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320.35
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Updated:11 Jun, 2021, 15:58 PM IST

BSE
320.35
Change Change %
-5.75 -1.76%

Updated:11 Jun, 2021, 16:00 PM IST

Directors’ Report

Dear Shareholders,

Your Directors present the 24 Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31 March 2016 (‘FY 2015–16’).

DIVIDEND

Your Directors have not recommended any dividend for FY 2015–16.

State of Company’s Affairs

Operations – The Year in review

The Government of India (GoI), in its early years in office, has demonstrated willingness to take a firm stand on policies that support industry. It has implemented procedural reforms across industry and infrastructure, and tried to make it easier to do business in India through a number of programs, including ‘Make in India’, ‘Digital India’, ‘Start up India’ etc. These initiatives, however, are yet to bear fruit and both FY 2014–15 and FY 2015–16 have witnessed low to moderate industrial growth. At the same time, the legacy of subsidized power and leakages has resulted in higher Aggregate Technical & Commercial (AT&C) losses, leading to financial distress for both generation and distribution companies in the power sector.

Insufficient domestic gas supply meant that the gasbased power generation equipment market remained muted in India with no utility scale order in FY 2015– 16. Also, there was no large order for any hydro power generation project in India mainly due to issues pertaining to environment and forest.

Against this backdrop, the Ministry of Power, GoI, has taken steps to revamp and strengthen the entire power sector through a combination of its scheme Ujwal Discoms Assurance Yojana (UDAY) and the New Tariff Policy 2015–16, which aims to create a win–win situation for the producer, distributor and consumer while providing 24x7 electricity for all. Further, the draft notification of the new emission and water consumption norms for the coal–based thermal power sector issued by the Ministry of Environment, Forest and Climate Change (MoEF&CC) has enforced GoI’s focus on clean power.

All these developments in the power sector have created opportunities and challenges for the power equipment and services industry. The country’s high rate of economic growth and continuing urbanization emphasize on the need for power. At the same time, the realities of highly volatile fossil fuel prices and stricter environmental regulations necessitate generation of clean electricity utilising efficient means.

Your Company envisages a vital role for itself in India’s growth. It can offer efficient equipment with minimal emissions, further enhanced with the help of its digital initiatives.

Steam Power Systems

Boilers

The Indian Coal market for FY 2015–16 stood at ~8.6 GW dominated by Supercritical Technology along with a small share of Ultra Supercritical Technology (USC). With GoI’s intent to reduce carbon footprint, USC’s 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.

Your Company’s unit in Durgapur, West Bengal, is capable of manufacturing Supercritical & Ultra Supercritical Boilers equipped with the latest manufacturing technology.

Your Company, in partnership with BHEL, accomplished following milestones in the last fiscal:

• 2 x 800 MW Sri Damodaram Sanjeevaiah Thermal Power Station, Krishnapatnam, Unit 2 (APPDCL) – Commercial Operation

• 1 x 700 MW Bellary Thermal Power Station (KPCL) – full load achieved

• 2 x 800 MW Yermarus Thermal Power Station, Unit 1(RPCL) – full load achieved

• 3 x 660 MW Prayagraj Super Thermal Power Station, Bara, Unit 1 (JayPee Group) – Synchronized & full load achieved

• 2 x 660 MW Mouda Super Thermal Power Station, Unit 1 (NTPC) – full load achieved

MILLS

Your Company’s wide range of mills caters to the requirement of various types and grades of coal. Bowl and Beater wheel mills are widely accepted and used worldwide in the Power market.

The Shahabad unit, which is the global manufacturing unit for coal mills, has the following accreditations:

• ISO 9001 : 2008 – Quality Management System

• ISO 14001 : 2004 – Environment Management System

• ISO 18001 : 2007 – Occupational Health and Safety Management System

• DIN EN ISO 3834 – 2 for welding of Pulverizer Mills and Components for Power Plants.

Your Company won an order from Doosan Power Systems India Pvt. Ltd. for the supply of coal pulverizers for 1 x 660 MW, Uttar Pradesh Rajya Vidyut Utpadan Nigam Ltd. – Harduaganj Project in the state of Uttar Pradesh.

Your Company is also currently executing following major projects:

• Your Company already dispatched majority of the HP Mills and all the bought outs for 2 x 800 MW, Darlipali Super Thermal Power Project, Odisha, India

• The supply order of 7 HP Mills for Mae Moh Power Plant, Thailand, is under progress

• For the 2 x 660 MW Karabiga Ultra Super Critical Power Project, Turkey, your Company is currently working towards a supply order of 12 HP Mills

• Your Company is progressing to supply 16 Beater Wheel Mills with Classifier for 2 x 500 MW Neyveli New Thermal Power Project, Tamil Nadu, India

Environmental Control Systems (ECS)

Globally, 1.2 billion people lack electricity and out of this 240 million people are in India. The peak demand deficit for FY 2015–16 stood at 2.1%. These figures testify the need for increased generation and supply of power. To be sustainable, the benefits must be delivered along with responsibility towards environment.

Your Company won an order to Supply Electrostatic Precipitators (ESP) for a 2 x 1000 MW Coal Fired Power Plant for Jimah East Power (JEP) at Jimah, Malaysia. The scope of work includes designing, engineering, manufacturing, inspecting, testing, packing, forwarding and delivering the ESP.

HYDRO

Hydropower is one of the cleanest and important sources of renewable energy in the world. India has tapped only one–third of the potential and economically feasible hydropower capacity so far. More than a century of development underlies your Company's leadership in hydropower.

Due to stressed market conditions, no major order for new large hydropower project was placed during the year. However, your Company recently added a dedicated Operation & Maintenance (O&M) department and had breakthroughs with two O&M contracts for more than 100 MW size of hydropower plants.

The first major order was received from the Bhakra Beas Management Board (BBMB) for the refurbishment of generator for the Dehar hydropower plant in Punjab. Renovation & Modernization of 165 MW Hydro Generating Unit No. 6 at the Dehar Power house involves the replacement of the existing Stator, Rotor Poles, Pole Keys, Air Guides and Temperature Recorders, along with other allied items and Erection, Testing and Commissioning.

Your Company was able to mark its presence in Bhutan by securing the complete control system order for the Basochhu Hydropower Plant from the Druk Green Power Corporation Limited (DGPC). For this hydropower plant, your Company will provide Engineering, Design, Supply, Installation, Testing and Commissioning of ALSPA Control System, including decommissioning of the existing system. In addition to these, your Company also served other export markets.

POWER SERVICES

Your Company offers a wide range of services to the installed base in India, supplied either by your Company or by other manufacturers. Your Company has proven experience to support customers' needs throughout the lifecycle of the power plant. Your Company's service workshop in Vadodara supports steam turbine renovation and modernisation, generator rewinds and repairs.

Your Company is capable of providing proven best–in–class Steam Turbine retrofits/R&M solutions, which can increase the efficiency of existing machines. Your Company is currently implementing retrofit of 200 MW Steam Turbines for the Gujarat State Electricity Corporation Limited (GSECL). On becoming operational, these will be the most efficient 200 MW class Steam Turbines in India.

Your Company is well–poised to address customers' specific needs in near future. Your Company is executing service projects to support equipment lifetime extension, improve power plant efficiency and reduce the particulate emission levels from coal–based thermal power stations.

Following are some key achievements of your Company in FY 2015–16:

Parts supply and repair bulk order for Chinese Steam Turbine from Adani Power Ltd.

In continuation to the ongoing service orders for Chinese Steam Turbines installed by Adani Power Limited, one of the largest IPP in India, Power Services secured their biggest bulk order for the supply of spare drive turbine rotors and repair of drive turbine rotors for the 660 MW Dongfang make supercritical units at Adani's 4620 MW Mundra TPS in India. The order was secured, based on customer's confidence on our technical edge, localization capability, speed and responsiveness.

500 Mw KwU Design LP rotor repair project from NTPC

NTPC Ramagundam has placed an order for steeple crack repair on LP rotor of 500 MW KWU Design Steam Turbine. This is among the biggest successes in the complex repair segment of KWU Design steam turbine in India and demonstrates customers' confidence on Power Services capability to deliver complex repairs on time with quality.

Second steam turbine retrofit order from Hindalco

Power Services has been awarded a service contract by Hindalco Industries Ltd. (Renusagar Power Division – RPD) to retrofit steam turbine at Renusagar. Your Company marked a significant milestone with the signing of this order, as it was the second retrofit order for your Company in the same calendar year, after GSECL Shaftline Retrofit order for 200 MW class units earlier in March 2015. Post retrofit, the efficiency of the Steam Turbine will be enhanced.

First Harbin–make 600 Mw major overhauling order at Salaya from Essar Power Gujarat Limited

Your Company has won and successfully completed the first major overhauling order for 600 MW Harbin steam turbine, based on technical edge, speed and responsiveness. Essar Power is one of India's leading private power producers with over 15 year operating track record with a total installed generation capacity of 3,940 MW.

Rotor refurbishment orders for LMZ 210 Mw units from state utilities

Your Company is currently executing orders for complex rotor refurbishments of 210 MW units from state utilities APGENCO and TNEB. These contracts were secured due to local engineering, workshop capabilities and repair experience.

GAS POWER SYSTEMS

The gas power sector witnessed a sluggish year due to lack of gas in India.

Power automation and controls (pac)

Your Company's Power Automation and Control unit in Noida is focused on delivering operational excellence in Automation & Controls Solutions. It is one of the major 'Centre of Excellence' for global engineering for the group.

Your Company successfully:

• Synchronized NTPC's Mouda II (2 X 660 MW) Unit–3 thermal power station with the transmission grid in March 2016 with ALSPA Controplant Distributed Control System

• Executed ALSPA Controgen (Excitation) from India for international projects in Al–Rusail Power plant & Al–Ghubra power & desalination plant in Oman

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.

GLOBAL ACQUISITION OF ALSTOM POwER BY GE

On 30 April 2014, General Electric Company ('GE') and Alstom announced that GE had made a unilateral binding offer to acquire the Alstom Power and Grid business. Accordingly, a Public Announcement was made under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ('SEBI (SAST) Regulations') for the Open Offer (the 'Offer') for acquisition of up to 17,479,143 (seventeen million four hundred and seventy nine thousand one hundred and forty three) fully paid–up equity shares of face value of ? 10 each of ALSTOM India Limited ('Company') representing 26% of the total paid–up equity share capital of the Company from public shareholders.

On 02 November 2015, an indirect acquisition of control of your Company was done by GE.

The aforesaid Offer opened in January 2016 and completed in February 2016 and in terms of the said Offer, 13,789 (thirteen thousand seven hundred and eighty nine) fully paid–up equity shares of the Company were tendered by public shareholders and the same were acquired by the Acquirer. The shareholding in the Company of the Promoters, as a result increased to 68.58% from 68.56% as hitherto.

CHANGE IN NAME OF THE COMPANY

Consequent to the completion of the Open Offer by GE in February 2016, your Company became a GE group entity. In view of the above, the Board of Directors approved the change of name of the Company from 'ALSTOM India Limited' to 'GE Power India Limited' in its meeting held on 14 March 2016, subject to necessary approvals.

DIRECTORS

The Board of Directors, in compliance with Section 161 of the Companies Act, 2013 ('the Act'), Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations') and upon recommendation of Nomination and Remuneration Committee, appointed Mr. Ashok Ganesan and Mr. Alain Christian Spohr as Additional Directors with effect from 01 April 2016 and Ms. Neera Saggi as Independent Additional Director with effect from 14 June 2016. They shall hold office up to the date of the forthcoming Annual General Meeting and are eligible for appointment as a Director. 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 of the Company.

In compliance with Sections 196 and 203 of the Act, Mr. Ashok Ganesan was appointed as Managing Director of your Company with effect from 01 May 2016 for a period of 3 (three) years, subject to the approval of members and such other approvals as may be required.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Rathindra Nath Basu, Non–Executive Chairman shall retire by rotation at the ensuing Annual General Meeting and is eligible for re–appointment.

The Board recommends their appointment / re–appointment.

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. 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.

In view of other responsibilities / commitments, Mr. Patrick Armand Prosper Ledermann, Vice–Chairman & Managing Director and Ms. Carole Roselyne Marcelle Le Couedic, Director resigned from the Board with effect from 01 April 2016 and Mr. Vasudevan Kotivenkatesan, Independent Director, resigned from the Board with effect from 07 June 2016. The Board places on record its appreciation for the valuable contributions made by them during their tenure.

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 FY 2015–16 on 29 April 2015, 22 July 2015, 17 September 2015, 09 November 2015, 05 February 2016 and 14 March 2016. The maximum interval between any two Board Meetings did not exceed 120 (one hundred and twenty) days.

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 Companies (Meetings of Board and its Powers) Rules, 2014 and the Listing Regulations. There were no recommendations made by the Audit Committee which were not accepted by the Board. There are no frauds reported by Auditors of your Company under Section 143(12) of the Act.

The Board of Directors reconstituted the Audit Committee with effect from 14 June 2016. Ms. Neera Saggi was inducted as a member of the Audit Committee.

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 of the same are provided in the Corporate Governance Report which forms part of this Annual Report.

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 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 has been annexed as Annexure 'A' to this Report.

AUDITORS AND AUDIT REPORT

STATUTORY AUDITORS

The Statutory Auditors of your Company, M/s. S. N. Dhawan & Co., Chartered Accountants (Firm Registration Number – 000050N), vide their letter dated 06 June 2016, conveyed their unwillingness for re–appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting. Special Notice under Section 140(4) of the Act was received from a member proposing an Ordinary Resolution to appoint M/s. B S R & Co. LLP, Chartered Accountants (FRN – 101248W/W–100022) as Statutory Auditors of the Company.

In compliance with Section 139, 140 of the Act read with Companies (Audit and Auditors) Rules, 2014, upon recommendation of the Audit Committee, the Board of Directors have appointed M/s. B S R & Co. LLP, Chartered Accountants as Statutory Auditors of the Company for a term of 5 consecutive years from the conclusion of the ensuing 24 Annual General Meeting to the conclusion of the 29 Annual General Meeting of the Company subject to approval of the members of the Company. M/s. B S R & Co. LLP, Chartered Accountants have conveyed their willingness to accept appointment and have confirmed their eligibility under Section 141 of the Act.

The Management's response on the emphasis of matters given in the Auditors' Report on the Financial Statements has been provided in Note no. 48 of the Notes to Standalone Financial Statements.

COST AUDITORS

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, 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 2016–17 to carry out the cost audit for the applicable business on a remuneration of ? 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 thereunder.

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 members' ratification for the remuneration payable to M/s Shome & Banerjee, Cost Accountants for the FY 2016–17, 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, your Directors appointed M/s. Hemant Singh & Associates, Company Secretaries to undertake the Secretarial Audit of your Company. The Report of the Secretarial Auditor has been annexed as Annexure 'B' to this Report.

With reference to the observation made by the Secretarial Auditors in their Report, members may note that there was a delay in filing of the Corporate Governance Report with Stock Exchanges for the quarter ended 30 September 2015 due to certain administrative reasons. Your Company had duly complied with the directives issued by BSE Limited and National Stock Exchange of India Limited in this regard.

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 'The Spirit & The Letter' ('S&L') which is followed by anyone who works for or represents GE, which includes your Company.

During FY 2015–16, 5 (five) concerns were reported in your Company which were duly attended and closed.

The aforesaid policies are available on the Company's website viz. www.alstomindiainvestorrelations.com

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

I. in the preparation of the annual financial statements for the year ended 31 March 2016, 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 2016 and of the profit and loss 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

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

(a) ALSTOM Power Boilers Services Limited; and

(b) ALSTOM Boilers India Limited

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 FY 2015–16. Further, the aforesaid subsidiaries did not have any business operations during the year.

The Board of Directors in their meeting held on 06 June 2016 approved the dissolution of ALSTOM Boilers India Limited, an immaterial wholly owned subsidiary of the Company, since it had not undertaken any operations.

Your Company has incorporated a Joint Venture ('JV') on 11 August 2015 with ALSTOM Transport S.A. ('ATSA') in the name of Alstom Systems India Private Limited. This JV was formed pursuant to a MOU executed between the Company and ATSA on 06 August 2014 ('MoU') wherein it was agreed to form a JV to bid for a tender of the Dedicated Freight Corridor Corporation of India Limited ('DFCCIL') pertaining to the Bhaupur–Khurja section of the eastern dedicated freight corridor ('Project'). The aforesaid JV was declared as the lowest bidder and a letter of acceptance dated 21 July 2015 was issued by DFCCIL awarding the Project to the Consortium of the Company and ATSA. Under the MoU and letters of participation, your Company and ATSA agreed that the role of your Company in the JV shall be limited only to equity participation not exceeding 5% (not exceeding ? 80 million) and that of ATSA would be 95% or more. Your Company would not be responsible for the execution and day–to–day management of the transport operations specific to this Project.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with provisions of Section 129 of the Act read with the Companies (Accounts) Rules, 2014 and the Listing Regulations, your 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 forms part of this Annual Report. Further, as per the fourth proviso of Section 136(1) of the Act, audited financial statements of each of the subsidiary companies have been placed on the website of the Company www.alstomindiainvestorrelations.com Members 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 REPORT

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans and investments made by your Company covered under Section 186 of the Act have been provided in Note no. 20 and Note no. 13 respectively of the Notes to Standalone Financial Statements which forms part of this Annual Report. Your Company has not given any guarantee during the FY 2015–16, except as specified in the notice of Annual General Meeting.

RELATED PARTY TRANSACTIONS

During the FY 2015–16, 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 were at arm's length and in ordinary course of business. Your Company has in place a Related Party Transactions Policy.

During the FY 2015–16, 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 and thus disclosure in Form AOC–2 is not applicable to the Company. The disclosures pertaining to transactions with Related Parties in compliance with the applicable Accounting Standards have been provided in Note no. 32 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 has been annexed as Annexure 'C' to this Report.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Based on the most recent evaluation of internal control over financial reporting, wherever applicable, by the Company's Auditors and the Audit Committee of the Board of Directors, there were no deficiencies in the design or operation of internal controls, that could adversely affect the Company's ability to record, process, summarize & report financial data and there have been no material weaknesses in the internal controls over financial reporting including any corrective actions with regard to deficiencies.

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.

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 Employées

The information as required under Section 197 of the Act 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 and 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 your Company.

DEPOSITS

Your 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.

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

During the FY 2015–16, 1 (one) case was reported, which was investigated and resolved in accordance with the 'Policy on Prevention of Sexual Harassment of Women at Alstom' 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 2015–16 impacting the going concern status and your Company's operations in future.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is striving to improve the quality of lives of people across the length and breadth of the Country through its commitment to high quality products and technologies.

This tradition of excellence has been extended to CSR initiatives undertaken by your Company at its various manufacturing locations. The selection of sites for CSR activities is in line with its determination to contribute to the betterment of the communities in and around the areas of presence.

The selection of projects, their monitoring and assessment of progress are led by the CSR Committee through regular meetings and reviews. A multi–functional group, led by the Managing Director meets once a month to review the progress and status of the projects, thus providing top level direction to the commitments made by the Board.

During the FY 2015–16, the Company inter–alia embarked on CSR activities at the following locations:

• Solapur, Maharashtra

• Shahabad, Karnataka

• Durgapur, West Bengal

• Vadodara, Gujarat

The programmes undertaken by your Company inter–alia create impact in the following areas:

• Improved learning, living conditions and classroom experience of children

• Clean drinking water in schools and villages

• Access to health and medical diagnosis and treatment

• Increasing water availability and water storage

• Sanitation and hygiene

• Access to clean energy

• Support for environmental projects

• Nutrition for school children

• Livelihoods and income–generation

Projects undertaken were a combination of direct implementation through your Company's committed employee volunteers and by leveraging the specific expertise of Non–Governmental Organisations (NGOs) and Government.

A brief of the projects undertaken during the FY 2015–16 are presented below:

Skills Development

Solapur and Shahabad

About 15% of the population is Solapur is engaged in agriculture. However, for the large majority of youth, migration is the only possibility of livelihood ever since the exit of a number of textile mills from the district. Your Company has embarked upon a year–long programme to extend livelihood support through skill–building to 300 beneficiaries in the areas of financial management, masonry, retail management and beautician training in order to support the youth in Solapur and neighbouring areas. The programme is still underway, with more than 100 beneficiaries already trained and are either employed, self–employed or pursuing on the job training.

In village development programme in Shahabad near your Company's mills unit, the livelihood component provides for farm and non–farm skill building. The farmers have been trained on soil 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 youth have been trained on four–wheel motor driving.

Villages Adoption

Shahabad and Durgapur

Your Company has a long presence at Shahabad and Durgapur, where your Company has mills and boilers factories respectively. In order to provide support to the villages located in the vicinity, your Company has taken up comprehensive activities comprising livelihood, water, access to electricity, education and sanitation. Both locations have health programmes, including a comprehensive mobile medical unit service. In Shahabad, your Company is also actively working with women's self–help groups for building awareness and strengthening the programme implementation. All in all, more than 2,500 children and 4,000 village households will benefit from the projects.

Education and Nutrition

Shahabad, Durgapur and Vadodara

Your Company has taken up the project of improving the facilities of schools in Shahabad and Durgapur with better amenities and conditions. At Shahabad, your Company is facilitating two schools which support over 2,000 children from more than 10 neighbouring villages. The project has improved safety of children by the construction of a protective compound wall. In addition, your Company has provided for clean drinking water, improved sanitation facilities, improved learning of children through computers. Similarly, in Durgapur, your Company is reaching out to more than 600 children in five schools with improved classroom facilities such as benches and computer laboratories. Children who used to sit on coarse floors will benefit from new dining furniture. In a residential school catering to children from highly marginalised tribal population, your Company has provided beds and water purifiers. Most of the children in the villages in Shahabad and Durgapur come from homes with poor access to electricity. Your Company's support of solar lanterns will not only bring light to the lives of children by helping children in their studies, but will also reduce the expenses on kerosene which is a climate and health hazard.

Your Company has partnered with Akshaya Patra Foundation for school nutrition, hygiene and health project in 16 schools in Vadodara. Through this partnership, your Company is extending mid–day meals to about 3,500 children in 16 Government schools, along with sensitisation on hygiene and health issues. Your Company is also providing for fresh stainless steel plates for eating.

Health, Water and Sanitation

Your Company is addressing the issue of water from the perspectives of drinking water, water conservation and water for irrigation. Your Company has provided for fresh drinking water through Reverse Osmosis (RO) and water purifiers in schools across project areas. In villages adopted by your Company in Durgapur, your Company provides for safe drinking water, while in Shahabad your Company is trying to create watershed structures for increased availability of water in the villages.

In addition to the health camps in project areas, your Company has also introduced the mobile medical units in its project areas in Shahabad and Durgapur as part of a three year project.

In support of the Government's efforts of sanitation, your Company has contributed a sum of ? 5 million to Swachh Bharat Kosh.

Energy and Environment

In villages in Shahabad, the project activity envisages provision of solar street lights. Your Company is implementing a project in which a large part of use of conventional energy in the kitchen of Akshaya Patra Foundation in Vadodara will be replaced with renewable energy. The approach includes providing clean energy to reduce the carbon footprint by installation of 40KWp Solar Rooftop Solution and a grid–tied system with Net Metering. The rooftop solar panel will provide clean energy to meet the daily kitchen load and excess generation will also save proportional energy bills as the energy is despatched back into the grid. In addition, your

Company is replacing existing CFL and older fixtures with energy efficient LED lights, thus improving the working conditions and further reducing the energy demands in the kitchen.

As part of Company's commitment to sustainable development, your Company contributed ? 5 million to Clean Ganga Fund in support to Government's programme of Namami Gange which aims for a comprehensive and all round rejuvenation of the Ganga river.

Prime Minister's National Relief Fund

During the year, as part of CSR commitment, your Company contributed ? 5 million to the Prime Minister's National Relief Fund.

The details about the composition of Corporate Social Responsibility Committee, development and initiatives taken by your Company on CSR etc. 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 www.alstomindiainvestorrelations.com

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

Rathindra Nath Basu Chairman & Non–Executive Director (DIN 01192973)

Ashok Ganesan Managing Director  (DIN 07468130)

Place: Noida

Date: 14 June 2016

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