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GE T&D India Ltd.

BSE: 522275 Sector: Engineering
NSE: GET&D ISIN Code: INE200A01026
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OPEN 379.50
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VOLUME 1296
52-Week high 432.60
52-Week low 277.05
P/E 56.16
Mkt Cap.(Rs cr) 9,693
Buy Price 0.00
Buy Qty 0.00
Sell Price 378.55
Sell Qty 50.00
OPEN 379.50
CLOSE 375.60
VOLUME 1296
52-Week high 432.60
52-Week low 277.05
P/E 56.16
Mkt Cap.(Rs cr) 9,693
Buy Price 0.00
Buy Qty 0.00
Sell Price 378.55
Sell Qty 50.00

GE T&D India Ltd. (GET&D) - Director Report

Company director report

The Directors are pleased to present the sixty-first annual report together with theaudited financial statements of the company for the financial year ended March 31 2017.

FINANCIAL RESULTS

(Rs millions)
Particulars Year ended March 31 2017 Year ended March 31 2016
Sales and Services (Net) 42596 34715
Operating Profit before Finance Cost 921 1465
(As percentage of gross sales) 2.2% 4.2%
Finance Cost 1653 906
Profit Before Tax (733) 559
Tax Expense 134 214
Other Comprehensive Income net of Tax (40) (2)
Total comprehensive income / (expense) after tax (907) 343
Balance brought forward from previous year 7717 7929
Profit available for appropriations 6850 8274
Appropriations
Proposed Dividend 461 461
Corporate Dividend Tax 94 94
Others - 2
Balance carried forward 6295 7717

Financial results for the year ended March 31 2017 are in compliance with the IndianAccounting Standards (Ind-AS) prescribed under Section 133 of the Companies Act 2013.Consequently previous Indian Generally Accepted Accounting Principles (IGAAP) results forthe year ended March 31 2016 have been restated to make them comparable.

During the quarter ended June 30 2016 Company has re-evaluated recoverability ofcertain customer debts. On the basis of internal evaluation and various factors includingsignificant lapse of time and resultant increase in uncertainty in realization theCompany has provided for an amount of Rs. 693 million as bad debts reserve (excludingprovisions on account of expected credit loss). The Company has also reassessed thepending matters relating to taxes and accordingly has created provisions of Rs. 384million and Rs. 1450 million towards direct tax and indirect tax litigations/disputesrespectively.

DIVIDEND

During the year under review the Board of Directors of your Company had approved theDividend Distribution Policy in line with the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. The Policy is uploaded on the Company's website at http://www.ge.com/in/ge-td-india-limited.

Your Directors take pleasure in recommending a dividend of 90% (Rs. 1.80 per share) forevery equity share of face value of Rs. 2/- each for the financial year ended March 312017.

CHANGE IN NAME

The name of your Company was changed to GE T&D India Limited from ALSTOM T&DIndia Limited effective August 2 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 theCompany nor does it affect any rights or obligations of the Company.

PERFORMANCE REVIEW

Sustained Performance in a Challenging Market Environment

Though India's overall GDP growth in the year 2016-2017 stood at 7.1% and was among theleading countries of the world the growth in manufacturing industry and infrastructurewas not adequate to create new market opportunities and witnessed muted capex demands.Hence the capital goods sector where your Company operates witnessed degrowth. Despitethese challenging circumstances your Company continues to maintain its performance andstay at the forefront of technology advancements.

During the year 2016-17 asset quality of public sector banks remained a concern. TheGross Non-Performing Assets (NPAs) for public and private sector banks as on March 2017stood at around Rs. 6 lakh crore. As a consequence lending to power and infrastructuresector was seen to be significantly reduced throughout the year.

Power generation in the country continues to struggle with underutilized capacitiesproject slippages and off-take by state utilities. The fall in prices of solar tariffsreaching grid parity alongside conventional thermal sources of fuel is further challengingfresh investments in conventional thermal sector.

The financial difficulties faced by state utilities in India and their inability to payenergy generators have long been at the heart of India's struggle to achieve its missionof 24x7 electricity for all. The state electricity boards and distribution companies arefacing serious financial losses aggregating to over Rs. 4.3 trillion (US$ 60 billion) andare neither able to buy power nor able to pay generation companies and equipmentsuppliers.

In 2015 the Indian government launched UDAY (Ujwal DISCOM Assurance Yojana) scheme torevive financial health of distribution companies in India by putting discom debt on tothe books of state governments in return for improvements in performance. But under theterms of the UDAY scheme distribution companies cannot take out short-term loans to paytheir generators. This is limiting fresh investments in the state T&D sector andthereby creating T&D grid network congestion at the State level.

All the above factors have led to a moderate growth in the T&D sector and powerequipment market also deeply impacting the market price due to demand supply mismatch.Thus your company had to be cautious in order selection process.

Overall despite the extremely challenging market your Company successfully achieved abalanced portfolio of orders resulting in sustained market leadership and improvedoverall performance. In addition your Company ensured a healthy backlog of orders.

Success in Large High Capacity Transmission Schemes

During the financial year under review your Company was awarded a contract by SterliteGrid to supply 400/220 kV Gas insulated substations. These substations will be located atGurgaon – Palval area in the state of Haryana and shall contribute significantlytowards strengthening Haryana's grid infrastructure.

Sterlite Grid also chose your Company to execute 400/220 kV Gas Insulated substationsin the Amargarh area of Kashmir contributing towards development of grid in the Kashmirvalley. This contract will enable efficient power flow to consumers in the state.

Your Company was the preferred choice for T&D equipment by central and statetransmission utilities across the country. The central transmission utility Power GridCorporation of India Limited (Power Grid) chose your Company to provide end to end turnkey solution for 765kV & 400 kV substations at Chilakaluripeta in the state ofKarnataka.

The Company will also execute an order for Power Grid to develop 400kV/220kV/132kVsubstations at Latehar and Lohardaga for the state of Jharkhand enabling a stronger gridinfrastructure and improved power supply.

Building a Greener Grid in India

The Government of India has set ambitious target to significantly grow India'srenewable energy capacity and shift to a cleaner and greener energy mix by 2020. YourCompany had anticipated the opportunity and was fully prepared to manage the challenges ofrenewable power to the grid.

The surge in renewable energy in the country demands efficient and reliable gridevacuation network to integrate the renewable energy with the National Grid. Your Companycontinues to contribute to this initiative by supporting Power Grid by providing 765 kVhigh voltage live tank switch gear for the Bhadla and Bikaner solar evacuation project inthe state of Rajasthan. The project will enable seamless integration of the solar powergenerated by these solar parks.

During the year your Company also won a project for Rewa solar park in the state ofRajasthan. The project requires the Company to provide 400/220kV Air insulated switchgear3X 500 MVA Transformers and 1X125 MVAR Reactors.

The Company was also selected by SauryaUrja Company of Rajasthan Limited to provide a220kV switchyard for its Jodhpur Solar Park. The contract will be a key project to bedelivered by your Company jointly with private solar developers.

First Choice of Customers Across the Energy Chain

During the year under review your Company was awarded a contract by Essar ProjectsIndia Limited to supply 220 kV & 400 kV Gas insulated switchgear package for NeyveliNew Thermal Power (NNTP) project located in the state of Tamil Nadu.

NTPC Ltd. also chose your Company for developing a 400kV/132kV switchyard extension atKahalgaon. The project is critical in conventional power evacuation space during the lastyear.

BGR Energy Systems awarded your company a key contract for North Chennai Thermal powerPlant (1x800 MW). The scope includes development of 765kV Gas Insulated Substation. Yourcompany shall also be executing a 400kV/220kV/132kV GIS substation at

Hardoi Road for UP Power Transmission Company and this will play a pivotal role inenabling the grid infrastructure in the state of Uttar Pradesh. The Gas InsulatedSwitchgear for these projects shall be manufactured at the company's fully localized GISmanufacturing facility at Padappai.

Your Company shall also be providing critical generator transformers and stationtransformers to Larsen & Toubro for NTPC's Khargone Thermal Power plant (2 X 660 MW).

Alstom Bharat Forge Power Pvt. Ltd. which is developing the critical Ghatampur ThermalPower Plant (3x660MW) in Kanpur chose your Company for supplying power transformers.

Establishing new Milestones in Power

Transformers from World Class Manufacturing at Vadodara

In the financial year 2016-17 your Company's manufacturing prowess in the field ofpower transformers was applauded by customers across the energy chain.

Your Company has been selected by Power Grid to provide 420 kV series reactors forBallabgarh and Mandala substations of project.

The Company would also be delivering Shunt Reactors of 1 X 125 MVAR ratings acrossnumerous Power Grid sites at Banka Bolangir Keonjhar Durgapur Chaibasa Baripada andLakhisarai.

Transformers are integral components of an electrical grid and essential for theefficient and safe conversion of electricity between diverse voltage systems.

During the year your Company achieved a new milestone by delivering 200th unit of765kV Shunt Reactor from its world class manufacturing facility at Vadodara.

These prestigious contracts reinforce your Company's position as a fully localizedhigh technology transmission and distribution equipment manufacturer in thecountry.focused on roadmap of transmission grid till 2022 and renewable energy evacuationand stability solutions – including major trends in gas insulated substation. A paneldiscussion on Transmission Grid 2022 with major T&D stakeholders was highlyappreciated by customers.

In addition to the technical event your company showcased many technologies andinnovations at ‘SWITCH 2016' a global electrical engineering expo organized in thestate of Gujarat. During the event GE was the knowledge partner for the Innovation moduleof the summit. Your Company actively participated in the conference. The highlight of theconference was the "Innovation Dome" where around 65 innovations from across thecountry were demonstrated. The Company presented three technology innovations in thesphere of power transmission and distribution which remarkably demonstrated howdigitalization decentralization and electrification are together transforming the powersector.

Services: Enhanced Capabilities for Managing Ageing Grid Assets Consistent performanceof past years and an adequate backlog volume at the end of this year assures solidfoundation for Services business.

During the year under review your Company won a contract with a power generationcustomer asset health check-up and life assessment of key substation assets. The solutionis to be provided through the Company's state of the art asset management offerings. Thisis a small but significant step towards digital asset management which is a key focusarea in the future of Services market in India.

The year also saw a very prestigious order won by Technical Training Institute of theCompany wherein a major state transmission utility has entrusted your Company to trainmore than 400 of their engineers on various topics related to T&D. It involvedresidential program wherein each batch went through 4 days of training covering two maintopics as per the need of the batch.

Achieved New Landmarks in Execution of Projects

Continuing its efforts to create differentiation through operational excellence yourCompany has once again reached major landmarks in execution of projects in 2016-17.

In an important milestone your Company successfully commissioned Pole 1 of Phase 1 ofChampa 800 kV Ultra High Voltage Direct Current (UHVDC) project transmitting 1500 MW ofpower from Champa Chhattisgarh to Kurukshetra Haryana in March 2017

During the year under review your Company demonstrated its expertise in execution ofturnkey projects by commissioning 40 numbers of AIS and GIS substations. Main successstories were commissioning of 765 kV bay extension project for Power Grid at Phagi inrecord time of 6 months commissioning of 1st solar project of 1x70 MW at Bhadla for TataPower in 6 months and commissioning of 110 kV GIS along with laying of 16 kms of 110 kVcable in Kollam city in record time. Apart from this large number of turnkey projects werealso executed and commissioned for Company's major customers viz Power Grid Odisha Power

Transmission Corporation Limited (OPTCL) West Bengal State Electricity TransmissionCompany Limited (WBSETCL) Gujarat Energy Transmission Corporation Limited (GETCO) AndhraPradesh Transmission Company (APTRANSCO) and Megha infrastructure.

Your Company's transformer factory in Vadodara commissioned 5 units of HVDC at Champasite for 800kV 23 units of ICT/GT along with 24 units of 765 kV Shunt Reactors. Thetransformer factory at Naini delivered 91 units and commissioned more than 70 units ofTransformers & Reactors to more than 20 customers.

Throughout the year your Company's automation unit at Pallavaram has commissioned morethan 1200 bays of new and retrofit Substation Automation systems from 33kV to 765kV andcommissioned more than 700 Phasor Measurement Units across the country.

All your Company's operations in India be it in manufacturing projects services andautomation continue to be certified for Integrated Management System. This reinforces thequality of the processes of the Company and compliance to the same.

ENVIRONMENT HEALTH AND SAFETY

Your Company is committed to having a world-class program for managing EnvironmentHealth and Safety (EHS) risks. With successful integration to the GE the EHS team adaptedto the new One EHS model with a view to effectively address the different needs ofleaders managers and employees respectively. This model consists of roles such asBusiness EHS Manager Front line EHS Manager and Regional EHS Managers who togetherconstitute a framework for ensuring environment health and safety.

Operational Ownership

Operational team's commitment to EHS is ensured through: (1) regular reviews ofmanagers' EHS performance; (2) comprehensive EHS audits conducted by an independentcentral governance team and internal regional team (3) in-depth classroom EHS trainingsfor managers engaged in high Risk Operations like Lifting Working at Height Electricalworks LOTO Program and (4) feedback surveys in which employees anonymously evaluate theirmanagers' EHS commitment.

EHS professionals support and guide operational managers take lead in safety andcompliance programs.

EHS a Continuous Improvement Process

Your Company has long been setting benchmarks in the field of EHS strategy and systems.The Company's approach to continuous improvement includes a risk-based integrated EHSframework tool predictive EHS analytics progressive risk-reduction techniques productlifecycle assessment and robust governance systems.

EHS and engagement with Contractors Customers

Your Company's Contractors often conduct high-risk operations in challengingenvironments. The Company is committed to help these business partners to deliver on theirown EHS performance expectations by meshing its EHS systems with theirs. The Companysupports them through various trainings and engagement exercises.

Your Company bagged safety trophy for sharing the best practices in a two-day safetyseminar on transmission and sub-station construction organized by Power Grid. Your Companyalso received EHS recognitions and appreciations from various customers namely MahaTRANSCO Tan Transco (Tamil Nadu state Electricity board)

Power Grid Kerala State Electricity BoardMadhya Pradesh Power Generation CompanyAirport Authority of India and UPRVUNL<< give Full name also give legal completenames>>.

EHS training for managers

All GE operations managers undergo flagship EHS courses namely Plant Manager Training(PMT) or Service Manager Training (SMT). During these two-day courses plant and servicemanagers are trained on the EHS expectations and on strategy for delivering EHSperformance. PMT and SMT also teach risk-identification skills through tabletop exercisesderived from real-world case studies.

EHS Reviews

Your Company tracks EHS metrics in real time through a "Gensuite" tool. EHSperformance is regularly reviewed through an internal EHS operating review within India bysenior leaders of GE's business and globally at corporate level.

Employee Feedback

As a feedback mechanism periodic anonymous EHS-perception surveys are conducted atselected sites. These surveys are designed to measure employee's engagement their viewsof EHS performance at their workplace and their impressions on their managers' EHScommitment.

Certifications

All business units of Company are certified under the International Organization forStandardization Environmental Management System (ISO 14001) and Occupational Health &Safety Assessment Specification (OHSAS 18001).

HUMAN RESOURCES

The Human Resources function of your Company aligns its actions with business strategyto enable the organization in achieving its priorities.

HR Partnership Model

During the year under review the HR team has adopted a new HR partnership model toeffectively address the different needs of its leaders managers and employees.

This model consists of HR Business Partner (HRBP) HR Manager (HRM) and Centers ofExcellence (COE). While HRBPs support and participate in the development and execution ofbusiness strategies in partnership with leaders HRMs work closely with the employees andmanagers who provide leadership and guidance on individual HR needs and generate employeeinsights that influence organizational strategies. COEs on the other hand advice executeand simplify common HR processes.

Embracing GE Beliefs

GE Beliefs are the foundation of our culture and lay out the expectations we have ofour employees.

• Customers determine our success

• Stay lean to go fast

• Learn and adapt to win

• Empower and inspire each other and

• Deliver results in an uncertain world

The HR team invested significant efforts over the year to drive awareness and adoptionof GE Beliefs within your Company.

Performance Development

During the year ended March 31 2017 the HR team facilitated the roll out ofPerformance Development (PD) shifting from a ratings driven evaluative approach to adevelopmental approach aimed at enabling each and every employee to achieve her/his truepotential in their chosen profession. PD enables employees to give or request personalizedinsights in real-time enabling a culture of trust and openness in the organization.‘Touchpoints' provide an opportunity for Managers and Employees to initiate adialogue that is aimed at maximizing the impact of the employee on the organization'sobjectives.

Culture Compass

Your Company is focused on promoting a culture of simplification digitization andfaster interdepartmental decision making based on an employee opinion survey on culturenamed as ‘Culture Compass'. Culture conversations are held and opportunity actionsare being executed to increase overall effectiveness at workplace.

Learning & Development

Your Company is committed to investing in its people and developing their talent. Theemployees are offered leadership development and career accelerator programs administeredby the Crotonville our leadership development center which has presence around the worldincluding India. Crotonville is at the forefront of contemporary thinking in leadershipstrategy and innovation. Employees can participate in class room e-learning and blendedcourses throughout the year based on their developmental goals.

Through the annual ‘People Review' exercise your Company identifies and developsleaders and tracks the effectiveness of the overall organization. The significant time theleadership team invests in this exercise is an indication of the value we attach to thisprocess.

Rewards and Recognition

The Company's in-house recognition program "Above & Beyond" continues torecognize both team and individual performance as well as reward employee behaviorexhibiting GE Beliefs.

Engaging the workforce

Your Company realizes the importance of an engaged workforce and the HR team iscommitted in driving key engagement activities to ensure the same. The Company has variousexciting employee engagement programs. The Company's ongoing employee engagementinitiative SPARK was used to identify talented young managers through impactfuldeliberations on contemporary business challenges. One of the teams from Pallavaram unitcomprising of Srinivas Kurasakatla Jyothi Seetharaman and Aswath Ilango secured 2ndposition in National Competition for Young Managers(NCYM) organized by All IndiaManagement Association (AIMA) in 2016. Your Company also conducted a creative pathwaysworkshop for retiring employees to reflect and act on managing their retirementgracefully.

Prevention of Sexual Harassment (POSH)

In terms of Prevention of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has zero tolerance for sexual harassmentat workplace and has set up an Internal Complaints Committee at all its Units in line withthe provisions of the act. No complaint on Sexual Harassment was reported under the saidAct during the financial year under review.

QUALITY AND CONTINUOUS IMPROVEMENT

Your Company is committed to continuous improvement towards industrial excellence. Thesuccess of any continuous improvement initiative is dependent on the involvement ofemployees. Following are a few of the achievements/key actions realized through wholehearted participation of Company's employees at all levels:

1. 24 structured process improvement projects contributing to significant operationalperformance improvement were successfully executed.

2. L1/L2 initiative a proactive approach to assess and improve the level of mistakeproofing in the processes was deployed in all manufacturing units contributing toreduction of Cost of Poor Quality (COPQ).

3. Advanced Production System (APS) the global Industrial excellence model of Gridsolutions has continued to progress quite well in all manufacturing units. APS modelprovides the necessary road maps and standards to improve and sustain Safety QualityCost and Delivery (SQCD) performance and measure progress towards industrial excellence.

4. Enhancing competencies of employees at all levels is one of the key success factorsfor Continuous Improvement. In line with this need two waves of Lean Six Sigma Green Belttraining were conducted. On linebasic problem solving tools training has been deployed toenhance basic problem solving skills at different levels in the organization. Product linebasic trainings were provided to production and quality supervisors technicians andoperators to enhance awareness of manufacturing practices. Value Stream Mapping (VSM)workshops were conducted in Padappai and Hosur units.

5. Pallavaram and Padappai sites were among the 8 Energy Connections global unitsselected by GE group as brilliant factory learning sites. Brilliant factory 2017 Sitecontract of GE has been made in Pallavaram Unit and lean trilogy (Vision VSM and ActionWorkouts) were completed

6. World Quality Day was celebrated across all the units. Employee engagementprogrammes to promote awareness and commitment to Quality were organized with activeparticipation of Employees.

7. The turnkey business unit received award from Kerala State Electricity Board (KSEB)in recognition of on time completion of 110KV GIS Substation Kozhikode site andappreciation letter for high quality work in execution from Maharashtra State ElectricityTransmission Company Limited (MSETCL) Kudus site;

8. Extra high voltage transformer manufacturing factory located at Vadodara received‘GREENTECH GOLD Safety Award-2016' in Engineering - Manufacturing sector for itsoutstanding achievement in safety management by Greentech foundation of USA.

9. Short circuit test of 105 MVA and 75MVA single phase transformer was successfullycompleted and certified by KEEMA Lab Netherlands.

10. Pallavaram unit achieved 76% REACH (Registration

Authorization and Evaluation of Chemicals) Compliance for Export components of HA-Midosand Micom Products (17000 components and 707 suppliers).

11. New Motor Generator (MG) set arrangement to enhance the test facility for 3 phasePartial Discharge (PD) measurement was implemented in Naini unit.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility and inclusiveness are part of GE's sustainabilitystrategy. In our context it has wider connotations. Diversity efficient resourcesmanagement climate change and engaging partners of your Company in the process ofsustainability are part of the overall agenda. Through employee volunteeringsustainability goals contribution by our global Foundation and country CSR efforts GE asa group has endeavored to prioritize Company's commitment towards sustainable andinclusive development.

The Corporate Social Responsibility (CSR) Committee chaired by Dr. Kirit S. Parikhrecommends to the Board the CSR projects/activities to be undertaken by the Companyplans for CSR expenditure monitors the implementation of the CSR Policy and reports tothe Board of Directors.

The CSR Policy of the Company can be accessed at the web-link: http://www.ge.com/in/sites/www.ge.com.in/files/CSR%20Policy.pdf.

In continuation of your Company's previous years' efforts on corporate socialresponsibility the Company continued to drive its social development goals with acombination of key thematic areas – such as livelihood energy & environment andactivities focused on supporting broader quality of life parameters such as improvededucational infrastructure empowerment of women improved water and sanitationfacilities. Our CSR initiatives are aligned with Government of India's Swachh Bharatprogramme and United Nations Sustainable Development Goals.

Your Company's CSR programmes have well-structured employee participation. For theemployees who actively participate in implementing and supporting the CSR projects it isa rewarding experience of close engagement with communities.

Livelihood and Income Generation

Your Company is implementing a holistic livelihood programme in the neighborhood of itsmanufacturing location at Vadodara. The initiatives under the programme are primarilyaligned with rural livelihood options and are an outcome of the assessment conducted priorto the programmes.

The focus of the Company is on enhancing income generation and savings in the five keyvillages of Kotambi Alamgarh Machlipura Singhapura and Jambudiya. The first phaseincludes reskilling youth promoting savings culture by linking with government schemesencouraging entrepreneurship improving farm practices and empowering people to expandtheir livelihood opportunities. In order to ensure sustainability of the programme theendeavor is to promote grassroots community leadership.

The outcome of these programmes so far are:

• 18 Self Help Groups have been registered comprising 180 women which have beenlinked with bank schemes.

• 254 women have been trained on financial inclusion and literacy.

• 122 farmers including 65 women farmers have undergone training fromKrishiVigyan Kendra Indian Council of Agricultural Research

Non-farm vocational skilling is also part of the programme with a target to train 50youth from the villages to take up alternative occupations as well as augment farm incomesof their families.

Energy and Environment

Access to electricity through clean energy

The Company is electrifying 100 rural households of village Rehi Kala and theneighboring villages at Naini Uttar Pradesh through solar power who otherwise do nothave the resources to install inverters or adopt solar power on their own. The projectalso involves installation of 20 bright LED street lights to illuminate village roads atnight.

Enhancing quality of life

Villages development activities in the neighboring villages

The village development project at Vadodara is a holistic programme focused on overalldevelopment of the community. The Company has strengthened the infrastructure ofanganwadis and schools in areas such as water sanitation civil and electricalrenovations. The village milk collection center has been renovated resulting in betterfacilities for the community. Our health camps have benefitted more than 450 people. Awater treatment plant has been provided which should benefit the entire neighbourhoodwith clean and safe drinking water.

Schools and children

Naini Uttar Pradesh

The CSR programme at Naini has helped the community with water handpumps waterpurifiers booster pump improved infrastructure bio-toilets and a complete sanitationcomplex where the water is drawn through solar power. At Sarojini Naidu Hospital theCompany has supplemented their facilities with a dialysis machine nebuliser heatblowers desert coolers and improved wash rooms.

Pallavaram and Padappai Tamil Nadu

The Company has continued its support to the Primary and High Schools in theCantonment. This year the Company provided them with state of the art science laboratoryand a smart education centre that uses audio-visual experience. A project called NIRMANAwith a focus on health hygiene cleanliness and child abuse has been effective inbringing about behavioral change and self-confidence amongst the children.

The Company has also enabled 1600 elderly people from vulnerable sections of societyIn Chennai and Padappai to have access to quality eye care and cataract surgery.

Hosur Tamil Nadu

The focus of programme at Hosur was on improving infrastructure sanitation andproviding improved water facility at the local Industrial Training Institute. The Companyhas provided infrastructural support to the Government Boys High School Government GirlsHigh School and an Industrial Training Institute under its CSR activities.

Support for people with disabilities

Saint Louis Institute for the Deaf and Blind Chennai Tamil Nadu has over 600children with visual and hearing challenges. The Company has supported the institute witha computer laboratory a smart education center musical instruments tables and chairs.

At Naini your Company has been contributing to the betterment of people withdisabilities since 2015. The Company continued its efforts in this direction this year.The Accelerated Learning Camp was supported with renovated toilets user-friendly canesfor walking sleeping beds and batteries for inverter.

The details on CSR activities of the Company is annexed as "Annexure A" tothe Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with section 134(5) of the Companies Act 2013 the Directors of yourCompany confirm:

• that the applicable Accounting Standards have been followed in the preparationof annual accounts and that there are no material departures;

• that such accounting policies have been selected and applied consistently andthe judgments and estimates made are reasonable and prudent so as to give a true and fairview of the state of affairs of your Company as at March 31 2017 and of the profit/lossof your Company for the year ended on that date;

• that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of your Company for preventing and detecting fraud and otherirregularities;

• that the annual accounts have been prepared on a going concern basis;

• that the internal financial controls to be followed by the Company have beenlaid down and such internal financial controls are adequate and were operatingeffectively; and

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

DIRECTORS

During the year under review the Board of Directors of your Company co-opted Ms. NeeraSaggi as additional director in Independent category with effect from July 26 2016 for aperiod of five years. Your Company also co-opted Mr. Gaurav M Negi (who was earlierappointed as Chief Financial Officer effective from June 1 2016) as additional directorand Whole-time Director & Chief financial Officer for a period of two years witheffect from July 26 2016 and Mr. Nagesh Tilwani as additional director and Whole-timeDirector & Grid Automation Business and later as Whole-time Director & Head AISBusiness for a period of two years with effect from December 21 2016. Mr. Negi beingwhole-time director & Chief Financial Officer and Mr. Nagesh Tilwani being Whole-timeDirector & Head AIS Business are also Key Managerial Personnel of the Company. TheBoard of Directors also co-opted Mr. Stephane Cai as additional director liable to retireby rotation with effect from September 7 2016 and appointed him as Chairman of the Board.

Mr. Ravi Kumar Krishnamurthy was an Alternate Director to Mr. Michel Augonnet. Due toMr. Augonnet's presence in India at various times Mr. Krishnamurthy ceased to be anAlternate Director for short spells of time and was intermittently re-appointed as anAlternate Director to Mr. Michel Augonnet. The Board of Directors of your Company at itsmeeting held on July 26 2017 co-opted Mr. Ravi Kumar Krishnamurthy as Whole-timeDirector for a period of two years with effect from July 26 2016. Later he resigned witheffect from December 21 2016. During the year under review Mr. S.M. Momayasuperannuated from services of the Company and accordingly ceased to be Whole-timeDirector & Chief Financial

Officer and director of the Company with effect from close of business hours on May 312016. Mr. Chandan Roy Independent Director left for heavenly adobe on June 23 2016. Ms.Isabelle Compain-Gerlier and Mr. Michel Augonnet resigned from the Board with effect fromJuly 4 2016 and September 7 2016 respectively. Mr. Rathindra Nath Basu resigned fromthe position of Managing Director of the Company with effect from end of business hours onFebruary 28 2017 to take a global role in GE Grid Solutions as Chief Commercial Officer.Further he resigned as a director of the Company with effect from April 4 2017.

Your Board has appointed Mr. Sunil Wadhwa as additional director and Managing Directorof the Company with effect from April 4 2017 for a period of five years.

Necessary resolutions in respect of appointment of the directors mentioned above havebeen included in the notice convening the ensuing annual general meeting. Your directorscommend their appointment/ re-appointment. The particulars in respect of these directorsas required under Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are also available in the ‘Board of Directors'section in the report on Corporate Governance in the Annual Report.

Managerial Remuneration

During the quarter ended June 30 2016 Company has re-evaluated recoverability ofcertain customer debts. On the basis of internal evaluation and various factors includingsignificant lapse of time and resultant increase in uncertainty in realisation theCompany has provided for an amount of Rs. 693 million as bad debts reserve (excludingprovisions on account of expected credit loss). The Company has also reassessed thepending matters relating to taxes and accordingly has created provisions of Rs. 384million and Rs. 1450 million towards direct tax and indirect tax litigations/disputesrespectively. This has resulted into loss in terms of Section 198 of the Companies Act2013.

In view of loss during the financial year ended March 31 2017 (a) in terms of Part IIof Schedule V of Companies Act 2013 approval of Shareholders by way of special resolutionis being sought for the payment of managerial remuneration (excluding the perquisites notincluded for the computation of the ceiling on remuneration as per Part II of Schedule Vof Companies Act 2013 viz. leave encashment at the end of tenure contribution toprovident fund superannuation fund or annuity fund to the extent these either singly orput together are not taxable under the Income-tax Act 1961 and Gratuity) of Rs.17036594 Rs. 1856092 and Rs. 10307786 to Mr. Rathindra Nath Basu Mr. S. M.Momaya and Mr. Ravi Kumar Krishnamurthy respectively and (b) amounts of Rs. 14500000Rs. 16078730 and Rs. 9636420 recoverable from Mr. Rathindra Nath Basu Mr. S. M.Momaya and Mr. Ravi Kumar Krishnamurthy respectively as excess remuneration have beenrefunded by them. In terms of Section III of Part II of schedule V of the Companies Act2013 the holding company of the Company i.e. M/s Grid Equipments Private Limited hasmade payment of Rs. 23500000 Rs. 16828566 and Rs. 11019578/- to Mr. RathindraNath Basu Mr. S M Momaya and Mr. Ravi Kumar Krishnamurthy respectively for theabove amounts refunded along with bonus payable by the Company.

Declaration by Independent Directors

All the independent directors of your Company have made declaration to the Company thatthey meet all the criteria of independence laid down under section 149(6) of CompaniesAct 2013 and regulation 16(1)(b) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

Familarisation Programme for Independent Directors

Your Company under ‘Familarisation Programme for independent Directors'familiarises independent directors with the Company their roles rights responsibilitiesin the Company nature of the industry in which the Company operates business model ofthe Company etc. Your Company aims to provide its independent Directors insight into theCompany enabling them to contribute effectively.

The details of familiarisation programmes may be accessed under the CorporateGovernance section of the website http://www.ge.com/in/ge-td-india-limited. Duringthe year under review independent Directors were apprised on an ongoing basis in thevarious Board/ Committee meetings on macro-economic environment industry developmentsregulatory updates business overview operations financial statements update onstatutory compliances for Board members etc. in this respect presentations were made toindependent Directors by the Managing Director Whole-time Director & CFO and othermanagement personnel. Apart from this a familiarization programme on ‘BoardEvaluation' was conducted in the financial year 2016-17. This program of half an hour wasattended by all the Independent Directors.

AUDIT COMMITTEE

The audit committee of your Company comprises of Mr. Rakesh Nath as the Chairman andMr. Bhanu Bhushan Ms. Neera Saggi and Mr. Stephane Cai as other members. Details inrespect of the audit committee are provided in Corporate Governance Report forming part ofthe Directors' Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Your Company has an " Vigil Mechanism (Ombuds & Open ReportingProcedure)" to provide an avenue to stakeholders including employees and directorsto report concerns related to any actual or potential violation of law and ‘TheSpirit & The Letter Policies' including unethical practices incorrect ormisrepresentation of any financial statements and reports any claim of theft or fraudconflicts of interest and any claim of unfair employment practices.

Through this procedure employees are encouraged to raise integrity concerns and feelconfident that they can do so without any fear of retaliation.

The said policy may be accessed under the Corporate Governance section of the websitehttp://www.ge.com/in/ge-td-india-limited.

NOMINATION AND REMUNERATION POLICY

In terms of the section 178 of the Companies Act 2013 and Part D of Schedule II ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 your Company has a Nomination and Remuneration Policy. The aforesaidpolicy of the Company on director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of directors and othermatters is annexed as "Annexure B".

PERFORMANCE EVALUATION OF BOARD COMMITTEES AND DIRECTORS

Nomination and Remuneration Committee in terms of Securities and Exchange Board ofIndia (SEBI) circular no. SEBI/HO/CFD/CMD/ CIR/P/2017/004 dated January 5 2017 wasaligned criterion of evaluation as prescribed.

Pursuant to the provisions of the Companies Act 2013 and regulation 17 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out the annual performance evaluation of theDirectors individually including independent Directors Board as a whole and of itsvarious committees.

During the year under review the Independent Directors in terms of Companies Act 2013and regulation 25(4) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 carried out performance evaluation ofnon-independent directors Chairman of the Board and Board as a whole based on criterionof evaluation as approved by Nomination and Remuneration Committee.

Nomination and Remuneration Committee in terms of Companies Act 2013 carried outevaluation of every director's performance.

The Directors expressed their satisfaction with the evaluation process.

PARTICULARSOFEMPLOYEESANDRELATED DISCLOSURES

Details as required under section 197(12) read with Rule 5(1) of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is annexed as "AnnexureC".

A statement showing the names of employees drawing remuneration in excess of the limitsas set out in section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as"Annexure D".

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return is detailed in form MGT.9 annexed as "AnnexureE".

NUMBER OF MEETINGS OF THE BOARD

During the year under review eleven meetings of the Board of Directors were helddetails of which are provided in Corporate Governance Report forming part of theDirectors' Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of investment made are detailed in Note 4 to the financial statementsforming part of the Annual Report. Your Company has not provided any loan guarantee orsecurities under section 186 of the Companies Act 2013.

RELATED PARTY TRANSACTIONS

In terms of Regulation 23 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 your Company has a RelatedParty Transactions Policy on dealing with Related Party Transactions. The policy may beaccessed under the Corporate Governance section of the website http://www.ge.com/in/ge-td-india-limited.

All related party transactions during the year under review were on arm's length basisand in the ordinary course of business. There were no material related party transactionsmade by the Company which could be considered material in accordance with Related PartyTransactions Policy of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo as prescribed under subsection 3(m) of section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are provided in "AnnexureF" which forms part of this report.

RISK MANAGEMENT

The Board of Directors of your Company has laid down a Risk Management Policy for theCompany. It identifies elements of risks inherent to the business pertaining to tender andcontract execution operational and financial environment health and safety reputationand image currency fluctuation compliance etc. it also contains a control matrix inrespect of sources and consequences of above risks and control measures to help managethem. Every unit and function is required to deploy the control measures and ensure timelyreporting.

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

INTERNAL FINANCIAL CONTROL

The Board of Directors of your Company is satisfied with the internal Finance Controlprocess. Internal control environment of the Company is reliable with well documentedframework to mitigate risks. A detailed analysis is provided in the Management Discussionand Analysis Report forming part of the Directors' Report.

CORPORATE GOVERNANCE

The Company is committed to maintain and adhere to the highest standards of CorporateGovernance practices.

Pursuant to regulation 34 (3) read with Schedule V of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 Reports onManagement Discussion and Analysis and on Corporate Governance have been included in thisReport as separate sections. A certificate from B S R & Associates LLP CharteredAccountants regarding compliance of conditions of Corporate Governance as stipulated inregulation 34 (3) read with Schedule V of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 has also been includedin the Annual Report.

BUSINESS RESPONSIBILITY REPORT

In terms of SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2015 as amended the Business Responsibility Report describing theinitiatives taken from an environmental social and governance perspective in theprescribed format has been included in this report as separate section.

PROMOTER SHAREHOLDING

As reported in previous Directors' Report pursuant to an ‘Open Offer' in terms ofSecurities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations 2011 ("SEBI SAST Regulations") completed in February 2016 theshareholding of the Acquirer/ Promoter Group increased from 75% to 75.02% upon acquisitionof 42570 equity shares acquired by the GE Energy Europe B.V. in the offer. In terms ofregulation 7(4) of SEBI SAST Regulations read with rule 19A of Securities Contracts(Regulations) Rules 1957 the Company/ Promoters had one year time from completion ofopen offer to comply with minimum public shareholding threshold. In this respect GEEnergy Europe B.V. ("GEEE B.V") completed sale of 42565 equity shares in theCompany on November 2 2016 pursuant to the approval by Securities and Exchange Board ofIndia for on-market sell down in accordance with the provisions of the SEBI Circular No.CIR/ CFD/ CMD/ 14/ 2015 dated November 30 2015 to comply with the minimum publicshareholding threshold. Later GEEE B.V on May 4 2017 sold its balance shareholding (5shares) in the Company to another existing promoter GE Grid Alliance B.V. On account ofthis transaction GEEE B. V. has ceased to hold any shares and accordingly has ceased tobe a promoter of the Company.

STATUTORY AUDITORS

M/s. B S R & Associates LLP Chartered Accountants were appointed as statutoryauditors at previous Annual General Meeting (‘AGM') to hold office till theconclusion of 65th AGM subject to ratification of the appointment by the members at everyAGM. In terms of Section 139 of the Companies Act 2013 appointment of M/s B S R &Associates LLP Chartered Accountants. as Auditors of the Company is recommended forratification at ensuing AGM.

COST AUDITORS

M/s. Shome & Banerjee Cost Accountants and M/s. Jugal K Puri & AssociatesCost Accountants were appointed as cost auditors of your Company for the financial yearended March 31 2017 with M/s. Shome & Banerjee Cost Accountants being the Lead CostAuditor.

The Cost Audit Report for financial year ended March 31 2016 of the Company was filedon August23 2016 well within the specified time under applicable Companies (Cost AuditReport) Rules 2011.

In terms of the Companies (Cost Records and Audit) Rules 2014 your Company hasappointed M/s. Shome & Banerjee Cost Accountants and M/s. Jugal KPuri&Associates Cost Accountants as cost auditors of the Company for the financialyear ending March 31 2018to audit the cost records of the Company related to theapplicable products manufactured at its manufacturing facilities. M/s. Shome &Banerjee Cost Accountants shall be the Lead Cost Auditor. Their remuneration approved bythe Board is recommended for ratification by the members at the ensuing AGM.

SECRETARIAL AUDITORS

As per section 204 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 your Company appointed M/s VKC &Associates (Company Secretaries) as Secretarial Auditor of the Company for the financialyear ended March 31 2017.

The Secretarial Audit Report from M/s VKC & Associates (Company Secretaries) forthe financial year ended March 31 2017is annexed as "Annexure G". In referenceto recovery of managerial remuneration paid in excess of amounts as laid down under theprovisions of Section 197 read with Schedule V to the Act to the whole time directors/managing director during the financial year under review the excess amount of Rs. 40.2million has been refunded by the respective executive directors.

ACKNOWLEDGMENTS

The Directors wish to convey their gratitude and appreciation to all of the Company'semployees at all its locations for their tremendous personal efforts as well as theircollective dedication and contribution to the Company's performance.

The Directors also express its gratitude to various Government/ Regulatory authoritiesshareholders customers vendors bankers and all other business associates for theircontinued support extended to the Company during the financial year ended March 31 2017and look forward for the same in the years to come.

For and on behalf of the Board
Sunil Wadhwa
Managing Director
Gaurav M. Negi
Place: New Delhi Whole-time Director &
Date : June 22 2017 Chief Financial Officer

ANNEXURE A1

( Rs millions)
S. No. CSR project or activity identified Sector in which the project is covered Projects or programs 1) Local area or other

Amount spent on the projects or programs

Cumulative expenditure upto the reporting period** Amount spent:
2) Specify the state and district where projects or programs was undertaken Amount outlay (budget) project or programs wise Direct expenditure on the projects or programs Overheads Direct or through the implementing agency
1 Villages adoption (x) - Rural development promoting livelihoods education health hygiene water and sanitation in villages Local Area: Vadodara 8.64 5.85 - 11.68 Direct: 3.85 Implementing agency Swayam Shikshan Prayog:2.00
2 Improving schools infrastructure and facilities for children (i) (ii)Promoting education health & hygiene in schools Local area: Pallavaram (Chennai) 4.50 4.36 - 9.61 Direct – 4.36
3 Preventive and curative healthcare for the needy and elderly through cataract surgeries and mobile medical unit and through provision of safe drinking water (i) - Promoting preventive health care Local area: Chennai Padappai Hosur 17.30 16.00 0.03 16.03 Direct -0.03 Implementing agency Help Age India:16.00.
4 Improving schools infrastructure facilities for children with disabilities and support to children hospital (i) (ii) - Promoting education health & hygiene in schools and preventive health care Local area: Naini 4.50 5.03 - 9.79 Direct: 5.03
5 Community development through renewable energy (iv) –Ensuring environmental sustainability Local area: Naini 2.50 1.50 0.03 1.53 Direct – 0.03 Implementing agency Naturetech Infrastructure Private Limited: 1.50
6 Improving facilities and infrastructure for children in schools and ITI (ii) Promoting education Local area: Naini 4.70 4.51 - 8.52 Direct – 4.51
TOTAL 42.14 37.25 0.06 57.18

** Includes amount spent on CSR projects/ activities since 2014-15.

NOMINATION AND REMUNERATION POLICY

Objectives

The objective of the Nomination and Remuneration Committee of the Board of Directors ofGET&D India Limited (hereinafter referred to as ‘GETDIL' or ‘the Company')is to ensure that the Board and top management is appropriately constituted to meet itsfiduciary obligations to stakeholders to identify persons who are qualified to becomeDirectors and who may be appointed in senior management and/or as Key Managerial Personnel(KMP) of the Company in accordance with the criterion laid down recommend to the Boardthe appointment removal remuneration of the Directors Senior Management and KMP andevaluation of every Director's performance in line with the provisions of the CompaniesAct 2013 and rules prescribed therein as amended from time to time and as per theListing Agreement with Stock Exchange(s) as amended from time to time and/or such otherstatutory notification amendment or modification as may be applicable.

Responsibilities and Duties

The Committee shall undertake the specific duties and responsibilities listed below andshall also undertake such other duties as the Board prescribes from time to time. Specificduties and responsibilities of the Committee include:

1. Formulating criteria for determining qualifications positive attributes andindependence of a director.

2. Identifying persons who are qualified to become Directors and who may be appointedin Senior Management and as KMP of the Company in accordance with the criteria laid downrecommend to the Board their appointment and removal.

3. Recommending to the Board a policy relating to the remuneration of the DirectorsSenior Management KMP and other employees as may be applicable

4. Formulating criteria for evaluation of Independent Directors and the Board and carryout evaluation of every Director's performance.

5. Devising a policy on Board diversity.

6. Ensuring that level and composition of remuneration is reasonable and sufficient toattract retain and motivate Directors of the quality required to run the companysuccessfully.

7. Ensuring the relationship of remuneration to performance is clear and meetsappropriate performance benchmarks and remuneration payable to Directors SeniorManagement KMP involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the company and its goals.

8. Carrying out any other function as is mandated by the Board from time to time and/orenforced by any statutory notification amendment or modification as may be applicable.

9. Performing such other functions as may be necessary or appropriate for theperformance of its duties.

Powers

In discharging its responsibilities and duties the powers of the Committee willinclude:

1. Sole authority to retain compensate and terminate any search firm to be used toidentify Director candidate(s) and these agencies will be accountable only to theCommittee.

2. Identifying screening and reviewing individuals qualified to serve as Directors andrecommending to the Board candidates for nomination to fill Board vacancies/additions.

3. Overseeing the Company's policies and procedures for the receipt of stakeholdersuggestions regarding Board composition and recommendations of candidates for membershipof the Board.

4. Conducting or authorizing studies of matters within the Committee's scope ofresponsibility with full access to all books records facilities and personnel of theCompany.

5. To retain outside counsel for these activities if required and determine thecompensation.

6. To sub-delegate such power and authority as the Committee deems appropriate with thepurpose of meeting its objectives and duties within the scope of its terms of reference.The Committee shall however not delegate any power or authority required by lawregulation or listing standards to be exercised solely by the Committee as a whole.

Membership

The Committee shall consist of at least three directors all of whom shall benon-executive directors and at least half shall be independent.

The Chairman of the committee shall be an Independent Director.

The members of the Committee shall be appointed by the Board of Directors. The Boardhas the power to constitute/reconstitute the Committee consistent with the Company'spolicy and applicable law/regulations.

Meetings

The Committee will meet as often as it considers necessary in person and/ortelephonically and/or video conferencing or by other audio visual means. Any member maycall a meeting of the Committee.

All meetings of the Committee shall be presided over by the Chairman of the Committee.

Other Directors employees or such persons as may be deemed appropriate by theChairman/Member(s) of the Committee may be invited to attend the meeting(s).

Quorum

The quorum for meetings of the Committee shall be one third of total strength or twomembers whichever is higher.

The participation of the Directors by video conferencing or by other audio visual meansshall also be counted for the purposes of quorum.

Minutes

The Committee shall maintain written minutes of its meetings including any formaldiscussions and taking on record any action taken by written consent which shall bepresented to the Board and shall be part of minutes of the Board Meeting.

Compensation to Committee Members

The Company shall not pay any remuneration to the Committee Members except sitting feesfor each meeting of the Committee attended by the Non-Executive Independent Directors asdetermined by the Board from time to time and Commission as may be determined by Board ofDirectors of the Company within overall ceiling limit approved by Shareholders of theCompany.

Applicability

The Policy shall be applicable to:

1. The Board of Directors of the Company

2. KMP of the Company

3. Senior Management of the Company

4. Such other person(s) as may be prescribed by the law for the time being in force

Guidelines for Appointment and Removal of Director KMP and Senior Management

Appointment criteria and qualifications

1. The Committee shall identify and determine the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

2. A person should possess requisite qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether the qualification expertise and experience possessed by a candidate are adequatefor the concerned proposed position.

3. The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution and compliance of applicable provisions oflaw/regulations.

Term / Tenure

I. Managing Director/Whole-time Director

The Company shall appoint/re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.

II. Independent Director

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment for another term of fiveyears on passing of a special resolution by the members of the Company subject to thecompliance of applicable law/regulations/listing agreement etc.

No Independent Director shall hold office for more than two consecutive terms but suchIndependent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly.

A person may be appointed as an Independent Director only if the proposed appointmentis within the limits prescribed under law/ regulations/listing agreement to act as anIndependent Director by such person in any listed Company including GE T&D IndiaLimited.

III. Evaluation

The Committee shall carry out need based evaluation of performance of every DirectorKMP and Senior Management Personnel at regular intervals/Human Resources (HR) policy ofthe Company.

IV. Removal

The Committee if think fit may recommend removal of a Director KMP or SeniorManagement Personnel to the Board with reasons recorded in writing due to reasons for anydisqualification mentioned in the Companies Act 2013 rules made thereunder or under anyother applicable Act rules and regulations Company policy subject to the provisions andcompliance of the said Act rules and regulations Company policy.

V. Retirement

A Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Companies Act 2013 and the extant policy of the Company. The Board willhave the discretion to retain the Director KMP Senior Management Personnel in the sameposition / remuneration or otherwise even after attaining the retirement age for thebenefit of the Company subject to the recommendation of the Committee.

Guidelines Relating to the Remuneration for the Whole-Time Director KMP and SeniorManagement Personnel

General

1 . The remuneration / compensation / commission etc. to the Whole-time Director KMPand Senior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe terms of appointment and/or prior/post approval of the shareholders of the Company andCentral Government wherever required.

2. The remuneration and commission to be paid to Whole-time Director(s) shall be inaccordance with the percentage / slabs / conditions laid down in the Articles ofAssociation of the Company/terms of appointment approved by the Board or shareholders asthe case may be and as per the provisions of the Companies Act 2013 and the rules madethereunder.

3. Increments to the existing remuneration / compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders/central government in the case of Whole-time Director. Increments willbe effective as per the terms of appointment or 1st April as the case may be subject tocompliance of applicable law/regulations HR policy of the Company.

4 . Where any insurance is taken by the Company on behalf of its Whole-time DirectorChief Executive Officer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.

Remuneration to Whole-time / Executive / Managing

Director KMP and Senior Management Personnel

1. Fixed & Incentive pay

The Whole-time Director / KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee subject to compliance of applicable law/regulations and in accordance withCompany's HR policies. The breakup of the Annual Fixed Pay and quantum of perquisitesincluding employer's contribution to P.F pension scheme medical expenses etc. shall bedecided and approved by the Board on the recommendation of the Committee and approved bythe shareholders and Central Government wherever required. The Whole-time Director / KMPand Senior Management Personnel shall also be eligible for Annual Variable Pay (for thecalendar year) as follows:

Senior Executive Band (SEB): 50% or 70% of Annual
Fixed Pay as per group policy
Executive Band (EB): 35% of Annual Fixed Pay
Senior Professional Band (SPB): 15% of Annual Fixed Pay

subject to fulfillment of the short and long-term performance objectives as may befixed for each official vis--vis the working/performance of the company.

2. Minimum Remuneration

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Whole-time Director in accordance with theprovisions of Schedule V of the Companies Act 2013 and if it is not able to comply withsuch provisions with the previous approval of the Central Government.

3. Provisions for excess remuneration

If any Whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the prior sanction of the Central Government where required he / sheshall refund such excess remuneration to the Company and until such sum is refunded holdit in trust for the Company. The Company shall not waive recovery of such sums refundableto it unless permitted by the Central Government.

Remuneration to Non- Executive / Independent Director

1. Remuneration / Commission

The remuneration / commission shall be fixed as per the slabs and conditions mentionedin the Articles of Association of the Company and the Companies Act 2013 and the rulesmade thereunder.

2. Sitting Fees

The Non- Executive / Independent Director may receive remuneration by way of sittingfees of such amount as may be approved by the Board from time to time for attendingmeetings of Board or committee thereof. Provided that the amount of such sitting feesshall not exceed Rupees One lakh per meeting of the Board or committee or such amount asmay be prescribed by the Central Government from time to time.

3. Commission

Commission may be paid within the monetary limit approved by shareholders subject tothe limit prescribed under the provisions of the Companies Act 2013.

4. Stock Options

An Independent Director shall not be entitled to any stock option of the Company.

GLOSSARY
Board Board of Directors of the Company
Directors Directors of the Company
Committee Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board
Independent Director As prescribed in the Companies Act 2013 and rules therein as may be amended from time to time and Listing Agreement with Stock Exchanges as may be amended from time to time
Senior management Members of its core management team excluding the Board of Directors. This would also include all members of management one level below the executive directors including all functional heads and such other officer as may be prescribed under the applicable statutory provisions/regulations.
KMP a) the Chief Executive Officer or the managing director or the manager;
b) the Company Secretary;
c) the Whole-time director;
d) the Chief Financial Officer; and
e) Such other officer as may be prescribed under the applicable statutory provisions/regulations.

Unless the context otherwise requires words and expressions used in this policy andnot defined herein but defined in the Companies Act 2013 and rules prescribed therein asmay be amended from time to time and per the Listing Agreement with Stock Exchange(s)asmay be amended from time to time shall have the meaning respectively assigned to themtherein.

ANNEXURE C TO THE DIRECTORS' REPORT

DETAILS AS REQUIRED UNDER SECTION 197(12) OF COMPANIES ACT 2013 ("ACT") READWITH RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES2014

1. R atio of remuneration of each director to median remuneration of employeespercentage increase in remuneration of each Director Chief Financial Officer and CompanySecretary during the financial year ended March 31 2017:

S. No. Name of Director and KMP Remuneration of Director and KMP for the financial year ended March 31 2017 (in H) Ratio of remuneration of each director to median remuneration of employees % increase in remuneration for the financial year ended March 31 2017 provided for the purpose of section 197(12) of the Act
1 Mr. Rathindra Nath Basu1 Managing Director 20591096* 24.7 (57.10%)
2 Mr. Gaurav M. Negi2 13899254 16.7 Not applicableb
Whole-time Director & CFO
3 Mr. S. M. Momaya3 Ceased to be Whole-time Director & Chief Financial Officer w.e.f. close of business hours on 31.05.2016 11173932* 13.4 Not applicableb
4 Mr. Ravi Kumar Krishnamurthy 4 Whole-time Director & Head AIS business 15428756 * 18.5 Not applicableb
5 Mr. Nagesh Tilwani5 Whole-time Director & Head AIS business 2581542 3.1 Not applicableb
6 Mr. Manoj Prasad Singh Company Secretary 4920882 Not applicable 12.63%
7 Mr. Chandan Roy6 Independent Director 175000a 0.2 Not applicableb
8 Mr. Bhanu Bhushan Independent Director 520000a 0.6 (64.86%)
9 Dr. Kirit S. Parikh Independent Director 260000a 0.3 (79.37%)
10 Mr. Rakesh Nath Independent Director 490000a 0.6 (52.88%)
11 Ms. Neera Saggi7 Independent Director 220000a 0.3 Not applicableb

Notes:

* In view of loss during the financial year ended March 31 2017 (in terms of Section198 of Companies Act 2013) (a) in terms of Part II of Schedule V of Companies Act 2013approval of Shareholders by way of special resolution is being sought for the payment ofmanagerial remuneration (excluding the perquisites not included for the computation of theceiling on remuneration as per Part II of Schedule V of Companies Act 2013 viz. leaveencashment at the end of tenure contribution to provident fund superannuation fund orannuity fund to the extent these either singly or put together are not taxable under theIncome-tax Act 1961 and gratuity) of Rs. 17036594 Rs. 1856092 and Rs. 10307786to Mr. Rathindra Nath Basu Mr. S. M. Momaya and Mr. Ravi Kumar Krishnamurthyrespectively and (b) amounts of Rs. 14500000 Rs. 16078730 and Rs. 9636420recoverable from Mr. Rathindra Nath Basu Mr. S. M. Momaya and Mr. Ravi KumarKrishnamurthy respectively as excess remuneration have been refunded by them. In termsof Section III of Part II of schedule V of the Companies Act 2013 the holding company ofthe Company i.e. M/s Grid Equipments Private Limited has made payment of Rs. 23500000Rs. 16828566 and Rs. 11019578/- to Mr. Rathindra Nath Basu Mr. S M Momaya and Mr.Ravi Kumar Krishnamurthy respectively for the above amounts refunded along with bonuspayable by the Company. The amount mentioned in table above is net of excess remunerationrefunded by them.

1 Ceased to be Managing Director w.e.f. close of business hours on 28.02.2017 anddirector w.e.f. 04.04.2017

2 Appointed as CFO w.e.f. 01.06.2016 and Whole-time Director & CFO w.e.f.26.07.2016. For the period he was only CFO of the Company a remuneration of Rs. 2232752was paid.

3 Whole -Time Director & CFO upto 31.05.2016

4 Ceased to be an alternate director w.e.f. 25.07.2016. Appointed as Whole-timeDirector & Head AIS business w.e.f. 26.07.2016 and ceased to be director w.e.f.21.12.2016

5 Appointed as Whole-time Director w.e.f. 21.12.2016

6 Passed away on 23.06.2016

7 Appointed as additional director w.e.f. 26.07.2016 a. In view of loss in terms ofSection 198 of Companies Act 2013 the independent directors were paid sitting fees onlyand no commission was paid for the period. b. Not applicable as the director was eithernot a director in financial year ended March 31 2017 or was for part of the year

2. In the f inancial year under review there was an increase of 13.24% in the medianremuneration of employees.

3. There were 2862 permanent employees on the rolls of Company as on March 31 2017.

4. Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2016-17 was 8%.

5. It is hereby affirmed that the remuneration paid is as per the Nomination andRemuneration policy of the Company.

STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5(2)AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES2014

A. Par ticulars of top ten employees employed for the financial year under report interms of remuneration:

Sl. No. Name Designation Remuneration (in H) Qualification Experience (in Years) Date of commencement of employment Age (in years) Previous employment and designation
1 Anup Kundu Senior Site Leadership Staff Manager 22104115 Master of Science Engineering Sanitary Engineer- ing Postgraduate Diploma Sanitary Engineering Bachelor of Science Civil Engineering 48 September 1 2016 71 Sr. Project Consultant Meenakshi Energy-GDF- SUEZNellore
2 Arvind Pachauri* Human Resources Executive 14699781 LL.B. MSW 29 July 2 2007 58 ABB Ltd. Vice President - HR
3 Gaurav M. Negi Whole-time director & Chief Financial Officer 16132006** B.Com CA 19 June 1 2016 42 CFO Wipro GE Healthcare Ltd.
4 Manikkapurath Sivaprasad* Executive - Business Operations 10984250 B.Tech. - Electrical & Electronics MBA 27 November 6 1998 48 Steel Authority of India Ltd. Assistant Manager
5 Nagesh Tilwani Whole-time Director & Head-AIS business 9719023*** B.E. - Electrical & Electronics 22 September 14 1996 43 Controls & Switchgear Company Ltd. Design Engineer
6 Rajan Saxena Senior Business Operations Staff Manager 9803200 B.Tech. - Mechanical 38 June 1 2008 58 Skoda Power Pvt Ltd. - GM (Service and Spares) R&M
7 Ramalingam Karthikeyan Senior Process Improvement Manager 11125444 B.E. - Electrical & Electronics PGDBA 34 October 25 1996 56 International Components India Ltd. Manager - Operations
8 Ranganathan Vishwanath an* Executive - Business Operations 13035923 B.E. - Prod 30 September 18 2012 54 Bharat Bijalee Ltd. VP
9 Subrata Chatterjee* Executive - Business Operations 13029107 B.E. (Electronics & Power) 23 August 31 2004 48 CESC Ltd. Sr. Manager
10 Sujoy Ray* Sales Executive 19149023 B.E. Electrical (Hons.) 38 May 9 1979 60 Kesoram Industries & Cotton Mills Limited Maintenance

B. Particulars of employees employed for the financial year under report and in receiptof remuneration for that year which in the aggregate was not less than Rs. One crore andtwo lakhs (Rs. 10200000/-) per annum

None other than mentioned in A above

C. Par ticulars of employees employed for part of the financial year under report andin receipt of remuneration for any part of that year at a rate which in the aggregatewas not less than Rupees eight lacs and fifty thousand (850000) per month

Sl. No. Name Designation Remuneration (in H) Qualification Experience (in Years) Date of commencement of employment Age (in years) Previous employment and designation
1 Gaurav M. Negi Whole-time Director & CFO 16132006** B.Com CA Six Sigma Black Belt 19 June 1 2016 42 CFO Wipro GE Healthcare Ltd.
2 Rathindra Nath Basu Managing Director 20591096**** B.Sc. Physics Hons. B.Tech. - Electronics 39 February 1 2007 62 ALSTOM T&D France VP - Product Line Power Distribution
3 Ravi Kumar Krishnamurthy Whole-time Director & Head-AIS business 15428756 **** M.Com ICWA CS 29 July 27 1992 49 Madras Cements Ltd. Finance Executive
4 S. M. Momaya Whole-time Director & CFO 11173932**** B.Com (Hons.) ACA 37 September 1 2013 61 Alstom India Ltd. Whole-time Director & CFO

* Remuneration paid to these employees also includes bonus for the financial year endedMarch 31 2017 paid during the year under review.

** Includes salary paid w.e.f. 01.06.2016 as CFO and thereafter as Whole-time Director& CFO w.e.f. 26.07.2016.

*** Includes salary paid during the year in capacity as employee before being inductedon the Board as Whole - time Director w.e.f. 21.12.2016

**** In view of loss during the financial year ended March 31 2017 (in terms ofSection 198 of Companies Act 2013) (a) in terms of Part II of Schedule V of CompaniesAct 2013 approval of Shareholders by way of special resolution is being sought for thepayment of managerial remuneration (excluding the perquisites not included for thecomputation of the ceiling on remuneration as per Part II of Schedule V of Companies Act2013 viz. leave encashment at the end of tenure contribution to provident fundsuperannuation fund or annuity fund to the extent these either singly or put together arenot taxable under the Income-tax Act 1961 and gratuity) of Rs. 17036594 Rs.1856092 and Rs. 10307786 to Mr. Rathindra Nath Basu Mr. S. M. Momaya and Mr. RaviKumar Krishnamurthy respectively and (b) amounts of Rs. 14500000 Rs. 16078730 andRs. 9636420 recoverable from Mr. Rathindra Nath Basu Mr. S. M. Momaya and Mr. RaviKumar Krishnamurthy respectively as excess remuneration have been refunded by them. Interms of Section III of Part II of schedule V of the Companies Act 2013 the holdingcompany of the Company i.e. M/s Grid Equipments Private Limited has made payment of Rs.23500000 Rs. 16828566 and Rs. 11019578/- to Mr. Rathindra Nath Basu Mr. S MMomaya and Mr. Ravi Kumar Krishnamurthy respectively for the above amounts refundedalong with bonus payable by the Company. The amount mentioned in table above is net ofexcess remuneration refunded by them.

Notes:

1) Remuneration includes salary bonus commission company's contributions toprovident Fund / Gratuity Fund / Superannuation Fund and the value of perquisites on thebasis of income Tax Rules wherever applicable.

2) The above appointments are contractual.

3) None of the above employee is related to any of the Directors of the Company.

4) None of the employees by himself or along with his spouse and dependent childrenholds 2% or more of the equity shares of the Company.

To

The Members

GE T&D INDIA LIMITED

CIN L31102DL1957PLC193993

Registered Office Address: - A-18 First Floor Okhla Industrial Area Phase II NewDelhi - 110020

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For VKC & Associates
(Company Secretaries)
CS Vineet K Chaudhary
Partner
Date: May 24 2017 FCS No. 5327
Place: Noida C P No. 4548