Dear Shareholders

Your Directors present the 27^th Annual Report of the Company along with theAudited Financial Statements for the financial year ended 31 March 2019 (‘FY2018-19')

FINANCIAL HIGHLIGHTS

DIVIDEND

In compliance with the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (‘the Listing Regulations') as amendedfrom time to time your Company has adopted a Dividend Distribution Policy. This policyspecifies the parameters of distribution of dividend with objective of deliveringsustainable value to its stakeholders. The Dividend Distribution Policy of the Company isannexed as ‘Annexure A' to this Report.

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

TRANSFER TO RESERVES

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

STATE OF COMPANY'S AFFAIRS Operations - The year in review

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

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

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

Conventional sources of electricity are being challenged by a global focus on climatechange which the Government of India (GoI) has vigorously supported through an extensiverenewable energy installation program especially Solar and Wind. This has resulted inrenewables sources capturing a significant share of the growth resources and availablefunds for the power sector in the market. While the share of renewables energy in theIndian electricity mix will increase over time conventional sources will remain vital inorder to meet the energy requirements of the growing economy. In fact their role willevolve in increasingly important ways:

1. Ordering of supercritical thermal power generation plants will continue for theforeseeable future. During FY18-19 orders were placed for ~3GW and the recentlypublished National Electricity Plan' 2018 indicates that levels will persist. Growingelectricity needs along with replacement of old thermal power plants are expected to drivethe market for new capacities.

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

3. Efficiency enhancements are poised to happen across the country improving overallplant efficiency slashing fuel usage leading to reduced costs increasing affordabilityboosting megawatt output and extending unit life. Furthermore we see a major reductionin CO2 emissions.

4. To integrate higher renewable energy with very limited available resources of Hydropump storage power in India it's imperative that thermal power stations will be calledupon to support renewable integration and grid balancing. This positions these stations asessential enablers for integrating increasing Renewable sources into the grid.

Your Company with more than 100 years of experience in the Indian market and proventechnological leadership is well-positioned to support the above demands for the powergeneration market in India. We believe in the people who work every day in India's thermalsector; they are ready to make conventional generation sources a relevant & leadingpart contributing to power sector's cleaner future in the country.

BOILERS

Your Company's execution unit at Noida & manufacturing facility at Durgapur WestBengal is capable of manufacturing Supercritical &

Ultra Supercritical Boilers equipped with the latest manufacturing technologies. YourCompany in partnership with BHEL accomplished the following milestones in the FY2018-19:

Major milestone achieved for

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

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

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

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

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

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

• Significant erection progress at India's first 2x500 MW Tower Boiler site atNeyveli - Commercial Operation declaration of one 500 MW unit is expected in the comingyear. First Unit has already achieved Oil Firing successfully on 28 March 19.

Boiler Pressure Parts Manufacturing & Engineering

2x800 MW North Chennai - Boiler Pressure Parts supply completed

• 2x660 MW Ennore - Boiler Pressure Parts supply completed

• 2x800 MW Telangana - Boiler Pressures dispatched

• 2x800 MW Uppur - Boiler Pressure Parts dispatch started

• 2x660MW Rampal Maitree Project in Bangladesh - Pressure Part manufacturing hasstarted

Condenser : Second Condenser from Durgapur Factory

Your Company's manufacturing facility at Durgapur West Bengal has once again designed& manufactured Condenser for 660 MW Ghatampur thermal power Project. Dispatch wascompleted by March 2019. This is a huge accomplishment for development of a new complexproduct for thermal power station.

Progress on CEL II 1 x 150 MW Sihanoukville Cambodia:

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

New orders from BHEL-GE partnership:

• 1x660 MW Coal Based Panki Super Critical thermal power Project with UPRVUNL atUttar Pradesh India

• 3x800 MW Coal Based Patratu Super Critical Thermal Power Project at JharkhandIndia with PVUNL.

• 2x660MW Coal Based Udangudi Super Critical Thermal Power Project at TamilnaduIndia with TANGEDCO

MILLS

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

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

AIR QUALITY CONTROL SYSTEM

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

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

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

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

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

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

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

• Vindyachal:

Successfully completed the Performance Guarantee test of the first limestone-based WFGD(wet flue gas desulphurization) at

NTPC's 500MW power plant at Vindhyachal Madhya Pradesh. NTPC has issued the Completionof facility certificate.

• Ghatampur ESP:

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

• KARABIGA Turkey:

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

• OPOLE Poland:

2x900 MW Power Plant - ESP - 4 Nos ESP (2 nos. for each Boiler) - SuccessfullyCommissioning done of ESP for all the units.

• QUEZON Philippines:

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

• SAFI Morocco:

2x660 MW Power Plant - ESP - 4 Nos of ESP - Passes Successful commissioning of bothUnits completed in Oct' 2018.

Plant Commercial Operation started from Feb' 2019.

• Maemoh Thailand :

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

• Yanbu Saudi Arabia:

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

• Sihanoukville - 150 MW CFB Boiler - Supply of ESP of completed with all keycomponents delivered and getting erected at site.

STEAM POWER SERVICES

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

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

As per estimates by various agencies India was the 3 ^rd largest emitter ofCO₂ & PM and 2^nd largest emitter of SOx & NOx in the world.The power sector is one of the biggest contributors to these emissions. The efficiency ofcoal-fired power plants in India is very low and there is an opportunity and need toretrofit existing coal-fired power plants to increase their efficiency and reduce theircarbon emission levels. Majority of the power continues to be generated by subcriticalunits where there is an immense need & substantial potential to improve performance.There are various retrofit options available for these units. For instance after asuccessful retrofit execution of steam turbine shaftline in India demonstrated over 14%heat rate improvement at the Gujarat State Electricity Corporation's (GSEC) Ukai &Wanakbori units your Company also executed steam turbine shaftline retrofit for anindustrial captive unit of Hindalco where we improved the heat rate of the unit by 3% andpower output by over 10% over original design. Reconfirming the need of such retrofits inthe industry your Company bagged order for similar Steam turbine shaftline retrofitupgrade from Hindalco for additional 2 units at its same site of Renusagar Power Divisionin FY18-19. Such efficiency improvement projects can help India in achieving a 33% to 35%reduction in the emissions intensity of the country's GDP by 2030 as per the commitmentmade per the global treaty and also make electricity more affordable by conserving.

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

Your Company's Power's technology will help customers reduce NOx generation by up to40% from current levels in these units helping customers meet new MoEF norms.

This was followed by bagging of the first bulk order from NTPC for supply andinstallation of low NOx combustion systems for its 10 GW of thermal power plant units.This was the first project awarded on such a large scale by NTPC to install thistechnology at its thermal power plants. The project would be implemented at NTPC's variousselected sites. With more than 150 GW of India's coal-fired fleet operating onsub-critical levels needing such upgrade for the implementation of this low NOx boilertechnology can help the country reduce its NOx by up to 50 per cent from the current leveland help these units meet the new MoEF norms for NOx emissions. By getting these firstorders in the NOx upgrade market segment in industrial & utility segment your companyis poised for growth in this market in next 2/3 years.

India is also committed to promote Renewable Energy sources for power generation andit plans to achieve about 40% cumulative electric power installed capacity from non-fossilfuel energy sources by 2030. As a step in this direction the Gol has taken severalinitiatives such as setting up the renewable energy capacity addition target to 175GW by2022. With the increasing share of renewables in the electricity generation-mix India'sdaily ramp up requirement is likely to be 60-80 GW. Some Coal-based units would berequired to address flexibility needs arising from day-of-time and weather-based gaps indaily demand / load generation curve. We expect this need for flexibility upgrade of coalunits would increase in the future as the renewable penetration grows. With specificflexibility solutions available in the broad basket of service offerings your company iswell prepared to take lead role & support these upcoming needs of the future.

Overall your Company is well placed to address customers' specific O&M needsimprove power plant efficiency reduce CO₂/NOx/PM emissions levels & alsosupport with solutions for making existing coal plants more flexible for integratinghigher GW of renewable in the future.

Following are some of the order wins & milestones achieved by your Company in FY2018-19:

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

• Retrofitting of Steam turbine shaftline with GE's ASP technology for improvingefficiency in 2 units of other OEM of HINDALCO.

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

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

• Successfully executed Digital solution for Tata Power fleet

GAS POWER SYSTEMS

The Gas Power Systems in your Company is part of the MENESA (Middle East North Africaand South Asia) region and is engaged in providing project management services for gaspower projects in South Asia while also supporting gas projects globally for the FY2018-19 from Noida Execution center of your Company:

• Bhola 2 is a 225 MW Gas based EEP project in Bangladesh where GE is supplyingtwo 6F.03 gas turbines two HRSG's and One Steam Turbine and AUX equipment. All the majorequipment deliveries are completed and the project is now under advanced stage ofexecution.

• Shajibazar 100 MW Gas based Equipment only project in Bangladesh where GE issupplying one gas turbine LMS 100 and allied MSD's. The equipment deliveries from GE aredone and now project is in Installation and Commissioning phase

• HPCL Vizag 75 MW Gas based EO project where GE is supplying one 6F.03 gasturbine and allied MSD's to BHEL. The project equipment is under manufacturing anddeliveries to customer expected by 3Q 19.

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

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

Your Company's engineering is providing support on the basic as well as the detailedengineering work for GPS global projects. Some of the EPC combined cycle projects whereGPS Noida engineering team is involved are Sergipe in Brazil EVM II in Mexico and Tucumansteam in Argentina. Besides these there are various Gas Power partner projects such asALBA and Waad AL Shamal in Middle East Ghorasal -3 and Bhola 2 in Bangladesh Track 4Aand Track 4B in Malaysia Bangkok in Thailand which are currently underway. The Noida teamis also involved in NPI support for Fast Power and System engineering in equipment onlyprojects. Additionally the team is also contributing towards mechanical system andequipment engineering for EEP projects (> 15 projects in engineering and advancerelease phase for US Latin America Africa and South East Asia)

Procurement services for Balance of Plant equipment to global Gas projects like Alba inBahrain Wad Al Shamal in Saudi Arabia Sabiya in Kuwait Zubair Samawa and Dhiqar inIraq and Bhola 2 in Bangladesh.

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

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

AUTOMATION & CONTROL

Your Company accomplished the following milestones on FY 2018-19:

• NTPC Solapur (2X660MW) Unit 2 thermal power station Successfully achieved COD(Commercial Operation Date) with Steam Power's Power Automation & Controls "PlantDistributed Control System".

The Unit is focused on delivering operational excellence in Automation & ControlsSolutions partnering with customers and being one of the "Centre Of Excellence"for Global Engineering in the world of Automation & Industrial Internet.

HYDRO

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

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

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

Idukki : Renovation and Modernization order for 1^st Stage (3x130 MW) ofIdukki Hydro Electric power station received in 2016 your Company successfullysynchronized the 1^st Unit after renovations on March 16 2019 on full load of130 MW. Next two machines shall be handed over for renovation in June 2019 and August2019.

Way forward

As coal is likely to remain the mainstay of India's energy mix for foreseeable futureeven as the country moves towards mainstreaming renewables it's imperative that makingcoal power more efficient cheaper cleaner and more flexible to support renewableintegration are going to be key future demands from the Indian coal power plants.

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

Such specific solutions along with leveraging latest digital technologies will ensurecoal-based power plants will continue to be the mainstay of India's power system for asustainable long run supplying affordable and reliable power to all Indian citizensmeeting the current as well as future growth aspirations of India.

DIRECTORS

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

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

In compliance with the provisions of the Act and the Articles of Association of theCompany Mr. Vishal Keerti Wanchoo NonExecutive Chairman shall retire by rotation at theensuing Annual General Meeting. Mr. Vishal Keerti Wanchoo being eligible offers himselffor re-appointment.

Pursuant to Section 149 of the Act and Regulation 25 of the Listing RegulationsIndependent Directors Dr. Uddesh Kumar Kohli aged about 78 years and Mr. Arun KannanThiagarajan aged about 74 years were appointed at the 22nd Annual General Meeting held on25 July 2014 for a period of 5 consecutive years up to 24 July 2019. Accordingly thetenure of Dr. Uddesh Kumar Kohli and Mr. Arun Kannan Thiagarajan shall to expire on 24July 2019 and being eligible offers themselves for re-appointment.

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

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

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

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

Employee Stock Options

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

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

MEETINGS OF BOARD AND ITS COMMITTEES

The Board meets at regular intervals to discuss on Company/ business's policy strategyand financial results apart from other Board business. The Board/ Committee Meetings arepre-scheduled and a tentative quarterly / half yearly calendar of the Board and CommitteeMeetings is discussed and finalised by the Directors in advance to facilitate them to plantheir schedule and to ensure meaningful participation in the meetings. The maximuminterval between any two Board Meetings did not exceed 120 (one hundred and twenty) days.

Your Company has the following Committees:

Audit Committee (AC)

Nomination and Remuneration Committee (NRC)

Corporate Social Responsibility Committee (CSR)

Stakeholders Relationship Committee (SRC)

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

The details of composition/change in composition meetings and attendance at themeetings of the Board and its committees namely AC NRC SRC and CSR held during the FY2018-19 and its terms of reference are provided in Corporate Governance Report which formspart of this Report.

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

AUDIT COMMITTEE

Your Company has an Audit Committee of the Board of Directors in place. The terms ofreference of the Audit Committee are in line with Section 177 of the Act and the ListingRegulations as amended. There were no recommendations made by the Audit Committee whichwere not accepted by the Board. There were no frauds reported by Auditors of your Companyunder sub-section 12 of section 143 of the Act for the FY 2018-19.

NOMINATION AND REMUNERATION POLICY

Your Company has in place a Nomination and Remuneration Policy to ensure that the Boardand top Management is appropriately constituted to meet its fiduciary obligation tostakeholders to identify and determine the integrity qualification expertise andexperience of persons who are qualified to become Directors or who may be appointed insenior management and/or as Key Managerial Personnel of the Company. This policy lays downthe guidelines relating to appointment and remuneration for Executive DirectorsNon-Executive Directors/ Independent Directors Key Managerial Personnel and SeniorManagement.

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

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations the Non-ExecutiveNon-Independent Directors and the Executive Directors of the Company were evaluated by theIndependent Directors of the Company in a separate meeting of Independent Directors heldduring the year. The formal annual evaluation of the Board as a whole Chairman of theCompany Committees of the Board namely Audit Committee Stakeholders RelationshipCommittee Corporate Social Responsibility Committee and Nomination and RemunerationCommittee and all the Directors were undertaken in the Board meeting. More details on thesame including the evaluation mechanism are provided in the Corporate Governance Reportwhich forms part of this Annual Report.

Statutory Auditors

The Statutory Auditors of the Company M/s. B S R & Co. LLP Chartered Accountants(Firm Registration Number - 101248W/W- 100022) were appointed at the 24th Annual GeneralMeeting of the

Company to hold office for a term of 5 (five) consecutive years until the conclusion ofthe 29th Annual General Meeting of the Company.

Cost Auditors

Pursuant to Section 148 of the Act your Directors on the recommendation of the AuditCommittee appointed M/s. Shome & Banerjee Cost Accountants as Cost Auditors of yourCompany for the FY 2019-20 to carry out the cost audit for the applicable business at aremuneration of H 300000/- (Rupees Three Lacs only) plus applicable taxes andreimbursement of out of pocket expenses. A Certificate from M/s. Shome & BanerjeeCost Accountants has been received to the effect that their appointment as Cost Auditorsof the Company would be in accordance with the limits specified under Section 141 of theAct.

As required under the Act the remuneration payable to the Cost Auditor is required tobe 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 theremuneration payable to M/s Shome & Banerjee Cost Accountants for the FY 2019-20 atthe ensuing Annual General Meeting.

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

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act your Directors appointed M/s.Hemant Singh & Associates Company Secretaries to undertake the Secretarial Audit ofyour Company for FY 2018-19. The Secretarial Audit Report in Form MR-3 for FY 2018-19 isannexed as ‘Annexure B' to this Report.

Further in compliance with Regulation 24A of Listing Regulations SecretarialCompliance Report for the year ended 31 March 2019 issued by M/s. Hemant Singh &Associates Company Secretaries is annexed as ‘Annexure C' to this Report. The samewas filed with stock exchanges (BSE & NSE) on 29 May 2019.

There were no qualifications reservations observations or adverse remarks made by theAuditors in their report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

I. in the preparation of the annual financial statements for the year ended 31 March2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

II. such accounting policies have been selected and applied consistently and made suchjudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at the end of the financial year 31 March2019 and of the profit of the Company for that period;

III. proper and sufficient care have been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 thatsuch internal financial controls are adequate and are operating effectively; and

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

SUBSIDIARIES/JOINT VENTURE COMPANY

GE Power Boilers Services Limited (‘GEPBSL') is a wholly owned subsidiary of theCompany. It is a non-material non-listed Indian subsidiary. It was initially engaged inthe business services related to boilers. From the year 2005 it has primarily earned onlyother income. The aforesaid subsidiary did not have any business operations during theyear. During FY 2018-19 GEPBSL had a total income of H 1.4 million (Previous Year - H 3.1million) along with loss after tax of (H 6.6 million) (Previous Year - H 0.5 million). Asat 31 March 2019 GEPBSL's accumulated losses of (H 40.1 million) have eroded its paid upequity capital of H 3.4 million.

Your Company has a Joint Venture (‘JV') with ALSTOM Transport S.A. (‘ATSA')in the name of Alstom Systems India Private Limited. The role of your Company in the JV islimited only to equity participation not exceeding 5% (not exceeding H 80 million) andthat of ATSA is 95% or more. Your Company is not responsible for the execution andday-today management of the transport operations specific to this Project.

In compliance with the first proviso to sub-section 3 of section 129 of the Act astatement containing salient features of the financial statement of Company's subsidiaryfor FY 2018-19 in the prescribed format Form AOC-1 is as under :-

PROMOTER SHAREHOLDING

The Promoter of the Company Alstom India Tracking BV. (formerly Alstom Finance B.V.)holds 46102083 equity shares constituting 68.58 % of the paid-up capital of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

VIGIL MECHANISM

Your Company is committed to best Corporate Practices based on the principle oftransparency accountability fairness and integrity to create long term sustainable valuefor its stakeholders. Your Company has in place Vigil Mechanism (Ombuds and Open ReportingProcedure) to provide an avenue to all Stakeholders to report Concerns whether actual orpotential about integrity violation or violation of law. The Company provides adequatesafeguard to the concern raiser. If a Concern Raiser faces any retaliation as a result ofreporting a Concern or supporting an investigation the aforesaid Procedure providesadequate provision to report the incident to the Chairman of the Audit Committee. Inaddition 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 representsGE which includes your Company. During the year 42 stakeholders' complaints werereceived out of which 42 complaints have been resolved to the satisfaction of thecomplainants. Out of the total resolved complaints 29% of the complaints were confirmed.

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

FIXED DEPOSIT

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

CREDIT RATING

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

ENVIRONMENT HEALTH AND SAFETY (EHS)

For your Company safety health and well-being of employees contractors and customersare of prime importance. Your Company is governed by its EHS directives and instructionsto protect itself and its stakeholders. EHS process is managed in accordance with thehighest standards and from time to time these standards are evaluated. Your Companyfollows ‘Zero Tolerance Policy'. In addition to this every stakeholder is authorisedto ‘Stop Work' when there is a potential threat of individual injury / illness orhaving chances of property damages. All locations have well-equipped healthcare facilitiesand arrangement for emergencies. Employees at all levels are given trainings so that theyhave an understanding of EHS requirements and build a culture of safety and well-being.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report is presented in a separate section which forms part ofthis Annual Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the year your Company placed Inter-Corporate Deposits (ICDs) of H 1550 million(closing balance) with GE Power Systems India Private Limited and H 33.9 million (closingbalance) with GE Power Boilers Services Limited. Particulars of the ICDs given areprovided in Note no. 15 and Note no. 37 of the Notes to Standalone Financial Statementswhich forms part of this Annual Report. The rate of interest for aforesaid ICDs were inthe range of 7.275% p.a. to 8.7% p.a. All the ICDs were granted in compliance with Section186 of the Act. The aforesaid ICDs were granted for business purposes only.

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

RELATED PARTY TRANSACTIONS

During the FY 2018-19 Related Party Transactions as defined under Section 188 of theAct and the Listing Regulations as amended were at arm's length and in ordinary courseof business. Your Company has in place a Related Party Transactions Policy. During the FY201819 your Company entered into material related party transactions as defined underthe Listing Regulations and the Related Party Transaction Policy of the Company whichhave 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 courseof business) which were foreseen and repetitive in nature was obtained from the AuditCommittee. During the period under review your Company did not enter into any RelatedParty Transaction which may be considered material in terms of Section 188 of the Act andthus disclosure in Form AOC-2 is not applicable to the Company. The disclosures pertainingto transactions with Related Parties in compliance with applicable accounting standardshave been provided in Note 37 of the Notes to Standalone Financial Statements.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings & outgo as stipulated under Section 134(3)(m) of the Act is annexed as‘Annexure D' to this Report.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Board of Directors of your Company has laid down a Risk Management Policy for 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. The framework of Internal FinancialsControls (IFC) complements the Policy by scientifically identifying scoping and mappingrisks to significant divisions. Risk matrices that map controls against risks in eacharea are evaluated periodically. There exists an objective rating criteria forobservations and time bound mitigations that are monitored. Every unit and function isrequired to deploy the control measures and ensure timely reporting. In the opinion of theBoard none of the above mentioned risks threaten the existence of your Company.

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

GE is an equal opportunity provider organization that consciously strives to build awork culture that promotes the dignity of all employees. In compliance with the SexualHarassment of Women at Work Place (Prevention Prohibition and Redressal) Act 2013 andthe rules made thereunder the Company has in place a policy on Sexual Harassment atworkplace. The Company has complied with the provision relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at the Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules made thereunder. During FY201819 the Company conducted awareness programmes at its various locations in respect tosexual harassment at work place. No case was reported relating to sexual harassment duringthe FY 2018-19.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Board of Directors of your Company is satisfied with the internal financial controlprocess with reference to the financial statements. Internal control environment of theCompany is reliable with well documented framework to mitigate risks. A detailed analysisis provided in the Management Discussion and Analysis.

EXTRACT OF ANNUAL RETURN

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

PARTICULARS OF EMPLOYEES

The information as required under Section 197 of the Act in respect of employees of theCompany is annexed as ‘Annexure F' to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

DISCONTINUED OPERATIONS IN FACTORIES LOCATED AT VADODARA AND SHAHABAD

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

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

MATERIAL CHANGES AND COMMITMENTS IF ANY

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate social responsibility and inclusiveness are part of GE's sustainabilitystrategy. Diversity efficient resources management climate change and engaging ourpartners in the process of sustainability are part of the overall agenda. Through employeevolunteering sustainability goals contribution by our global Foundation and country CSRefforts GE as a group has endeavored to prioritise commitment towards sustainable andinclusive development.

Your Company's CSR efforts with local communities during the year were focused on theprojects on village development sanitation & hygiene livelihoods skills developmentand farm productivity access to basic healthcare and support to socio-economicallyvulnerable population were given continued support.

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

Villages and Community Development

In Durgapur and Shahabad your Company deployed two mobile medical health units (MHU) toprovide basic healthcare to the people and cater to the essential health care needsenhance the health status and creates awareness amongst the underprivileged and needysenior citizen. MHU provides for essential diagnostic tests free medication preventivehealth care checks and health awareness activities. During FY 2018-19 the project servedmore than 12000 patients in Durgapur and 18000 patients in Shahabad.

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

Community sanitation

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

Livelihoods and Income-Generation Programmes

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

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

In compliance with the provisions of Section 135 of the Act your Company hasconstituted a CSR Committee and has made spending's towards CSR activities during FY2018-19. The Annual Report on CSR activities is annexed as ‘Annexure -G' to thisReport.

INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Pursuant to Section 124(5) of the Act read with the IEPF Authority (Accounting AuditTransfer and Refund) Rules 2016 (‘the Rules') all unpaid or unclaimed dividends arerequired to be transferred by the Company to the IEPF established by the CentralGovernment after the completion of seven years. In accordance with the aforesaidprovisions H 2803580 /- was transferred to IEPF Authority in respect of dividend for FY2010-11.

Pursuant to Section 124(6) of the Act such shares in respect of which dividend hasremained unpaid or unclaimed for seven consecutive years shall be transferred to Demataccount maintained by IEPF Authority. In accordance with the aforesaid provisions 8869equity shares of the Company were transferred to the Demat account maintained by IEPFAuthority.

The dividend accruing on 116324 equity shares (already transferred to IEPF as on 31March 2018) was credited to the account of IEPF Authority.

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

As on 31 March 2019 19217 equity shares were eligible to be transferred to IEPFAuthority after 1 September 2019. Accordingly the Company vide letter dated 14 May 2019has already written to such shareholders to claim dividends which stand unpaid/unclaimedfor the last seven consecutive years i.e. since FY 2011-12 to claim dividend on or before01 September 2019. Thereafter the dividend for the year mentioned above shall betransferred to the IEPF and the corresponding eligible shares shall also be transferred todemat account maintained by IEPF.

BUSINESS RESPONSIBILITY REPORT

As per the Listing Regulations top five hundred listed entities based on marketcapitalization are required to provide Business Responsibility Report describing theinitiatives taken by the Company from an environmental social and governance perspectiveStakeholder relationship and Customer relationship. In compliance with the aforesaidRegulations the Business Responsibility Report of the Company is annexed as‘Annexure H' to this Report.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to thank all its shareholders valuedcustomers banks Government and statutory authorities investors and stock exchanges fortheir continued support to the Company. Your Directors wish to place on record their deepsense of appreciation for the committed services by employees. Your Directors acknowledgewith gratitude the encouragement and support extended by the valued shareholders and thePromoters of the Company.