara) and Shahabad, the management is exploring and evaluating various options to dispose of the land and building, including machinery and equipment related to these factories, subject to necessary approvals.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of FY 2018-19 and the date of the report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate social responsibility and inclusiveness are part of GEâs sustainability strategy. Diversity, efficient resources management, climate change and engaging our partners in the process of sustainability are part of the overall agenda. Through employee volunteering, sustainability goals, contribution by our global Foundation and country CSR efforts, GE as a group has endeavored to prioritise commitment towards sustainable and inclusive development.

Your Companyâs CSR efforts with local communities during the year were focused on the projects on village development, sanitation & hygiene, livelihoods, skills development and farm productivity, access to basic healthcare and support to socio-economically vulnerable population were given continued support.

Key initiatives which your Company has been engaged in FY 2018-19 are as follows:

Villages and Community Development

In Durgapur and Shahabad your Company deployed two mobile medical health units (MHU) to provide basic healthcare to the people and cater to the essential health care needs, enhance the health status and creates awareness amongst the underprivileged and needy senior citizen. MHU provides for essential diagnostic tests, free medication, preventive health care checks and health awareness activities. During FY 2018-19, the project served more than 12,000 patients in Durgapur and 18,000 patients in Shahabad.

In Durgapur, your Company has worked to develop livelihood, electricity and healthcare facilities for the people suffering from leprosy in the leprosy colony. The support provided by your Company had made huge impact on the lives of the underprivileged people.

Community sanitation

Your Company has partnered with Sulabh International to construct a community sanitation structure at Ghaziabad that would benefit both men and women.

Livelihoods and Income-Generation Programmes

Your Company continued its ongoing programmes on sustainable income-generation and livelihood support.

A vocational skills programme was completed in partnership with National Skill Development Fund and National Skill Development Corporation at Vadodara and Shahabad. The project was focused on training women in sewing machine operation, general duty assistant in hospitals and vermicomposting, benefitting 500 women to improve their economic prospects as a result of the training.

In compliance with the provisions of Section 135 of the Act, your Company has constituted a CSR Committee and has made spendingâs towards CSR activities during FY 2018-19. The Annual Report on CSR activities is annexed as âAnnexure -Gâ to this Report.

INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Pursuant to Section 124(6) of the Act, such shares in respect of which dividend has remained unpaid or unclaimed for seven consecutive years shall be transferred to Demat account maintained by IEPF Authority. In accordance with the aforesaid provisions 8,869 equity shares of the Company were transferred to the Demat account maintained by IEPF Authority.

The dividend accruing on 116,324 equity shares (already transferred to IEPF as on 31 March 2018) was credited to the account of IEPF Authority.

Details of year wise amount of unpaid/unclaimed dividend lying in the unpaid account which are liable to be transferred to the IEPF Authority and the due dates for such transfer form part of the notes to notice of ensuing Annual General Meeting of the Company.

As on 31 March 2019, 19,217 equity shares were eligible to be transferred to IEPF Authority after 1 September 2019. Accordingly, the Company vide letter dated 14 May 2019 has already written to such shareholders to claim dividends which stand unpaid/unclaimed for the last seven consecutive years i.e. since FY 2011-12, to claim dividend on or before 01 September 2019. Thereafter the dividend for the year mentioned above shall be transferred to the IEPF and the corresponding eligible shares shall also be transferred to demat account maintained by IEPF.

BUSINESS RESPONSIBILITY REPORT

As per the Listing Regulations top five hundred listed entities based on market capitalization are required to provide Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective, Stakeholder relationship and Customer relationship. In compliance with the aforesaid Regulations, the Business Responsibility Report of the Company is annexed as âAnnexure H'' to this Report.

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 employees. Your Directors acknowledge with gratitude the encouragement and support extended by the valued shareholders and the Promoters of the Company.

For and on behalf of the Board of Directors

Vishal Keerti Wanchoo

Place: Noida Chairman & Non-Executive Director

Date: 27 May 2019 (DIN 02776467)

Mar 31, 2018

Dear Shareholders,

The Directors present the 26^th Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31 March 2018 (âFY 2017-18'')

FINANCIAL HIGHLIGHTS

(RS, in million)

Particulars	Year ended	Year ended
	31 March 2018	31 March 2017
Profit/(Loss) before exceptional items, tax, interest and depreciation	2,595.0	1,908.7
Less: Interest/Finance Costs	237.3	508.3
Less: Depreciation and amortization expense	508.0	597.9
Profit/ (loss) before exceptional items and tax	1,849.7	802.5
Exceptional item	1,427.0	518.0
Profit/ (loss) before tax	422.7	284.5
Provision for taxation
- Current tax	583.5	154.0
- Tax related to earlier years	8.9	77.1
- Deferred tax charge/ (credit)	(435.3)	50.5
Profit/ (loss) after tax	265.6	2.9
Balance brought forward from previous year in the statement of profit and loss	5,111.5	5,108.6
Profit available for appropriation	5,377.1	5,111.5
Appropriations
a) Transferred to General Reserve	-	-
b) Dividend paid	201.7	-
c) Corporate Dividend Tax (Net) paid	41.1	-
Balance carried forward to Balance Sheet	5,134.3	5,111.5
Proposed Dividend	201.7	201.7

DIVIDEND

In compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe Listing Regulationsâ), as amended from time to time, your Company has adopted a Dividend Distribution Policy. This policy specifies the parameters of distribution of dividend with objective of delivering sustainable value to its stakeholders. The Dividend Distribution Policy of the Company is annexed as âAnnexure A'' to this Report.

Your Directors are pleased to recommend a dividend of RS,3/- per equity share ( i.e. 30% of the face value of H10/-each) for FY 2017-18 amounting to RS,243.1 million (including Corporate Dividend Tax of RS,41.5 million).

TRANSFER TO RESERVES

No amount was transferred to reserves during FY 2017-18.

STATE OF COMPANYâS AFFAIRS Operations - The year in review

Electricity is one of the most important engines of growth. Access to affordable electricity improves quality of lives of citizens of any economy. It also opens up avenues of further growth for the economy by improving productivity, and enabling new industrial activities. Your company is focused on this enduring purpose, and is well positioned to be a vital part of the India growth story.

Presently, as per BP Statistical Review of world Energy, India is the 3rd largest consumer of energy and electricity in the world. Inspite of this not all Indian citizens have access to power. Per capita consumption of electricity has improved from 632 units in 2005-06 to ~1200 units in 2017-18. Still, India is ranked very low vis-a-vis other large economies such as China, where per capita consumption is >4000 units per annum. With ~15% of the Indian population having no access to grid connected electricity, and lack of credible reserve margin, India is bound to witness a substantial âincrease'' in demand for electricity in the coming years.

Your company is focused in the largest portion of the India''s power generation. Currently, of the total installed base (IB) of ~344GW (March 2018, CEA), coal comprises ~57%, large hydro ~13%, Wind ~10%, Gas ~7%, Solar ~6%, other renewable ~4% and Nuclear ~2%. The generation mix however, is quite different with >80% coming from thermal power plants, and ~10% generation from large hydro power plants.

Conventional sources of electricity are being challenged by a global focus on climate change, which the Government of India (GoI) has vigorously supported through an extensive renewable energy installation program, especially Solar and Wind. This has resulted in renewable sources capturing a significant share of the growth, resources, and available funds for the power sector in the market. While the share of renewable in the Indian electricity mix will increase over time, conventional sources will remain vital to meet the energy requirements of the growing economy. In fact, their role will evolve in increasingly important ways:

1. Ordering of high efficient, low emission supercritical thermal power generation plants will continue for the foreseeable future. During FY2018, orders were placed for ~9GW, and the recently published National Electricity Plan indicates that level will persist, with retirements and replacement of old thermal power plants expected to drive the market.

2. By 2022, existing Thermal power plants will become as clean as any in the world - as defined by local pollutants such as SOx and NOx - when outfitted with Air Quality Control technology following GoI''s emission norms.

3. Efficiency enhancements are poised to happen across the country, improving overall plant efficiency, slashing fuel usage and cost, boosting megawatt output, and extending unit life. Furthermore, we see a major reduction in CO₂ emissions.

4. Thermal power stations will be called upon to increasingly âbalanceâ the grid when the wind does not blow or the sun does not shine. This positions these stations as essential enablers to the increase of Renewable sources.

5. There is a role for Hydro in India''s power mix. Hydro Pump-Storage Power (PSP) plants are a proven solution, and will present a growth opportunity as a balancing source. There has also been encouraging developments in large hydro projects in the last fiscal year with approximately 1GW ordered, and approximately 2GW already tendered.

Your Company, with more than 100 years of experience in the Indian market, and proven technological leadership, is well-positioned to meet the demand for the power generation market in India. We believe in the people who work every day in India''s thermal and hydro sector; they are ready to make conventional generation sources a relevant, leading part of the sector''s cleaner future.

BOILERS

Your Company''s execution Unit at Noida & manufacturing shop at Durgapur, West Bengal, is capable of manufacturing Supercritical & Ultra Supercritical Boilers equipped with the latest manufacturing technologies. Your Company, in partnership with BHEL, accomplished the following milestones in the FY 2017-18:

Commercial Operation Declaration achieved for o 800 MW Unit-2 at RPCL Yermaras o 660 MW Unit-3 at PPGLC Bara o 660 MW Unit-4 at Mouda.

Construction Progress at 2x500 MW Tower Boiler at Neyvelli o Significant erection progress at Indiaâs first 2x500 MW Tower Boiler site at Neyveli - Commercial Operation declaration of one 500 MW unit is expected in fiscal 2018-19.

Key manufacturing progress on ongoing projects with BHEL-GE partnership projects:

2x800 MW North Chennai - Boiler Pressure Parts were dispatched 2x660 MW - Ennore - Boiler Pressure Parts were dispatched

- 2x800 MW - Telangana - Boiler Pressures were dispatched

- All Pressure Parts detailed design associated with all the projects above & 2x800 MW Uppur

Condenser : First Condenser from Durgapur Factory

Your Company''s manufacturing shop at Durgapur, West Bengal, has first time designed & manufactured Condenser for 800 MW Telangana thermal power Project. This is a huge accomplishment for development of a new complex product for thermal power station.

Progress on CEL II 1 x 150 MW Sihanoukville, Cambodia:

- Your Company is executing the first CFB Boiler fully designed and manufactured. The Project is in advanced stage of manufacturing and Steel and Pressure Parts have started reaching the site and Erection has started for Steel.

Completed Basic and detailed design Engineering and in advanced stage of manufacturing stage of Pressure Parts and various Steel structures.

Completed major supplies of Boiler items - Boiler Structural Anchor Bolts, Boiler Steel Structural items up to Tier 2, Coal Silos, Part of Duct material, etc.

Started manufacturing of 500 MT of pressure parts & started dispatches from the Durgapur Factory.

New orders from BHEL-GE partnership:

- 2x660 MW Coal Based Ennore SEZ Supercritical Thermal Power Project at Tamil Nadu, India

- 2x660 MW Coal Based Maitree Super Thermal Power Project at Rampal Dist. Bagerhat, Bangladesh.

MILLS

Your Company executed the following key milestones in the FY 2017-18:

Delivered 5 Mills for Unit-2 of Hassyan Energy PJSC - 4x660 MW Clean Coal Power Plant, Dubai Electricity & Water Authority, Dubai.

Delivered 8 Mills for 1x660 MW Harduaganj Project of UPRVUNL in the state of Uttar Pradesh.

ENVIRONMENT CONTROL SYSTEM

- Delivered 3 Mills for Arvos Energy India Private Limited (formerly OAK Energy India Private Limited) for Pt. Pln (Persero), Bukit Asam, Indonesia.

- Delivered 2x660 MW Project in Karabiga, Turkey in operation under full load for last 5 months - Performance testing expected in early part of fiscal 2018-19.

Your Company received/achieved the following new orders/milestones in the FY 2017-18 :

Flue Gas Desulphurization (FGD) system at Phase-I (2X800 MW) of its Super Thermal Power Project (STPP) in Telangana

Performance test conducted for ESP supplied for customers - RINL Vizag, GSECL Ukai, Vedanta Aluminum etc.

Supply of multiple domestic projects:

- 2 ESP units with retrofit materials of existing ESP for Iffco Paradeep project.

- 3 new ESP units and 2 existing ESP retrofit materials for Birla Satna plant.

- ESP and RABH material supply for Shree Cement plant at Rajipur, Aurgangabad plant.

- 1 new ESP and 2 ESP retrofit material supply for Tata Jojobera plant.

Supply for multiple International projects like

- 4 ESP materials for 2x600 MW Safi project at Morocco,

- 2 ESP materials for 660 MW Mae Moh plant at Thailand.

- 4 ESP materials for 2x900 MW Opole Project at Estonia

- 1 ESP part materials for Copper smelter plant of Olympic Dam project at Australia

Some more milestones achieved by your Company:

Vindyachal: Successfully commissioned the first limestone-based WFGD (wet flue gas desulphurization) at NTPCâs 500MW power plant at Vindhyachal , Madhya Pradesh. NTPC has issued the Completion of facility certificate.

Ghatampur ESP: First 660 MW ESPs from L&T Mitsubishi Boiler (LMB) for NUPPL Ghatampur project (a JV of NLC and UPRVUNL). The project includes Design & Engg, Manufacturing & Supply and Construction & Commissioning of 18 ESP units for 3x660 MW Coal Fired Power Plant.

Jawaharpur ESP: Major order win for 660 MW ESPs from Korean EPC Doosan Power Systems India for UPRVUNL Jawaharpur. The project includes Design & Engg, Manufacturing & Supply and TFA for Construction & Commissioning of 12 ESP units for 2x660 MW Coal Fired Power Plant.

Obra ESP: Major order win for 660 MW ESPs from Korean EPC Doosan Power Systems India for UPRVUNL Obra EPC bid. The project includes Design & Engg, Manufacturing & Supply and TFA for Construction & Commissioning of 12 ESP units for 2 x 660 MW Coal Fired Power Plant.

POWER SERVICES

Within the energy basket, coal is likely to remain the mainstay of India''s energy mix, even as the country moves towards implementing and deploying renewable technology. The country is endowed with easily accessible and abundant coal reserves (fifth largest globally), which are adequate to meet the energy requirements of the Indian economy for the foreseeable future. Importantly, coal based generation, the cheapest and most reliable source of electricity in India, accounts for about 60% of the installed capacity and over 70% of our total electricity generation. The plant utilization (PLF) of coal based plants which was declining for a number of years has stabilized, and as per NEP, this will remain stable through 2027. This implies that a significant amount of generation will come from Coal plants, which will drive higher levels of spending on O&M. This is one of the growth areas identified by Your Company.

As per estimates of various agencies, India was the 3rd largest CO₂ emitter and one of the largest SOx, NOx and PM emitter in the world in 2015. The power sector is one of the biggest contributors to these emissions. The efficiency of coal-fired power plants in India is very low, and there is an opportunity to retrofit existing coal-fired power plants to increase their efficiency, and reduce their carbon emission level. About 80% of the power continues to be generated by subcritical units, where there is a substantial potential to improve performance, which will help reduce the variable cost of operations of these units. There are various retrofit options available for these units. For instance, a case study of a successful retrofit execution of steam turbine shaft line in India demonstrated over 14% heat rate improvement at the Gujarat State Electricity Corporation''s (GSEC) Ukai unit (Equivalent to ~162,000 Indian vehicles being taken off the road). These efficiency improvement projects can help India in achieving a 33 to 35 percent reduction in the emissions intensity of the country''s GDP by 2030, as per the commitment made per the global treaty.

Your Company is well placed to address customersâ specific needs and improve the power plant efficiency and reduce emission levels from coal-based thermal power plants. Following are the order wins & milestones achieved by Your Company in FY 2017-18

- Won order from NTPC for Supply, Dismantling & Erection of PSH-IV, CSH & LPRH -II package for Barh Super Thermal Power Project, Stage I (3X660 MW)

- Won order from NTPC for Supply of Renovation & Retrofitting of Electro Static Precipitator Package for Feroze Gandhi Unchahar Thermal Power Project, Stage -II (2X210 MW) and commenced supply of material for the same.

- Won order from HPGCL for revival and repair work of Electro Static Precipitator including supply of spare of 2X300 MW unit I & II, DCRTPP, Yamuna Nagar and supplied material for the same.

- Won order from NTPC for Supply of Grinding Elements for Coal Mill 12E10 of Stage I.

- Started supplies for retrofit project of 3X200MW Ansaldo Steam Turbines for NTPC Ramagundam to improve efficiency and output.

- Commissioned Wanakbori 210MW Thermal Power Station under the R&M project of Gujarat State Electricity Corporation GSECL.

- Successfully completed the major boiler upgrade at IFFCO Phulpur, Allahabad, increasing the operating steam pressure and temperature to meet the customer requirements. First in India.

GAS POWER SYSTEMS

The Gas Power Systems in your Company is part of the MEI region and is engaged in supporting the MEI Region (Middle East and India) for execution of following projects for the FY 2017-18:

Bhola 2 is a 225 MW Gas based EEP project, where GE is supplying two 6F.03 gas turbines, two HRSG''s and One Steam Turbine and AUX equipment. The project is under execution and managed from Indian Continent Sub Region.

Shajibazar is a 100 MW Gas based EO project, where GE is supplying one gas turbine LMS 100 and allied MSDâs. The project is under execution and managed from Indian Continent Sub Region.

Khulna is a 300 MW Gas based EO project, where GE is supplying one 9F.03 gas turbine and one Steam Turbine and allied MSD''s. The project is managed from Indian Continent Sub Region.

In addition to the above projects, your Company is also involved in providing detailed engineering services; procurement and construction support for several other projects in the region.

Noida Gas Plant engineering is providing support on the basic as well as the detailed engineering work for GPS global projects. Some of the EPC combined cycle projects where GPS Noida Engineering team is involved are Sergipe in Brazil, EVM II in Mexico and Tucuman steam in Argentina. Besides these, there are various Gas Power partner projects such as ALBA and Waad AL Shamal in Middle East, Ghorasal III and Bhola 2 in Bangladesh, Track 4A and Track 4B in Malaysia, Bangkok in Thailand which are currently underway. The Noida team is also involved in NPI support for Fast Power and System engineering in equipment only projects. Additionally, the team is also contributing towards mechanical system and equipment engineering for EEP projects (> 15 projects in engineering and advance release phase for US, Latin America, Africa and South East Asia).

The GPS Noida team is engaged in providing Procurement services for Balance of Plant equipment to global Gas Projects in MEI region. During the year, the team provided procurement services for various Gas Power projects like Alba in Bahrain, Wad Al Shamal in Saudi Arabia, Sabiya in Kuwait, Samawa and Dhiqar in Iraq and Bhola 2 in Bangladesh.

The GPS Noida team is also managing Construction Sites for projects in MEI region. Presently, we have Wad Al Shamal in Saudi Arabia, and Zubair in Iraq being managed by Site personnel from GPS India.

AUTOMATION CONTROLS

Your Company accomplished following milestones in the FY 2017-18:

- NTPC Mouda (2X660MW) Unit-4 and NTPC Solapur (2X660MW) Unit-1 thermal power station Successfully achieved Trial Run & COD (Commercial Operation Date) with GE''s Automation & Controls âPlant Distributed Control Systemâ.

- Automation and Controls was able to strengthen their position in power industry with some key customer wins. Some key deals won included supply and services of Turbine Generator Controls and Excitation systems for Obra (2X660 MW), Jawahapur (2X660 MW) and Excitation systems for Numaligarh Refinery.

HYDRO

While the market for Hydro in India is still waiting for the much awaited new hydropower policy to address regulatory and financial challenges that have stalled many hydro projects, Your Company executed through a difficult market environment.

Following are some key achievements of your Company in FY 2017-18:

Your Company booked a contract with Navayuga Engineering Company Limited for twelve 80 MW vertical semi Kaplan units to be installed at the Polavaram Hydropower Plant, the largest in Southern India. The plant will be operated by the State Government utility APGENCO. The scope of the contract includes the design, engineering, manufacturing, erection, testing and commissioning of the twelve turbines and generators units including most of the Electrical Balance of Plant and Mechanical Balance of Plant.

Your Company booked a Service order from customer Jaiprakash Power Ventures Limited with a scope of design, manufacturing and supply of five nos. fully forged Pelton runners with coating, for 4x100 MW Vishnuprayag project located in the Uttarakhand state of India.

Other milestones:

Your Company commissioned the Thac Mo 75 MW Hydropower Plant located in the Binh Phuoc Province of Vietnam. It has obtained the Provisional Acceptance Certificate from Hydro Power Management Board No. 6, a branch of Electricite du Vietnam (EVN). This followed the successful synchronization to the grid that had happened in July 2017, fully on schedule. The contract is the extension of the Thac Mo hydropower plant that supplies power to the national grid of EVN, covering the southern part of Vietnam.

This project, the first executed in Vietnam by your Company, will become a strong reference in the South East Asia hydropower industry. Since then, your Company has got one more opportunity to collaborate with EVN, when the company was awarded in 2016, an EPC contract for Da Nhim HPP Extension (1x80 MW). The project is running on schedule and is expected to be commissioned in FY18.

- Shuakhevi hydro power project, Georgia - your Company has successfully synchronized the two Francis machines of 89 MW each to the grid, which is now ready to generate electricity. It was a critical event as it was the first Compact High speed Turbine of 89 MW with a speed of 600rpm; and the site team of GE achieved the success in the presence of the customer. The Shuakhevi hydro power project is one of the largest foreign direct investment projects in Georgia to date.

Your Company has another reference at Sikkim state of India with 2x48.5 MW Tashiding project, as the team synchronized itâs two Francis machines at the Tashiding project site on 14 October 2017. The other three successful references being Chuzachen (2x55 MW Francis), Jorethang (2x48 MW Francis) and Dikchu (2x48 MW Francis). The machines of Tashiding project were made ready for wet commissioning within 9 months from pit handover and both the machines were synchronized within 24 hours. Customer issued the âOperation Acceptance Certificateâ on 23 November 2017 (38 days from final synchronization) on achieving the âGuaranteed Efficiency and Outputâ successfully. Tashiding is the 2nd project being executed by your Company for the same customer first one being Jorethang HEP.

Power Plants are a complex integration of power systems, thereby creating challenging conditions for control, and most plants are often not operated at optimal levels. A typical power plant generates more than 1 TB of data, and less than 2% of this data is used. There is a significant opportunity to capture and analyze this data, and provide insights which will enable power plant operators to make better decisions to optimize plant performance. Implementation of digital solutions will result in plants achieving lower emissions, heat rate improvements by at least 1%, (Equivalent to taking ~2.5 Million vehicles off the road) reduced maintenance expenses and higher plant availability. Industrial internet solutions along with integrated retrofit solutions should be applied to all power plants which have a substantial useful life, but are not performing at the desired levels.

Way forward

Within the energy basket, coal is likely to remain the mainstay of India''s energy mix even as the country moves towards mainstreaming renewable. As a step in this direction, the GoI has taken several initiatives such as scaling up the renewable energy capacity addition target to 227GW by 2022, deploying the Perform, Achieve and Trade (PAT) scheme for energy efficiency improvements across key energy intensive sectors and adopting new stricter pollution standard norms for SOx, NOx, PM, Hg & water consumption for thermal power plants in India. Given the need to balance the growing environment concerns with the objective of providing affordable power to its citizens, it is important for India to manage coal plants with a holistic approach. There are cases where plants are strong candidates for an efficiency improvement or for flexible operations, and for these cases, an integrated approach to address emissions with flexibility/ efficiency retrofit is needed.

These solutions along with the latest digital technologies will ensure coal-based power plants will continue to be the mainstay of India''s power system supplying affordable and reliable power to all Indian citizens, and meeting the growth aspirations of the Indian economy.

DIRECTORS

The Board of Directors, in compliance with Section 161 of the Companies Act, 2013 (âthe Act'') read with the Articles of Association of the Company and upon recommendation of Nomination and Remuneration Committee, appointed:

Mr. Vishal Keerti Wanchoo as an Additional Director and Chairman of the Company w.e.f. 30 May 2017.

- Mr. Sanjeev Agarwal as an Additional Director and Whole-time Director of the Company w.e.f. 30 May 2017.

- Mr. Andrew H DeLeone as an Additional Director of the Company w.e.f. 20 June 2017.

The aforesaid appointments were regularized at the 25^th Annual General Meeting of the Company held on 31 July 2017.

In compliance with Sections 196 and 203 of the Act read with Schedule V and other applicable provisions of the Act and the Articles of Association of the Company, Mr. Andrew H DeLeone was appointed as Managing Director of your Company w.e.f. 1 August 2017 till 31 July 2020 subject to the approval of the members and such other approvals as may be required.

In compliance with the provisions of the Act and the Articles of Association of the Company, Mr. Sanjeev Agarwal, Whole-time Director shall retire by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

Pursuant to Section 149 of the Act and Regulation 25 of the Listing Regulations Independent Directors, viz. Dr. Uddesh Kumar Kohli, aged about 77 years and Mr. Arun Kannan Thiagarajan, aged about 73 years were appointed at the 22^nd Annual General Meeting held on 25 July 2014 for a period of 5 consecutive years up to 24 July 2019 and Ms. Neera Saggi, aged about 62 years, was appointed at the 24^th Annual General Meeting held on 29 July 2016 for a period of 5 consecutive years up to 13 June 2021. Hence the aforesaid Independent Directors are not liable to retire by rotation. However, in compliance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 approval of the members of the Company is required for the continuation of directorship of Dr. Uddesh Kumar Kohli as Non-Executive & Independent Director, who has exceeded the age of 75 years.

All the three Independent Directors have declared that they meet the criteria of independence as laid down under Section 149(6) of the Act.

The particulars in respect of directors seeking appointment/ re-appointment/continuation of directorship as required under regulation 36(3) of Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India forms part of the Corporate Governance Report. Your Board recommends their appointment/re-appointment/ continuation of directorship.

Mr. Rathindra Nath Basu and Mr. Ashok Ganesan have taken Global role in GE, in view of the same, Mr. Rathindra Nath Basu resigned from the position of Chairman and Non-Executive Director of the Company w.e.f. close of business hours on 29 May 2017 and Mr. Ashok Ganesan resigned from the office of Managing Director of the Company w.e.f. close of business hours on 31 May 2017 and from the position of Director w.e.f. 20 June 2017. Mr. Alain Christian Spohr superannuated from the Group and accordingly resigned from the position of NonExecutive Director of the Company w.e.f. 30 May 2017. The Board places on record its appreciation for the valuable contributions made by them during their tenure.

MEETINGS OF BOARD AND ITS COMMITTEES

The Board meets at regular intervals to discuss on Company/businessâs policy, strategy and financial results apart from other Board business. 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 maximum interval between any two Board Meetings did not exceed 120 (one hundred and twenty) days.

The Companyâs Board has the following Committees:

Audit Committee (AC)

Nomination and Remuneration Committee (NRC)

Corporate Social Responsibility Committee (CSR)

Stakeholders Relationship Committee (SRC)

The details of composition, meetings and attendance at the meetings of Board and its committees namely AC, NRC, SRC held during FY 2017-18 and its terms of reference are provided in Corporate Governance Report which forms part of this Report.

The Secretarial Standard on Meetings of the Board of Directors (SS-

1) the and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India have been duly complied.

AUDIT COMMITTEE

Your 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 Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing Regulations, as amended. There were no recommendations made by the Audit Committee which were not accepted by the Board. There were no frauds reported by Auditors of your Company under sub-section 12 of section 143 of the Act for the FY 2017-18.

The Board of Directors reconstituted the Audit Committee w.e.f 12 June 2017. Mr. Vishal Keerti Wanchoo was inducted as a member of the Audit Committee in place of Mr. Rathindra Nath Basu.

NOMINATION AND REMUNERATION POLICY

Your 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 and determine the integrity, qualification, expertise and experience of persons who are qualified to become Directors or who may be appointed in senior management and/or as Key Managerial Personnel of the Company. This policy lays down the guidelines relating to appointment and remuneration for Executive Directors, Non-Executive Directors/ Independent Directors, Key Managerial Personnel and Senior Management. The Nomination and Remuneration Policy is annexed as âAnnexure B'' to this Report.

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, 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 held during the year. 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 the Board meeting. More details on the same including the evaluation mechanism are provided in the Corporate Governance Report which forms part of this Annual Report.

AUDITORS AND AUDIT REPORT Statutory Auditors

The Statutory Auditors of the Company, M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration Number - 101248W/W-100022) were appointed at the 24^th Annual General Meeting of the Company to hold office for a term of 5 (five) consecutive years until the conclusion of the 29^th Annual General Meeting of the Company.

Cost Auditors

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended, your Directors, on the recommendation of the Audit Committee, appointed M/s. Shome & Banerjee, Cost Accountants as Cost Auditors of your Company for the FY 2018-19 to carry out the cost audit for the applicable business at a remuneration of H3,00,000/- (Rupees Three Lacs only) plus applicable taxes and reimbursement of out of pocket expenses. A Certificate from M/s. Shome & Banerjee, Cost Accountants has been received to the effect that their appointment as Cost Auditors of the Company, would be in accordance with the limits specified under Section 141 of the Act and Rules made there under.

As required under the Act, 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 membersâ ratification for the remuneration payable to M/s Shome & Banerjee, Cost Accountants for the FY 2018-19 at the ensuing Annual General Meeting.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, your Directors appointed M/s. Hemant Singh & Associates, Company Secretaries to undertake the Secretarial Audit of your Company for FY 2017-18. The Report of the Secretarial Auditor for FY 2017-18 is annexed as âAnnexure C'' to this Report.

There were no qualifications, reservations, observations or adverse remarks made by the Auditors in their report.

DIRECTORSâ RESPONSIBILITY STATEMENT

Your Directors state that:

I. in the preparation of the annual financial statements for the year ended 31 March 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II. such accounting policies have been selected and applied consistently and made such judgments 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 the end of the financial year 31 March 2018 and of the profit of the Company for that period;

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

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

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

SUBSIDIARIES/JOINT VENTURE COMPANY

GE Power Boilers Services Limited (formerly ALSTOM Power Boilers Services Limited) (âGEPBSLâ) is a wholly owned subsidiary of the Company. It is a non-material non-listed Indian subsidiary since its turnover or net worth (i.e. paid up capital and free reserves) did not exceed 20% of the consolidated turnover or net worth respectively of the Company in the FY 2017-18. It was initially engaged in the business services related to boilers. From the year 2005 it has primarily earned only interest/other income. The aforesaid subsidiary did not have any business operations during the year. During FY 2017-18, GEPBSL had a total income of H3.1 million (Previous Year - RS,1.7 million) along with profit after tax of RS,0.5 million ( Previous Year - (RS,27.5 million)). As at 31 March 2018, GEPBSLâs accumulated losses of RS,33.5 million have eroded itâs paid up equity capital of H3.4 million.

Your Company has a Joint Venture (âJVâ) with ALSTOM Transport S.A. (âATSAâ) in the name of Alstom Systems India Private Limited. The role of your Company in the JV is limited only to equity participation not exceeding 5% (not exceeding H80 million) and that of ATSA is 95% or more. Your Company is not responsible for the execution and day-to-day management of the transport operations specific to this Project.

In compliance with first proviso to sub-section 3 of section 129 of the Act read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statement of Company''s subsidiary in the prescribed format Form AOC-1 is as under :-

Part A Subsidiaries

Name of the subsidiary

The date since when subsidiary was acquired

Share

capital

Reserves

and

surplus

Total

assets

Total

liabilities

Invest- Turnover ments

Profit/

(loss)

before

taxation

Provision

for

taxation

Profit/

(loss)

after

taxation

Proposed

Dividend

Extent of shareholding

(in %)

GE Power Boilers Services Limited

31-10-2002

3.4

(33.5)

9.5

39.6

0.5

100%

Reporting period for the subsidiary is same as holding Company''s reporting period i.e. from 1 April to 31 March. The above-mentioned subsidiary is not a foreign subsidiary and its reporting currency is Indian Rupee (H)

Part B Associates and Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures - Not applicable

PROMOTER SHAREHOLDING

On 02 May 2017, GE Energy Europe BV sold its entire shareholding of 13,789 equity shares of H10/- each (equivalent to 0.02% of the paid up share capital) to another existing promoter of the Company i.e. ALSTOM India Tracking B.V. On account of this transaction GE Energy Europe B.V has ceased to be a promoter of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with provisions of Section 129 of the Act read with the Companies (Accounts) Rules, 2014 and Listing Regulations, as amended, your Company has prepared Consolidated Financial Statements in accordance with the requirements of Ind-AS Rules. The Audited Consolidated Financial Statements along with the Auditors'' Report thereon forms part of this Annual Report.

Members interested in obtaining a copy of audited financial statements of the subsidiary company may write to the Company Secretary of the Company.

VIGIL MECHANISM

Your Company is committed to best Corporate Practices based on the principle of transparency, accountability, fairness and integrity to create long term sustainable value for its stakeholders. Your Company has in place Vigil Mechanism (Ombuds and Open Reporting Procedure) to provide an avenue to all Stakeholders to report Concerns, whether actual or potential, about integrity violation or violation of law. In addition, your Company has adopted an internal Code of Conduct namely âThe Spirit & The Letterâ (âS&Lâ) which is followed by anyone who works for or represents GE, which includes your Company. During the year, 40 stakeholders complaints were received out of which 38 complaints have been resolved to the satisfaction of the complainants as at 31 March 2018 and the remaining 2 are under process. Out of the total resolved complaints 40% of the complaints were confirmed.

The aforesaid policies are available on the Companyâs website viz. www.ge.com/in/ge-power-india-limited

FIXED DEPOSIT

The Company has not accepted any deposits and as such no amount of principal or interest was outstanding as at the end of FY 2017-18.

ENVIRONMENT, HEALTH AND SAFETY (EHS)

For your Company, safety, health and well-being of employees, contractor and customer is of prime importance. Your Company is governed by its EHS directives and instructions to protect itself and its stakeholders. EHS process is managed by highest standards and from time to time, these standards are evaluated. Your Company follows âNo Harm Policy''. In addition to this, every stakeholder is authorized to âStop Work'' when there is a potential threat of individual injury / illness or having chances of property damages. All locations have well-equipped healthcare facilities and arrangement for emergencies. Employees at all levels are given trainings so that they have an understanding of EHS requirements and build a culture of safety and well-being.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report is presented in a separate section, which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year, your Company placed Inter-Corporate Deposits (ICDs) upto H2,000 million with GE Power Systems India Private Limited (formerly ALSTOM Bharat Forge India Private Limited) H85 million with GE Renewable R&D India Private Limited and H14 million with GE Power Boilers Services Limited. The rate of interest for aforesaid ICDs were in the range of 7.18% p.a. to 8.70% p.a. All the ICDs were granted in compliance with Section 186 of the Act. The aforesaid ICDs were granted for business purposes only.

Particulars of investments made by your Company have been provided in Note 16 of the Notes to Standalone Financial Statements which forms part of this Annual Report. Your Company has not given any Guarantee during the FY 2017-18, except as specified in the notice of Annual General Meeting.

RELATED PARTY TRANSACTIONS

During the FY 2017-18, Related Party Transactions as defined under Section 188 of the Act read with Companies (Meeting of Board and its Powers) Rules, 2014, and the Listing Regulations, as amended, were at arm''s length and in ordinary course of business. Your Company has in place a Related Party Transactions Policy. During the FY 2017-18, your Company entered into material related party transactions, as defined under the Listing Regulations and the Related Party Transaction Policy of the Company, which have been detailed in the notice of the ensuing Annual General Meeting of the Company.

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. During the period under review, your Company did not enter into any Related Party Transaction which may be considered material in terms of Section 188 of the Act read with Companies (Meeting of Board and its Powers) Rules, 2014, as amended, and thus disclosure in Form AOC-2 is not applicable to the Company. The disclosures pertaining to transactions with Related Parties in compliance with applicable accounting standards have been provided in Note 38 of the Notes to Standalone Financial Statements.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings & outgo as stipulated under Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014, as amended, is annexed as âAnnexure D'' 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 and contract execution, operational and financial, environment, health and safety, reputation and image, currency fluctuation, compliance etc. The framework of Internal Financials Controls (IFC) complements the Policy by scientifically identifying, scoping and mapping risks to significant divisions. Risk matrices that map controls against risks in each area, are evaluated periodically. There exists an objective rating criterias for observations and time bound mitigations that are monitored. 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 your Company.

REPORTING UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

GE is an equal opportunity provider organisation that consciously strives to build a work culture that promotes the dignity of all employees. In compliance with the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place a policy on Sexual Harassment at workplace. During FY 2017-18, the Company conducted awareness programmes at its various locations in respect to sexual harassment at work place. No case was reported relating to sexual harassment during the FY 2017-18.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

EXTRACT OF ANNUAL RETURN

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

PARTICULARS OF EMPLOYEES

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed against your Company by the regulators or courts or tribunals during the FY 2017-18 impacting the going concern status and your Company''s operations in future.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of FY 2017-18 and the date of the report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility and Inclusiveness are part of your Company''s Sustainability strategy with products, processes and policies that promote the global agenda on sustainable development.

Your Companyâs CSR efforts with local communities during the year were focused on strengthening the projects undertaken by the Company in previous years. Projects on village development, sanitation & hygiene, access to electricity through clean energy, livelihoods, skills development and farm productivity, access to basic healthcare, renovation of school''s infrastructure, and support to socioeconomically vulnerable population were given continued support.

Key initiatives which Your Company has been engaged in are as follows:

Livelihoods and Income-Generation Programmes

Your Company continued its ongoing programmes on sustainable income-generation and livelihood support.

It completed the vocational skill programme in partnership with National Skill Development Fund and National Skill Development Corporation at Vadodara and Shahabad. The project was focused on training women in sewing machine operation, general duty assistant in hospitals and vermicomposting, benefitting 500 women to improve their economic prospects as a result of the training.

More than 1,000 workers benefitted from the project in collaboration with Construction Industry Development Council to Recognize Prior Learning (RPL) of construction workers and certify them after a rigorous testing process. The project was undertaken across 8 active construction sites spread over 7 cities and towns, leading to recognized certification on construction skills for the workers.

Villages and Community Development

Since 2015, your Company has taken up a diversified programme on local community development in Shahabad and Durgapur. The programme provides for comprehensive inputs on strengthening farmer capacity, women empowerment, water and sanitation, schools and children, access to electricity and health services.

More than 200 families benefitted on account of the community sanitation project at Shahabad. An additional 60 homes have benefitted through individual household toilets under the programme.

24 farmers have adopted soil and water conservation methods at Shahabad.

135 farmers are part of the milk dairy society initiative at Shahabad and a farmer producer organization (FPO) is under formation which is expected to benefit more than 1,000 farmers.

Schools infrastructure programme has benefitted around 3,000 children in Shahabad and Durgapur with improved facilities in schools.

Solar lanterns have been distributed to more than 150 children in Shahabad and Durgapur.

Audio-video enabled smart class teaching provided in 5 schools thereby benefitting more than 1,500 children in Shahabad.

As part of the watershed and water conservation programme, drip irrigation, farm bunds and ponds have benefitted 23 farmers in Shahabad.

Four tribal villages in Durgapur have been provided with comprehensive infrastructure support to develop them into model villages. The support consists of water supply, solar street lights, paved roads, community centres and support to tribal culture.

- Serving nearly 20 sites in Durgapur and Shahabad, our mobile medical vans have provided more than 40,000 treatments and about 2,000 treatments are provided every month. The project has not only provided door-step health services, but has also saved healthcare costs of the communities.

In Durgapur, since FY 2016-17 your Company has been working to develop livelihood, electricity and healthcare facilities for the people suffering from leprosy in the leprosy colony comprising of sixty five (65) families. With technical and consultative inputs from Department of Fisheries, West Bengal, your Company has provided for two (2) fish ponds to enable community fishing aimed at sustainable livelihood.

The support also consists of a community development centre.

Energy and Environment

During the year, your Company completed and handed over the 40KW solar rooftop solution to Akshaya Patra Foundation. The solution has reduced the energy bill for the central kitchen of Akshaya Patra Foundation in Vadodara to half.

The vulnerable population of three small villages in Bankura, West Bengal have been provided with a microgrid which supports basic access to electricity, solar street lights and a solar-run information, computers and technology (ICT) centre focused on digital learning for children. The project has been a boon to the people of these villages, resulting in improved safety, more convenience, increased economic activity and time for learning.

Women Empowerment

Besides enabling employability and self-reliance through vocational skilling in Shahabad and Durgapur, your Company has provided a Tata Sumo vehicle to a Girls Home in Greater Noida run by the NGO Udayan Care. The vehicle is helping girls and women travelling from remote areas to the IT and Skill Development Centre as well as in schooling, medical emergencies and other such critical needs of the girls, staying at the Girls Home.

In compliance with the provisions of Section 135 of the Act read with applicable rules, your Company has constituted a CSR Committee and has made sendingâs towards CSR activities during FY 2017-18. The Annual Report on CSR activities is annexed as âAnnexure G'' to this Report.

INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Pursuant to Section 124(5) of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe Rules''), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years. In accordance with the aforesaid provisions, H2,259,540/- was transferred to IEPF on 20 September 2017 in respect of dividend for FY 2009-10.

Pursuant to Section 124(6) of the Act read with the Rules, such shares in respect of which dividend has remained unpaid or unclaimed for seven consecutive years shall be transferred to Demat account maintained by IEPF Authority. In accordance with the aforesaid provisions 116,324 equity shares of the Company were transferred to the Demat account maintained by IEPF Authority.

Further, the Company vide letter dated 08 May 2018 has already written to such shareholders, who have not claimed dividend pertaining to FY 2010-11, to claim dividend on or before 14 August 2018. Thereafter the dividend for the year mentioned above shall be transferred to the IEPF and the corresponding eligible shares shall also be transferred to demat account maintained by IEPF.

The details of all unpaid or unclaimed dividends until FY 2016-17 are available on the website of the Company viz. www.ge.com/in/ ge-power-india-limited. For more details members are requested to refer to the notice of 26^th Annual General Meeting which forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

As per the Listing Regulations top five hundred listed entities based on market capitalization are required to provide Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective. In compliance with the aforesaid Regulations, the Business Responsibility Report of the Company is annexed as âAnnexure H'' to this Report.

ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors

Vishal Keerti Wanchoo

Place: Gurugram Chairman & Non-Executive Director

Date : 14 June 2018 (DIN 02776467)

Mar 31, 2017

Dear Shareholders,

The Directors present the 25th Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31 March 2017 (âFY 2016-17â)

FINANCIAL HIGHLIGHTS

(Rs. in million)

Particulars	Year ended	Year ended
	31 March 2017	31 March 2016
Profit/(Loss) before exceptional items, tax, interest and depreciation	1,908.7	(5.4)
Less: Interest/Finance Costs	508.3	217.2
Less: Depreciation and amortisation expense	597.9	719.1
Profit/ (loss) before exceptional items and tax	802.5	(941.7)
Exceptional item	518.0	-
Profit/ (loss) before tax	284.5	(941.7)
Provision for taxation
- Current tax	154.0	-
- Tax related to earlier years	77.1	-
- Deferred tax charge/ (credit)	50.5	(363.8)
Profit/ (loss) after tax	2.9	(577.9)
Balance brought forward from previous year in the statement of profit	5,108.6	6,495.7
and loss
Profit available for appropriation	5,111.5	5,917.8
Appropriations
a) Transferred to General Reserve	-	-
b) Dividend paid	-	672.3
c) Corporate Dividend Tax (Net) paid	-	136.9
Balance carried forward to Balance Sheet	5,111.5	5,108.6
Proposed Dividend	201.7	-

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013, (the âActâ) and other relevant provisions of the Act. The financial statements up to and for the year ended 31 March 2016 were prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (previous GAAP), notified under Section 133 of the Act and other relevant provisions of the Act.

As these are the Companyâs first financial statements prepared in accordance with Ind AS. Ind AS 101, Firsttime Adoption of Indian Accounting Standards has been applied. An explanation of how the transition to Ind AS has affected the previously reported financial position, financial performance and cash flows of the Company is provided in Note 47 of the Standalone Financial Statements.

DIVIDEND

Your Directors are pleased to recommend a dividend of RS.3/- per equity share ( i.e. 30%) of the face value of RS.10/-each for FY 2016-17 amounting to RS.201.7 million (excluding dividend distribution tax).

TRANSFER TO RESERVES

No amount was transferred to reserves during FY 2016-17.

STATE OF COMPANYâS AFFAIRS

Operations - The year in review

India as a country has been clocking some fast-paced growth over the past few years. Power is one of the most critical components of infrastructure, crucial for economic growth and welfare of the nation. The Indian power sector is undergoing a significant change that has redefined the industry outlook while sustained economic growth continues to drive electricity demand in India. The Government of Indiaâs (âGoIâ) focus on attaining âPower for allâ has accelerated capacity addition in the country. India is the 5th largest producer & the 3rd largest consumer of electricity in the world. Although power generation has grown more than 100-fold since independence, growth in demand has been even higher due to accelerating economic activity.

However, the countryâs quest to provide universal, secure and affordable electricity supply is far from over. Indiaâs energy consumption per capita is still only around one-third of the global average and around 240 million people in the country still have no access to electricity. As the country struggles to maintain and develop its resources and infrastructure to meet its energy needs, there appear various challenges and opportunities like the possibilities to leverage renewable sources of energy, led by wind and solar, the continued importance of coal, need for ensuring energy security and addressing environmental strains. India witnessed an extraordinary milestone in its power sector, something one would not expect in a developing country and one which is heavily dependent on coal for power generation.

All the developments in the power sector have created opportunities and challenges for the power equipment and services industry. At the same time, the realities of highly volatile fossil fuel prices and stricter environmental regulations necessitate generation of clean electricity utilizing efficient means. Traditionally, the countryâs energy mix has been hugely dominated by coal, which currently accounts for 59 percent; gas 7.7 percent and renewables (solar, wind and hydro) 31 percent. The new Supercritical (âSCâ) and Ultra-supercritical (âUSCâ) technology is coming in commercial operation in India is bringing in enhanced efficiency, lesser foot print and Cleaner environment. Also, the as well as new plants ordered, under execution are being promoted using SC and USC. Your Company expects that India Energy needs will remain predominately Coal based for Base load as being the cheapest source of Power in spite of an increase in near future share of renewable source of energy. New coal-fired plants in India represent nearly half of the net coal capacity added worldwide. Wind energy is the largest source of renewable energy in India. It accounts for an estimated 56 percent of total installed capacity (32.2GW). There are plans to increase wind power generation capacity to 60GW by 2022. India has also raised the solar power generation capacity addition target by five times to 100GW by 2022.

The Indian Coal market for FY 2016-17 stood at ~7-8GW dominated by SC/USC technology. With GoIâs intent to reduce carbon footprint, SC/USCâs share is likely to grow significantly in the coming years. Your Company, with more than 100 years of experience and proven market leadership, is well-positioned to offer its state-of-the-art, efficient and smart solutions for the power generation market in India.

Policies like Power to all â24x7â by 2019 are GoIâs target to electrify un-electrified villages in the country and âUday Programâ to reinforce Discoms. New environmental norms for SOx, NOx and PM will bring large market for FGDs in the operating plants.

This increase in the power generation capacity is being fuelled by an increasingly affluent population that consumes more per capita than the current standards. With its hardware and software solutions, your Company is well poised to cater to the demand and growth of Indiaâs power sector.

BOILERS

Your Companyâs execution unit at Noida & manufacturing shop at Durgapur, West Bengal, is capable of manufacturing SC & USC Boilers equipped with the latest manufacturing technologies. Your Company, in partnership with BHEL, accomplished following milestones in the last fiscal:

Successful PG test at Krishnapatnam:

First 800MW boiler unit to achieve performance parameters in India under GE-BHEL partnership. Exemplifying its advanced technical capabilities, your Company has successfully conducted Performance Guarantee (PG) tests on one 800 MW boiler for 2X800MW supercritical boilers at the Thermal Power Plant in Krishnapatnam, Andhra Pradesh and success achieved at all guaranteed parameters. The achievement is significant from the capacity point of view, as 800 MW is the highest ever boiler capacity managed by the GE-BHEL partnership in India.

Other significant order in the year:

- CEL II 1 X 150MW Sihanoukville, Cambodia - first export order of a full Boiler along with Auxiliaries for circulating Fluid Bed technology for customer TPSC for 150MW power plant at Cambodia

Orders from BHEL-GE partnership:

- 2x800MW Telangana - I Super Thermal Power Project at District Karimnagar, Telangana, India

- 1x800MW Coal based North Chennai Supercritical Thermal Power Project Stage-III at Thiruvallur District, Tamil Nadu, India

- 2x800MW Supercritical Coal based Uppur Thermal Power Project at Ramanathpuram District, Tamil Nadu, India

MILLS

The Shahabad unit, which is the global manufacturing unit for coal mills, has various ISO accreditations.

Your Company has won various projects through third party direct orders.

- Order won from NTPC Limited for supply of Grinding Elements for 3x200MW, Ramagundam Super thermal Power Station in the state of Telangana.

- Order won from Arvos Energy India Private Ltd (formerly OAK Energy India Pvt. Ltd.) for supply of Coal Pulverizer for Pt. Pln (Persero), Bukit Asam, Indonesia.

- Order won from Doosan Power Systems India for 1x660MW Harduaganj project of UPRVUNL for 8 Mills in the state of Uttar Pradesh internally.

- Major order won from GE Windsor (SPS) for supply of Coal Pulverizer for Hassyan Energy PJSC - 4x660 MW Clean Coal Power Plant, Dubai Electricity & Water Authority, Dubai.

Your Company executed the following key milestones in the last fiscal year:

2016

- Delivered Mills for Karabiga 2x660MW project in Turkey

- Delivered Mills for Mae MoRs.1x600MW project in Thailand

- Delivered Mills for NTPC Darlipali 2x800MW

- Delivered Mills for NTPC Nabinagar 3x660MW

Commissioning of Mills achieved for Bellary 1x700MW

2017

- Commissioning of Mills achieved for Mouda 2x660MW project

- Commissioning of Mills achieved for Bara 3x660MW project

ENVIRONMENTAL CONTROL SYSTEMS (ECS)

Large new market for services and supplies with new environmental norms for SOx, NOx etc. FGD market is estimated in excess of -150GW (includes project commissioned and under execution). Your Company is prepared to tackle the challenges posed by this huge market opportunity.

Following new orders received in the last fiscal year for ESP and bagfilters:

- IFFCO Paradeep - 2 x 21MW Coal based Captive Power Plant

- IFFCO Phulpur - 2 x 12.5MW coal based Captive Power Plant

- Shree Cement - 1 x 9000 TPD Clinkerisation Unit

- Birla Vikas Satna - 1 x 6500 TPD Clinkerisation Unit

- TNPL - 1300 TDS Per Day (One of the largest Soda recovery boiler in India)

- TATA Power Jojobera - 67.5MW Coal Based Power Plant

POWER SERVICES

With over 300 billion tonnes of coal deposits, India is the third largest coal producer in the world. New coal-fired plants in India represent nearly half of the net coal capacity added worldwide.

Considering this and the fact that coal-fired power plants account for a major chunk of the total carbon emission in the country and that the overall efficiency of coal-fired power plants in India is very low, an urgent need arises for the rapid renovation and modernization (âR&Mâ) of existing coal-fired power plants to increase their efficiency, reduce their carbon emission level and control their auxiliary power consumption. It includes reduction in the emissions intensity of the countryâs GDP by 33 to 35 percent by 2030 from 2005 level and to create an additional carbon sink of 2.5 to 3 billion tonnes of CO₂ equivalent through afforestation and tree cover by 2030. Apart from that, it also includes to achieve about 40% cumulative electric power installed capacity from non-fossil fuel energy sources by 2030.

The new standards are aimed at reducing emission of PM10 (0.98 kg/MWh), sulphur dioxide (7.3 Kg/MWh) and Oxide of nitrogen (4.8 kg/MWh), which will in turn help in bringing about an improvement in the Ambient Air Quality (AAQ) in and around thermal power plants.

Indian power plants use on an average six to eight percent of the total generation as auxiliary power (power that goes to run the equipment) against the world average of three to four percent. Emission control requires more equipment to be run, which adds more auxiliary power. So, there is further efficiency loss by emission control and hence there is need to minimize and recover this loss through efficiency gain in the main generation equipment.

In India, about 20 percent of the installed coal-fired capacity is more than 25 years old and as per a study, 52 percent of the plants are operating at a net plant HR (heat rate) which is >15 percent higher than their design levels. Such plants operating with poor efficiency levels are best suited to deploy R&M intervention solutions.

Depending upon the age of the plant and the efficiency levels, one could deploy targeted efficiency improvement solutions for individual major equipment like steam turbine, boiler and mills or comprehensive R&M solutions covering all equipment together. Global studies, however, suggest that the integrated solution approach, looking at complete plant, gives best results and leads to lowest impact on tariff.

Recently your Company launched Global Powering Efficiency Centre of Excellence (âCOEâ), offering solutions to boost efficiency and reduce emissions of existing coal-fired power plants. With its Powering Efficiency COE, your Company will combine the expertise of Power Services, Steam Power Systems, Power Digital Solutions, Global Research Centre and Global Growth Organization. Every point of efficiency reduces operating costs over the lifetime of the plant while also reducing CO₂ emissions by approximately 2 percent.

Your Company is well placed to address customersâ specific needs and improve the power plant efficiency and reduce emission levels from coal-based thermal power plants.

Following are some of the key achievements of your Company in FY 2016-17:

1. Won retrofit project of 3x200MW Ansaldo Steam turbines for NTPC Ramagundam to improve efficiency and output

2. Won retrofit project of 2x74MW GE Steam Turbines for Hindalco Industries, Renusagar Power Station to improve heat rate

3. Won and successfully commissioned onsite 1x68MW rotor rewind for Hindalco Industries immediately on rotor failure

4. Supplied material for R&M project of 200MW/210MW Steam Turbines for Gujarat State Electricity Corporation (Ukai & Wanakbori Thermal Power Stations), and commissioned Ukai 200MW

5. Completed supply of material for Steam Turbine retrofit project of 1x68MW for Hindalco Industries, Renusagar Power Station to improve output and heat rate vs current running

GAS POWER SYSTEMS

The Gas team in your Company is engaged in supporting the MENAI (Middle East, North Africa and India) GPS region in executing projects as detailed below:

Your Company is performing design engineering services for the projects namely, Waad a Shamal in Saudi Arabia, Zubair and Al Mansurya in Iraq and Alba in Bahrain besides three projects in Pakistan. In addition to this, your Company has a direct engineering order from Alghanim International for engineering services for Steam tail add on project named âSabiya 2â.

Besides the engineering services, your Company is also managing:

The procurement of the balance of plant equipment for the above-mentioned projects in region and are deeply engaged with suppliers for ensuring deliveries to the projects as per execution schedule.

Construction of Tendering and deploying manpower for managing the Site.

Construction management of the projects in the Region and presently has 51 people at about 10 projects.

The execution for HRSGs of Alba, Waad a Shamal, Haveli and Dairut projects.

In addition to this, the team provided support to Talawara project in Australia for services of Drums and Engineering services for Cricket valley project in USA.

AUTOMATION CONTROLS

Your Company accomplished following milestones in the last fiscal year:

- NTPC Mouda (2X660MW) for Unit 3 successfully achieved Trial Run & Commercial Operation Date (âCODâ) with GEâs Automation & Controls Plant âDistributed Control Systemâ.

- NTPC Mouda (2X660MW) Unit-4 and NTPC Solapur (2X660MW) Unit-1 thermal power station was successfully synchronized with the Grid, using GEâs Automation & Controls Plant âDistributed Control Systemâ.

- Automation and Controls was able to strengthen their position in power industry with some key customer wins. Some key deals won included supply and services of Distributed Control Systems, Turbine Generator Controls and Excitation systems for

- NTPC Telangana (2x800MW)

- Steam Turbine Controls for NTPC Ramagundam (3x200MW)

- Excitation systems for Neyveli Lignite Ghatampur (3x660MW).

The Unit is focused on delivering operational excellence in Automation & Controls Solutions, partnering with customers and being one of the âCentre of Excellenceâ for Global Engineering in the world of Industrial Internet.

HYDRO

India is the 7th largest producer of hydroelectric power in the world ranking third worldwide in the total number of dams. The sector is seeing a fresh lease of life as GoI is working proactively on new initiatives to revive the sector. There have been encouraging developments in large hydro projects, extension of the concession period in tariff policy and inclusion of Hydro into renewable sector. Also, a new hydropower policy for addressing regulatory and financial issues to push stalled projects is under discussions. Power sector experts are now seeing Hydro PSP as a clean alternative to manage peak loads and grid stability. Therefore, Hydro sector shall see its new form in changing dynamics of Energy Mix and Renewable agenda of current Government.

Following are some of the key achievements of your Company in FY2016-17:

The R&M order from Kerala State Electricity Board Ltd. for 1st Stage Machines of Idukki Hydro Electric Project (3x130MW) including Dismantling, Engineering, Design, Manufacture, Supply, Erection, Testing and Commissioning of Control system, Protection system, Governing system, Excitation system and other balance of plant equipment. Idukki Dam is 554 feet tall on the Periyar River in State of Kerala on Southern part of India. This project is situated in Idukki District and its underground power house is located at Moolamattom.

Solu Hydropower Pvt. Ltd. has chosen your Company in India to provide two 41MW vertical Pelton units for the Lower Solu hydroelectric plant in Solukhumbu District, Nepal. It is the first time that GEâs Hydro solutions in Vadodara, India, will provide hydro units to neighbour Nepal. The scope covers complete EM package including Pelton Type Turbines, Generators, full BOP, installation, commissioning & Transmission lines (without civil works). Lower Solu is the first private and internationally financed hydropower project in Nepal. The electricity produced on site will be distributed by the Nepal Electricity Authority and will power an estimate of 20,000 households. Until the end of construction and commissioning in 2019, the project will generate 1,000 jobs accompanied by skills training programs to encourage local employment and contribute to social development in the area.

After securing Thac Mo Extension in year 2014 with Electricity of Vietnam (known as Thac Mo Hydro Power Joint Stock Company, a company of EVN), your Company has now successfully secured Da Nhim Hydropower Plant Expansion Project with the same customer EVN in the year 2016. This achievement is a significant one for hydro business in India as this is the first large export hydro Pelton turbine order after the Vadodara site has been declared as a Centre of Excellence for Pelton Turbines.

The unincorporated Joint Venture of âMitsubishi Corporationâ, âAlstom Hydro Franceâ and your Company is the successful contractor of Da Nhim Hydropower Plant Expansion Project.

Your Companyâs customer is Da Nhim Ham Thuan Da Mi Hydro Power Joint Stock Company which is a company of Electricity of Vietnam (EVN). Capacity of the Pelton turbine is 82.5MW and the scope includes design, manufacture, supply, installation and commissioning of one unit of Pelton turbine, governor, vertical synchronous generator, excitation system, control and protection including the complete mechanical and electrical auxiliaries.

Your Company continues to strengthen its reference base of executing Pelton projects, both domestic and export projects, in lump sum turnkey mode which includes the supply, installation and commissioning of Turbo-Generator sets, main Inlet valves, control & protection and balance of plants.

Other milestones:

Dikchu HEP, 2x48MW, located in the State of Sikkim achieved the milestone of spinning of both units. The spinning of unit 1 & 2 was done successfully on 27 January 2017 and 3 February 2017 respectively following which the mechanical and electrical test on the turbine and generator have been successfully completed for Unit-1 and are in progress for Unit-2.

The success of Dikchu is significant for HIN with respect to its unique features of high speed turbine (500RPM) and high head rated net 346mtr. One of the smallest runner of dia. 1430mm and 17 nos. full blades.

The two units of Dikchu Project are expected to be synchronized to the Grid by end of February 2017.

The 6 x 40MW Lower Jurala project was handed over to client successfully in October, 2016 post restoration from power house submergence in water in July 2014 with reasons attributed to civil works.

The customer has issued Taking Over Certificates of all the Units in 2016 along with issuance of a satisfactory operation certificate recently. Lower Jurala is the first bulb turbine reference project being delivered from Hydro India unit. This successful synchronization will add-on to the capabilities of your Company.

The Tashiding HEP has successfully finished the dry commissioning and awaiting customer interface inputs conditions to perform the wet commissioning on the two units installed. The project comprises two units of vertical Francis machine each of 48.5MW and 28 packages of BOPs in total. The scope of this project included the design, engineering, supply, transportation, erection, testing & commissioning. The contract period of this project was of 27 months which recommenced on 1 November 2014.

Summary

Your Company aims to seek operational excellence by delivering the best to its customers and ensuring their satisfaction all along the value chain. Your Company, with a strong local footprint, is well-equipped to serve the wide customer base in the country.

DIRECTORS

The Board of Directors, in compliance with Section 161 of the Act read with the Articles of Association of the Company and upon recommendation of Nomination and Remuneration Committee, appointed:

- Mr. vishal Keerti Wanchoo as Chairman and Additional Director of the Company with effect from 30 May 2017.

- Mr. Sanjeev Agarwal as Whole-time Director and Additional Director of the Company with effect from 30 May 2017.

- Mr. Andrew H De Leone as an Additional Director of the Company with effect from 20 June 2017.

The aforesaid Directors shall hold office up to the date of the forthcoming Annual General Meeting and are eligible for appointment as Directors. The Company has received notices in writing from members proposing the candidature of the aforesaid Additional Directors for the office of Director. Information as required under Regulation 36(3) of the Listing Regulations forms part of the Corporate Governance Report.

Pursuant to Section 149 of the Act and Regulation 25 of the Listing Regulations, Independent Directors, viz. Dr. Uddesh Kumar Kohli and Mr. Arun Kannan Thiagarajan were appointed at the 22nd Annual General Meeting held on 25 July 2014 for a period of 5 consecutive years up to 24 July 2019 and Ms. Neera Saggi was appointed at the 24th Annual General Meeting held on 29 July 2016 for a period of 5 consecutive years up to 13 June 2021. Hence the aforesaid Independent Directors are not liable to retire by rotation.

All the three Independent Directors have declared that they meet the criteria of independence as laid down under Section 149(6) of the Act.

Mr. Rathindra Nath Basu and Mr. Ashok Ganesan have been promoted to take up Global role in GE, in view of the same, Mr. Rathindra Nath Basu resigned from the position of Chairman and Non-Executive Director of the Company w.e.f. close of business hours on 29 May 2017 and Mr. Ashok Ganesan resigned from the office of Managing Director of the Company w.e.f. close of business hours on 31 May 2017 and from the position of Director w.e.f. 20 June 2017. Mr. Alain Christian Spohr superannuated from the Group and accordingly resigned from the position of Non-Executive Director of the Company w.e.f. 30 May 2017. In view of the other responsibilities / commitments, Mr. vasudevan Kotivenkatesan, Independent Director resigned from the Board w.e.f. 07 June 2016. The Board places on record its appreciation for the valuable contributions made by them during their tenure.

MEETINGS OF BOARD AND ITS COMMITTEES

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

The Companyâs Board has the following Committees:

- Audit Committee

- Nomination and Remuneration Committee

- Corporate Social Responsibility Committee

- Stakeholders Relationship Committee

The details of composition, meetings and attendance at the meetings of Board and its committees held during FY 2016-17 and terms of reference of Boardâs Committees are provided in Corporate Governance Report which forms part of this Report.

AUDIT COMMITTEE

Your 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 Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended, and the Listing Regulations. There were no recommendations made by the Audit Committee which were not accepted by the Board. There were no frauds reported by Auditors of your Company under sub-section 12 of section 143 of the Act.

The Board of Directors reconstituted the Audit Committee with effect from 12 June 2017. Mr. Vishal Keerti Wanchoo was inducted as a member of the Audit Committee.

NOMINATION AND REMUNERATION POLICY

Your 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 and determine the integrity, qualification, expertise and experience of persons who are qualified to become Directors or who may be appointed in senior management and/or as Key Managerial Personnel of the Company. This policy lays down the guidelines relating to appointment and remuneration for Executive Directors, Non-Executive Directors/ Independent Directors, Key Managerial Personnel and Senior Management. The Nomination and Remuneration Policy has been annexed as âAnnexure Bâ to this Report.

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, 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 held during the year. 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 on the same are provided in the Corporate Governance Report which forms part of this Annual Report.

AUDITORS AND AUDIT REPORT

Statutory Auditors

The Statutory Auditors of the Company, M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration Number - 101248W/W-100022), were appointed at the 24th Annual General Meeting of the Company to hold office for a term of 5 (five) consecutive years until the conclusion of the 29th 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. B S R & Co. LLP, Chartered Accountants, regarding their eligibility to continue as Statutory Auditors of the Company. In compliance with Section 139 of the Act, your Board recommends ratification of M/s. B S R & Co. LLP, Chartered Accountants as Statutory Auditors of the Company.

Cost Auditors

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended, your Directors, on the recommendation of the Audit Committee, appointed M/s. Shome & Banerjee, Cost Accountants as Cost Auditors of your Company for the FY 2017-18 to carry out the cost audit for the applicable business at a remuneration of RS.3,00,000/- (Rupees Three Lacs only) plus applicable taxes and reimbursement of out of pocket expenses. A Certificate from M/s. Shome & Banerjee, Cost Accountants has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules made there under.

As required under the Act, 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 membersâ ratification for the remuneration payable to M/s Shome & Banerjee, Cost Accountants for the FY 2017-18 at the ensuing Annual General Meeting.

Secretarial Audit

The Report of the Secretarial Auditor for FY 2016-17 has been annexed as âAnnexure Câ to this Report.

There were no qualifications, reservations, observations or adverse remarks made by the Auditors in their report.

DIRECTORSâ RESPONSIBILITY STATEMENET

Your Directors state that:

I. in the preparation of the annual financial statements for the year ended 31 March 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

II. 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 the end of the financial year 31 March 2017 and of the profit and loss of the Company for that period;

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

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

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

SUBSIDIARIES/JOINT VENTURE COMPANY

ALSTOM Boilers India Limited, a non-material wholly owned subsidiary of the Company, did not have any business operations and was dissolved on 17 October 2016.

GE Power Boilers Services Limited (formerly ALSTOM Power Boilers Services Limited ) (âGEPBSLâ) is a wholly owned subsidiary of the Company. It is a non-material non-listed Indian subsidiary. It was initially engaged in the business services related to boilers. From the year 2005 it has primarily earned only commission income. The aforesaid subsidiary did not have any business operations during the year. During FY 2016-17, GEPBSL had a total income of RS.1.7 million (PreviousYear - RS.1.1 million) along with Loss for theyear of RS.27.5 million (Previous Year Loss of RS.2.6 million). As at 31 March 2017, GEPBSLâs accumulated losses were RS.34.0 million which eroded itâs paid up equity capital of RS.3.4 million.

Your Company has a Joint Venture (âJVâ) with ALSTOM Transport S.A. (âATSAâ) in the name of Alstom Systems India Private Limited. The role of your Company in the JV is limited only to equity participation not exceeding 5% (not exceeding RS.80 million) and that of ATSA is 95% or more. Your Company is not responsible for the execution and day-to-day management of the transport operations specific to this Project.

In compliance with first proviso to sub-section 3 of section 129 of the Act read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statement of Companyâs subsidiaries in the prescribed format Form AOC-1 is given below :-

(Rs. in million)

Part A Subsidiaries
Name of the subsidiary	The date since when subsidiary was acquired	Share capital	Reserves and surplus	Total assets	Total liabilities	Invest ments	Turnover Profit/ (loss) before taxation	Provision for taxation	Profit/ (loss) after taxation	Proposed Dividend	Extent of shareholding (in %)
GE Power Boilers Services Limited	31-10-2002	3.4	(34)	27.8	58.4		- (27.5)		(27.5)		100%
Alstom Boilers India Limited**	11-10-2011	**	**	**	**	**		**	**	**	**

** Alstom Boilers India Limited, a wholly owned subsidiary of the Company was dissolved on 17 October 2016.

Part B Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures - Not applicable

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with provisions of Section 129 of the Act read with the Companies (Accounts) Rules, 2014, as amended, and the Listing Regulations, your Company has prepared Consolidated Financial Statements. The Audited Consolidated Financial Statements along with the Auditorsâ Report thereon forms part of this Annual Report.

Further, as per the fourth proviso of Section 136(1) of the Act, Audited Financial Statements of the subsidiary company has been placed on the website of the Company viz www.ge.com/in/ge-power-india-limited

Members interested in obtaining a copy of audited financial statements of the subsidiary company may write to the Company Secretary of the Company.

VIGIL MECHANISM

The aforesaid policies are available on the Companyâs website viz. www.ge.com/in/ge-power-india-limited

FIXED DEpOSIT

The Company has not received any fixed deposits and as such no amount of principal or interest was outstanding for FY 2016-17.

CHANGE IN NAME OF THE COMPANY

The name of your Company was changed from ALSTOM India Limited to GE Power India Limited with effect from 05 August 2016, to reflect its name with that of Promoter group. The change of name of the Company does not change the legal status or constitution of the Company, nor does it affect any rights or obligations of the Company.

ENVIRONMENT, HEALTH AND SAFETY (EHS)

For your Company, safety, health and well-being of employees, contractor and customer is of prime importance. Your Company is governed by its EHS directives and instructions to protect itself and its stakeholders. EHS process are managed by highest standards and from time to time, these standards are evaluated. Your Company follows âNo Harm Policyâ. In addition to this, every stakeholder is authorised to âStop Workâ when there is a potential threat of individual injury / illness or having chances of property damages. All locations have well-equipped healthcare facilities and arrangement for emergencies. Employees at all levels are given trainings so that they have an understanding of EHS requirements and build a culture of safety and well-being.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report is presented in a separate section, which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year, your Company placed Inter-Corporate Deposits (ICDs) upto RS.2,200 million with GE T&D India Limited, RS.85 million with GE Renewable R&D India Private Limited and RS.35 million with GE Power Boilers Services Limited. The rate of interest for aforesaid ICDs were in the range of 7.18% p.a. to 8.19% p.a. All the ICDs were granted in compliance with Section 186 of the Act. The aforesaid ICDs were granted for business purposes only.

Particulars of investments made by your Company have been provided in Note 6 of the Notes to Standalone Financial Statements which forms part of this Annual Report. Your Company has not given any Guarantee during the FY 2016-17, except as specified in the notice of Annual General Meeting.

RELATED PARTY TRANSACTIONS

During the FY 2016-17, Related Party Transactions as defined under Section 188 of the Act read with Companies (Meeting of Board and its Powers) Rules, 2014, as amended, and the Listing Regulations were at armâs length and in ordinary course of business. Your Company has in place a Related Party Transactions Policy. During the FY 2016-17, your Company entered into material related party transactions, as defined under the Listing Regulations and the Related Party Transaction Policy of the Company, which have been detailed in the notice of the ensuing Annual General Meeting of the Company.

Omnibus approval for related party transactions (at armâs length and in ordinary course of business) which were foreseen and repetitive in nature was obtained from the Audit Committee from time to time. During the period under review, your Company did not enter into any Related Party Transaction which may be considered material in terms of Section 188 of the Act read with Companies (Meeting of Board and its Powers) Rules, 2014, as amended, and thus disclosure in Form AOC-2 is not applicable to the Company. The disclosures pertaining to transactions with Related Parties in compliance with applicable accounting standards have been provided in Note 37 of the Notes to Standalone Financial Statements.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed as âAnnexure Eâ to this Report.

PARTICULARS OF EMPLOYEES

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

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

REPORTING UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) Act, 2013

During the FY 2016-17, 1 (one) case was reported, which was investigated and resolved in accordance with the âPolicy on Prevention of Sexual Harassment at Workplaceâ and the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed against your Company by the regulators or courts or tribunals during the FY 2016-17 impacting the going concern status and your Companyâs operations in future.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of FY 2016-17 and the date of the report.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility and Inclusiveness are part of GEâs Sustainability strategy. Diversity, efficient resources management, climate change and engaging our partners in the process of sustainability are part of the overall agenda.

In continuation of previous yearsâ efforts on corporate social responsibility, your Company continued to drive its social development goals with a combination of key thematic areas and activities focused on supporting broader developmental agenda and local community needs.

Some key initiatives taken by your Company are as follows:

Livelihood and Income Generation Programmes

During the year under review, your Company collaborated with National Skill Development Fund and National Skill Development Agency to empower 500 women with livelihood programmes in apparel, vermi compost making and healthcare at Vadodara and Gulbarga. As part of the village development programme in Gulbarga, Shahabad, the farmers were trained on soil productivity, pest and nutrient management and water conservation which will be followed up with further training inputs for improved and sustainable agriculture. As part of the non-farm skills training, 30 people have been trained on four-wheel motor driving.

In an effort to strengthen the skill-sets as well as to provide with industry recognition for the skills of construction workers, your Company embarked on a partnership with Construction Industry Development Council (âCIDCâ). The certification provided to the workers by CIDC enhances their credentials and employability. The programme targets to benefit 1,000 construction workers.

Villages and Community Development

In Durgapur, your Company has worked to develop livelihood, electricity and healthcare facilities for the people suffering from leprosy in the leprosy colony comprising 65 families. With technical and consultative inputs from Department of Fisheries, West Bengal, your Company provided for two fish ponds to enable community-fishing aimed at sustainable livelihood. The colony has been provided with 25 solar street lights. A mobile medical health unit (MHU), visits the colony regularly to provide basic healthcare to the people and cater to the essential health care needs, enhances the health status and creates awareness amongst the underprivileged and impoverished senior citizens. MHU provides for essential diagnostic tests, free medication, preventive health care checks and health awareness activities. Rajbandh Shishu Sadan, a home for children from impoverished background, has been supported with solar lights and a renovated kitchen. Your Company is implementing a comprehensive tribal village development programme which supports populations in four tribal villages with facilities of water, solar street lights, civil infrastructure, cultural programmes, healthcare and livelihood.

At Gulbarga, Shahabad your Company is undertaking a village development programme which is supporting beneficiaries across the population in more than ten villages, with improved educational infrastructure, watershed, sanitation, healthcare and farm and non-farm livelihood programmes. Your Company is working with womenâs self-help groups for building awareness and strengthening the programme implementation.

Energy and Environment

In Vadodara, your Company has commissioned a project to replace a large part of use of conventional energy with clean energy in the central kitchen of Akshaya Patra Foundation with a multifaceted approach. As part of this initiative, your Company has implemented the first Net Metering project in the city of Vadodara.

Education and Schools

In Shahabad, your Company continues to support schools in neighbourhood to benefit more than 2,200 children. Your Company has strengthened the schoolsâ educational infrastructure by providing with a full set up of computer laboratory and improved flooring. In one of the schools, your Company has constructed a full-sized canopy for safety of children and staff from harsh sun during hot summer season. Your Company has also implemented a Light for Education initiative to support solar home lighting in the homes of children and a digital education programme, called e-shala, in two schools. It is a highly effective audio/visual learning experience and is powered by solar power.

Water and Sanitation

As part of villages development programme, your Company has provided over 60 individual toilets at homes and community sanitation facility for the people at Shahabad. Your Company has partnered with Sulabh International to construct a community sanitation structure at Gurgaon that would benefit both men and women.

Women Empowerment

Your Company has provided a Tata Sumo vehicle to Girls Home in Greater Noida run by Udayan Care. The vehicle is helping girls travelling from remote areas to the IT and Skill Development Centre as well as in schooling, emergencies, medical and such critical needs of the girls, staying at the Girls Home.

Technology Innovation

Your Company has supported a technology innovation project jointly implemented by IIT Kanpur and IIT Kharagpur. The project focuses on bringing innovations in high precision methodologies for nanofinishing of complex free form surfaces which has applications in many areas, especially automotive, electronics, medical and aerospace industries.

In compliance with the provisions of Section 135 of the Act read with applicable rules, your Company has constituted a CSR Committee and has made spendingâs towards CSR activities during FY 2016-17. The Annual Report on CSR activities is annexed as âAnnexure Gâ to this Report.

INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Pursuant to Section 124(5) of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe Rulesâ), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years. In accordance with the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall be transferred to the demat account created by the IEPF Authority. Accordingly, your Company has transferred the unclaimed and unpaid dividends. Further, the corresponding shares shall be transferred as per the requirements of the IEPF rules, details of which are available at www.ge.com/in/ge-power-india-limited

The details of all unpaid or unclaimed dividends uptil FY 2014-15 are available on the website of the Company viz www.ge.com/in/ge-power-india-limited. For more details members are requested to refer to the notice of 25th Annual General Meeting which forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

As per the Listing Regulations top five hundred listed entities based on market capitalization are required to provide Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective. In compliance with the aforesaid Regulations, the Business Responsibility Report of the Company has been annexed as âAnnexure Hâ to this Report.

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 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

Vishal Keerti Wanchoo

Place: Noida Chairman & Non-Executive Director

Date: 20 June 2017 (DIN 02776467)

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

AlspaÂ® 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.

ALSPAÂ® 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 Â 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 Â 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 2013Â14.

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

Ã Current Tax (987.2) (775.9)

Ã 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

ÃÂ¦ 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.

ÃÂ¦ Operations

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

ÃÂ¦ 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 AuditorsÃ Report have been annexed to this Annual Report.

ÃÂ¦ 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 DirectorÃs declaration regarding compliance with ÃAlstom Projects India Limited Code of Conduct for Board Members and Senior ManagementÃ is attached to the Corporate Governance Report.

DirectorsÃ 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 DirectorsÃ 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 DirectorsÃ 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.

ÃGroupÃ 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 ÃGroupÃ (within the meaning as defned in Ã 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 AuditorsÃ 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

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