NOTICE. b) the audited consolidated financial statements for the financial year ended 31 March 2018 and the report of Auditors thereon.

Transcription

1 GE Power India Limited (formerly ALSTOM India Limited) NOTICE NOTICE is hereby given that the 26 th Annual General Meeting ( AGM ) of the members of GE Power India Limited (formerly ALSTOM India Limited) ( the Company ) will be held on Saturday, 21 July 2018, at 11:00 a.m. at Rama Watumull Auditorium, Kishinchand Chellaram College, Dinshaw Wachha Road, Churchgate, Mumbai to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt: a) the audited standalone financial statements of the Company for the financial year ended 31 March 2018, the Reports of the Board of Directors and Auditors thereon; and b) the audited consolidated financial statements for the financial year ended 31 March 2018 and the report of Auditors thereon. 2. To declare dividend on Equity Shares for the financial year ended 31 March To appoint a Director in place of Mr. Sanjeev Agarwal, Whole-time Director (DIN: ), who retires by rotation, and being eligible, offers himself for re-appointment. SPECIAL BUSINESS: 4. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), M/s. Shome & Banerjee, Cost Accountants (Firm Registration No ), appointed as the Cost Auditors by the Board of Directors of GE Power India Limited (formerly ALSTOM India Limited) ( the Company ), be paid remuneration of H3,00,000/- (Rupees Three Lakhs only) plus applicable taxes and reimbursement of out of pocket expenses, to conduct the audit of the cost records of the Company for the financial year ending 31 March RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to the above resolution. 5. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 (the Act ) and the rules made thereunder (including any statutory modification(s) or re-enactment thereof), read with Schedule V to the Act and pursuant to applicable Article of the Articles of Association of the Company and subject to the approval of the Central Government, as may be required and such other recommendations, approvals, sanctions if and when necessary, desirable and expedient in law, consent of the members be and is hereby accorded to the appointment of Mr. Andrew H DeLeone (DIN: ) as the Managing Director of the Company for a period of three (3) years with effect from 01 August 2017 up to 31 July 2020 on such terms and conditions as set out in the Agreement as laid before this meeting, which is hereby specifically approved and sanctioned, with liberty to the Chairman, Board of Directors (hereinafter referred to as the Board which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this resolution) to alter, vary and modify the terms and conditions of the said appointment and/or Agreement, in such manner as may be agreed upon by and between the Board and Mr. Andrew H DeLeone within and in accordance with the conditions prescribed in Schedule V to the Act or any amendment to the Schedule or the Act and if necessary as may be agreed to between the Board and Mr. Andrew H DeLeone. RESOLVED FURTHER THAT no remuneration shall be payable or paid to Mr. Andrew H DeLeone by the Company as Managing Director. Actual business-related expenses like travel, telephone, boarding and lodging etc. incurred in relation to the services provided by Mr. Andrew H DeLeone shall be borne by the Company. RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to the above resolution. 210

2 Corporate overview Statutory reports Financial statements Notice 6. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT further to the resolutions passed at the 25 th Annual General Meeting ( AGM ) held on 31 July 2017 for the appointment of Mr. Sanjeev Agarwal (DIN: ) as Whole-time Director of the Company for a period of three (3) years with effect from 30 May 2017 till 29 May 2020 on such terms and conditions as set out in the draft Agreement as laid before the 25 th AGM, material terms of which were set out in the explanatory statement attached to the notice of the 25 th AGM, pursuant to the provisions of Sections 196, 197, 198, 203 and any other applicable provisions of the Companies Act, 2013 (the Act ) and the rules made thereunder (including any statutory modification(s) or re-enactment thereof), read with Schedule V to the Act and pursuant to applicable Article of the Articles of Association of the Company and subject to the approval of Central Government, as may be required and such other recommendations, approvals, sanctions if and when necessary, desirable and expedient in law, the consent of the members of the Company, be and is hereby accorded for revision in the remuneration payable to Mr. Sanjeev Agarwal, Whole-time Director of the Company with effect from 01 August 2017 as per the details provided in the statement pursuant to section 102(1) of the Act, which is forming part of this notice, for the remaining period of his present term of appointment upto 29 May 2020 and the other terms and conditions of his appointment remaining the same as set out in the draft Agreement as aforesaid and with liberty to the Chairman, Board of Directors (hereinafter referred to as the Board which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this resolution) to alter, vary and/or modify the terms and conditions of the said appointment and/or Agreement, in such manner as may be agreed upon by and between the Board and Mr. Sanjeev Agarwal within and in accordance with the limits prescribed in Schedule V to the Act or any amendment to the Schedule or the Act and if necessary as may be agreed to between the Board and Mr. Sanjeev Agarwal. RESOLVED FURTHER THAT the remuneration payable to Mr. Sanjeev Agarwal as Whole-time Director by way of salary, ex-gratia payment or commission, perquisites and other allowances, shall be in accordance with the provisions of Section 197 and other applicable provisions, if any, of the Act. RESOLVED FURTHER THAT notwithstanding anything herein above stated, where in any financial year during the currency of his tenure as Whole-time Director, the Company has no profits or its profits are inadequate, the Company shall pay the remuneration by way of salary and perquisites as set out in the agreement/provided in the statement pursuant to section 102(1) of the Act, which is forming part of the notice as minimum remuneration, subject to the approval of the members/central Government and such other recommendations, approvals, sanctions, if and when necessary. RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to the above resolution. 7. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to Section 188 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 and other applicable provisions of law, if any, approval of members be and is hereby accorded to the Board of Directors (hereinafter referred to as the Board ) of GE Power India Limited (formerly ALSTOM India Limited) ( the Company ) for the following material related party transactions entered into by the Company during FY : Name of the Related Party and Nature of Transaction (H in million) GE Power Systems India Private Limited (formerly known as Alstom Bharat Forge Power Private Limited) 3,472 Inter Corporate Deposits (ICD) 2,000 Interest on ICDs 24 Reimbursements/ Others 1,448 RESOLVED FURTHER THAT consent of members be and is hereby accorded to the Board for the acts and deeds already done in the aforesaid matter and further authorised to finalise the terms and conditions as may be considered necessary, expedient or desirable and execute such agreements, documents and writings to give effect to the above resolution. RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers conferred on it by or under this Resolution to any Committee of Directors of the Company or any one or more director(s)/officer(s) of the Company as it may consider appropriate in order to give effect to the foregoing resolution. 211

3 GE Power India Limited (formerly ALSTOM India Limited) 8. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to Section 188 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 and other applicable provisions of law, if any, approval of members be and is hereby accorded to the Board of Directors (hereinafter referred to as the Board ) of GE Power India Limited (formerly ALSTOM India Limited) ( the Company ) for entering into material related party transactions in FY and onwards as specified below: Name of the Related Party and Nature of Transaction (H in million) NTPC GE Power Services Private Limited 5,000 Purchase orders received/purchase orders placed/reimbursements (received/paid)/tender 5,000 arrangements/guarantees/indemnities/joint & several liability undertakings RESOLVED FURTHER THAT the Board be and is hereby further authorised to finalise the terms and conditions as may be considered necessary, expedient or desirable and execute such agreements, documents and writings and to do or cause to be done, all acts and take all such steps as may be necessary, proper or expedient to give effect to the above resolution. RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers conferred on it by or under this Resolution to any Committee of Directors of the Company or any one or more director(s)/officer(s) of the Company as it may consider appropriate in order to give effect to the foregoing resolution. 9. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, consent of the members be and is hereby accorded to the continuance of directorship of Dr. Uddesh Kumar Kohli (DIN ) upto 24 July 2019, who was appointed as an Independent Director of the Company at the 22 nd AGM held on 25 July 2014 to hold office for five consecutive years for a term upto 24 July 2019, not liable to retire by rotation, pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force). 10. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 197, 198 and any other applicable provisions of the Companies Act, 2013 ( Act ) (including any statutory modification(s) or re-enactment thereof for the time being in force), provisions of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company, in addition to the sitting fees being paid/payable for attending the meetings of the Board of Directors of the Company and its Committees, a sum not exceeding one percent (1%) per annum of the net profits of the Company calculated in accordance with the provisions of Section 198 of the Act, be paid to and distributed amongst the directors other than the managing director or whole-time director of the Company or some or any of them in such amounts or proportions and in such manner and in all respects as may be decided and directed by the Board of Directors from time to time and such payments shall be made in respect of the profits of the Company for each financial year, commencing from 01 April 2018, provided that none of the directors aforesaid shall receive individually a sum exceeding H2,000,000/- (Rupees two million only) in a financial year plus taxes at applicable rate. Place : Noida Date : 14 June 2018 By Order of the Board of Directors Registered Office: Pradeepta Kumar Puhan The International, V Floor, Company Secretary 16, Marine Lines Cross Road No.1, (FCS No: 5138) Off Maharshi Karve Road, Churchgate, Mumbai

4 Corporate overview Statutory reports Financial statements Notice NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER. PROXIES SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. 2. A person can act as a proxy on behalf of members not exceeding fifty in number and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as a proxy and such person shall not act as proxy for any other person or shareholder. 3. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting. 4. The Statement pursuant to Section 102(1) of the Companies Act, 2013 ( the Act ) with respect to the special business set out in the Notice is annexed. 5. In accordance with the provisions of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 ( Listing Regulations ), the particulars of Directors who are proposed to be appointed/re-appointed are given in the Corporate Governance Report, which forms part of this Annual Report. The Directors have furnished requisite consents/declarations for their appointment/ re-appointment. 6. The Register of Members and the Transfer Books of the Company shall remain closed from 16 July 2018 to 21 July 2018 (both days inclusive) for the AGM. 7. Members holding shares in physical form are requested to intimate, indicating their respective folio number, the change of their addresses, the change of Bank Accounts, etc. to M/s. Karvy Computershare Private Limited ( Karvy ), Karvy Selenium Tower B, Plot No 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad , Telangana, the Registrar and Transfer Agents of the Company, while members holding shares in electronic form may write to their respective Depository Participant for immediate updation. 8. Members who hold shares under more than one folio in name(s) in the same order are requested to send the relevant share certificate(s) to Karvy for consolidating the holdings into one account. Karvy will return the share certificate(s) after consolidation. 9. Members/Proxies should bring the attendance slip duly filled in, for attending the Meeting. The attendance slip is enclosed with this Annual Report. 10. Unclaimed dividend for the following financial years is lying in the Unclaimed Dividend Account of the Company and shall become eligible for transfer to the Investor Education and Protection Fund on the dates mentioned herein below: Year Due date for transfer to IEPF August September September August August No dividend declared August 2024 Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto ( IEPF Rules ), as amended from time to time, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF), constituted by the Central Government. The Company had, accordingly, transferred H2,259,540/- being the unpaid and unclaimed dividend amount pertaining to FY to the IEPF. Unclaimed dividend for the years prior to and including the financial year has been transferred to IEPF. The Company has been sending reminders to the concerned members before transferring of such dividend(s) to IEPF. 213

5 GE Power India Limited (formerly ALSTOM India Limited) 11. Details of unpaid/unclaimed dividend are also uploaded, on the Company s website The members are requested to kindly check their dividend entitlement and those who have not yet encashed/claimed their dividend for the aforesaid years, may write to the Company or to Karvy in this regard. 12. Pursuant to the provisions of IEPF Rules, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority ( IEPF Account ) within a period of thirty days of such shares becoming due to be transferred to the IEPF Account. Accordingly, the Company had transferred 116,324 equity shares of H10/- each to the demat account of IEPF Authority on which the dividend remained unpaid or unclaimed for seven consecutive years after following the prescribed procedure. Further, all the shareholders who have not claimed/ encashed their dividends for FY are requested to claim the same latest by 14 August In case valid claim is not received by that date, the Company will proceed to transfer the eligible shares to the demat account of IEPF Authority in compliance with the IEPF Rules. In this regard, the Company has individually informed the shareholders concerned on 08 May 2018 and also published notice in the newspapers as per the IEPF Rules. The details of such shareholders and shares due for transfer are uploaded on the Investors Section of the website of the Company viz. ge-power-india-limited. 13. A dividend of H3/- per equity share has been recommended by the Board of Directors for the financial year ended 31 March 2018, subject to the approval of the shareholders at the ensuing Annual General Meeting. The dividend, if declared at the Annual General Meeting, would be paid/dispatched on and from 23 July 2018 to those persons or their mandates: (a) whose names appear as Beneficial Owners as at the end of the business hours on 14 July 2018 in the list of Beneficial Owners to be furnished by National Securities Depository Limited and Central Depository Services (India) Limited in respect of the shares held in electronic form; and (b) whose names appear as Members in the Register of Members of the Company after giving effect to valid share transfers in physical form lodged with the Company/its Registrar and Transfer Agents before 15 July Queries on accounts and operations of the Company, if any, may please be sent to the attention of the Company Secretary seven days in advance of the Meeting so that the answers may be made available at the Meeting. 15. The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Act and the Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act will be available for inspection by the members at the AGM. 16. Members can avail the Nomination facility by filing Form 2B with the Company or Karvy. Blank forms will be supplied on request. In case of shares held in dematerialization form, the nomination must be lodged with their Depository Participant (DP). 17. Members are requested to bring the copy of the Annual Report to the AGM. Electronic copy of the Annual Report for FY is being sent to all the members whose IDs are registered with the Company/DPs for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their address, physical copies of the Annual Report for FY is being sent in the permitted mode. 18. Members are informed that in case of joint holders attending the AGM, only such joint holder who is higher in the order of names will be entitled to vote. 19. The requirement relating to ratification of the appointment of Auditors by members at every Annual General Meeting is done away with vide notification dated 07 May 2018 issued by the Ministry of Corporate Affairs. Accordingly, no resolution is proposed for ratification of appointment of Auditors. 20. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their Demat accounts. Members holding shares in physical form can submit their PAN details to the Company /karvy. 21. Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018, which was published in the Official Gazette on 08 June 2018, vide Notification No. SEBI/LAD-NRO/GN/2018/24, the securities of listed companies can be transferred only in dematerialised form. The said regulation shall come into force on the one hundred and eightieth day from the date of its publication in the Official Gazette. In view of the above, members are advised to dematerialise the share(s) held by them in physical form. 214

6 Corporate overview Statutory reports Financial statements Notice 22. All the documents referred to in the accompanying notice will be available for inspection at the registered office of the Company on all working days between am to 1.00 pm up to the date of AGM and copies thereof shall also be made available for inspection at the Corporate Office of the Company on all working days between am to 1.00 pm up to the date of AGM. 23. Members may also note that the Notice of the 26 th AGM, Attendance Slip, Proxy Form, Route Map, Ballot Paper and the Annual Report for FY will also be available on the Company s website for download. 24. Voting through electronic means: In compliance with provisions of Section 108 of the Act and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, Regulation 44 of the Listing Regulations and Secretarial Standard of General Meetings (SS-2) issued by the Institute of Company Secretaries of India, the Company is pleased to provide its members the facility to exercise their right to vote at the 26 th AGM by electronic means from a place other than the venue of the AGM ( remote e-voting ). For this purpose, the Company has availed the e-voting services provided by Karvy. The complete details of instructions for e-voting are annexed to this notice. The facility for voting through ballot paper/instapoll shall also be available at the meeting and the members attending the meeting who have not cast their vote(s) through remote e-voting shall be able to cast their vote(s) at the meeting. Members who would have already cast their vote(s) through remote e-voting shall be entitled to attend the meeting but shall not have the right to vote again. STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 Item No. 4 The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s. Shome & Banerjee, Cost Accountants (Firm Registration No ) (Cost Auditors) to conduct the audit of the cost records of the Company for the financial year ending 31 March 2019 at a remuneration of H3,00,000/- (Rupees Three Lakhs only) plus applicable taxes and reimbursement of out of pocket expenses, subject to necessary approvals. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the members of the Company at the AGM. Accordingly, the Board recommends the resolution as set out in Item No. 4 above for the approval of members as an Ordinary Resolution. None of the Directors / Key Managerial Personnel of the Company / their relatives is, in any way, concerned or interested, financially or otherwise, in this resolution. Item No. 5 The Board had appointed Mr. Andrew H DeLeone (DIN: ) as an Additional Director w.e.f. 20 June 2017, pursuant to Article 153 of the Articles of Association of the Company read with Section 161(1) of the Companies Act, 2013 and the rules made thereunder ( the Act ). His appointment was regularized by the members of the Company by passing a resolution at the 25 th AGM held on 31 July Further, on the recommendation of Nomination and Remuneration Committee, the Board had appointed Mr. Andrew H DeLeone as the Managing Director of the Company for a period of three (3) years with effect from 01 August 2017 up to 31 July 2020, subject to necessary approvals. The Agreement executed between the Company and Mr. Andrew inter-alia contains the following terms and conditions: 1. Mr. Andrew shall, during the term of this Agreement well and faithfully discharge his duties as Managing Director and shall use his best endeavours to promote the interest and welfare of the Company. 2. Mr. Andrew shall serve the Company as its Managing Director for a period of three years from 01 August 2017 to 31 July 2020 in accordance with Sections 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof), read with Schedule V to the Companies Act, 2013 (the Act ). 3. The Board of Directors of the Company (the Board) may delegate some of its powers to the Managing Director and Mr. Andrew shall discharge his duties faithfully. Mr. Andrew shall have the management of whole of the affairs of the Company with inter alia the power to appoint and dismiss employees of the Company, to enter into contracts on behalf of the Company in the ordinary course of business and to do and perform all other acts and things, which in the ordinary course of business, he may consider necessary or proper or in the interest of the Company. 215

7 GE Power India Limited (formerly ALSTOM India Limited) 4. During his tenure as the Managing Director of the Company, Mr. Andrew shall use his best endeavours to promote the interest and welfare of the Company. 5. No remuneration shall be paid to Mr. Andrew by the Company towards his appointment as the Managing Director. Mr. Andrew shall be entitled to be paid or reimbursed the following: (a) Entertainment expenses actually and properly incurred by him in the course of the business of the Company in accordance with the rules and regulations of the Company in force from time to time or as may be approved by the Board of Directors; Expenses on telephone, traveling, hotel and other expenses incurred by him in India and abroad exclusively on the business of the Company in accordance with the rules and regulations of the Company in force from time to time or as approved by the Board of Directors. He may nominate a person to accompany him while travelling outside India and the actual and reasonable expenses incurred by such nominee in respect of traveling, hotel and other expenses shall be reimbursed by the Company; and (b) Actual business related expenses like travel, telephone, boarding and lodging etc. incurred in relation to the services provided by Mr. Andrew shall be borne by the Company. 6. As long as Mr. Andrew functions as the Managing Director he shall not be paid any sitting fees for attending the meeting of the Board of Directors or Committee thereof. 7. Mr. Andrew shall be entitled to participate and benefit under Stock Option Scheme(s), Stock Attribution Scheme(s), Share purchase Scheme(s), Share Preferential Allotment Scheme(s) and such other similar scheme(s) of the General Electric Company, USA as may be announced from time to time. 8. As long as Mr. Andrew functions as Managing Director, he shall not be subject to retirement by rotation. 9. During his tenure as Managing Director of the Company, Mr. Andrew shall remain exclusively an employee of GEII, USA, a GE Group Company in the USA, and shall not be an employee of the Company. He will receive his remuneration from GEII, in accordance with the policies of GEII. 10. Mr. Andrew is the Executive - Business Operations, Steam Power Systems, India. The functions of Mr. Andrew for the said business vertical shall be complementary to his role as the Managing Director of the Company. He will not hold the office of key managerial personnel in any other company. 11. Mr. Andrew shall not, during the term of this Agreement with the Company, engage himself either directly or indirectly or be interested in any capacity whatsoever or render assistance to any firm, Company or persons whatsoever whether a manufacturer, dealer or trader in goods or products which are of the same or similar kind and nature as those of the Company, except for GE Group Companies or as otherwise specified in the Agreement. 12. Mr. Andrew shall not during his appointment as the Managing Director of the Company or at any time thereafter divulge or disclose to any person whomsoever or to make any use whatsoever for his own purpose or for any purpose other than that of the Company any information or knowledge obtained by him during his employment as to the business or affairs of the Company or its methods or as to any trade secrets or secret processes of the Company and Mr. Andrew shall during the continuance of his employment hereunder also use his best endeavours to prevent any other person from so doing PROVIDED HOWEVER that where such divulgence or disclosure by Mr. Andrew is required in furtherance of legitimate purposes, performance of duties or discharge of legal obligations the same shall not be deemed to be a contravention of this clause. 13. If Mr. Andrew shall at any time be prevented by ill-health or accident or any physical or mental disability from performing his duties hereunder, he shall inform the Company and supply with such details as it may be reasonably required, and if he shall be unable by reason of ill-health or accident or disability for a period of 180 days in any period of twelve consecutive calendar months, to perform his duties hereunder, the Company may forthwith terminate his appointment hereunder. 14. The Company shall be entitled to terminate Mr. Andrew s appointment as Managing Director and/or his office as Director forthwith, if he becomes insolvent or makes any composition or arrangement with his creditors or ceases to be Director or a Managing Director of the Company or ceases to be an employee of GEII, USA. 15. If Mr. Andrew is guilty of inattention to or negligence in the conduct of the business or any other act or omission inconsistent with his duties as the Managing Director or any breach of this Agreement, which, in the opinion of the Board, renders his retirement from office of Managing Director desirable, the Company by not less than 90 days notice in writing to Mr. Andrew determine this Agreement and upon the expiration of such notice Mr. Andrew shall cease to be a Director of the Company. 216

8 Corporate overview Statutory reports Financial statements Notice 16. Notwithstanding anything to the contrary contained in the Agreement, either party shall be entitled to terminate the Agreement at any time by giving to the other party 90 days notice in writing in that behalf, without the necessity of showing any cause and on the expiry of the period of such notice this Agreement shall stand determined and in view thereof and as a consequence of such termination by notice Mr. Andrew shall cease to be a Director of the Company. 17. The Company has the right to cancel this Agreement without notice for Due Cause. Due Cause for dismissal without notice is an event such as serious or repeated violations of contractual obligations, guidelines or instructions; intentionally or negligently causing damage or injury; any behaviour that seriously damages the Company s reputation; or serious offence against local laws. 18. The terms and conditions of the said appointment and/or Agreement may be altered and varied from time to time by the Board as may be permissible as it deems fit, subject to the provision of the Act, or any re-enactment or any amendments or modification thereto. 19. The appointment of Mr. Andrew as Managing Director shall be subject to the approval of shareholders in the Extra-ordinary General Meeting or Annual General Meeting or through Postal Ballot and the Central Government (as may be required). 20. All sanctions, approvals, permissions, licences and other requirements of the Government of India and of any statutory authorities required for giving effect to the appointment of Mr. Andrew and all the terms and conditions of this agreement shall be obtained by the Company and this agreement, if required, shall be amended/ modified/ corrected in accordance with the approvals/sanctions/permissions obtained from the approving authority. Brief resume of Mr. Andrew, nature of his expertise in specific functional areas other directorships and Committee memberships / chairmanships, if any, shareholding and relationships between directors inter-se etc. as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ) and other relevant details as required under Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, has been provided in the Corporate Governance Report forming part of the Annual Report. The Board considers that the appointment of Mr. Andrew as a Managing Director of the Company would be of immense benefit to the Company. Accordingly, the Board recommends the resolution as set out in Item no.5 for the approval of members as a Special Resolution. None of the Directors / Key Managerial Personnel of the Company / their relatives except Mr. Andrew, to whom the resolution relates, is in any way, concerned or interested, financially or otherwise, in this resolution. Item No. 6 Mr. Sanjeev Agarwal was appointed as Whole-time Director of the Company at the 25 th AGM held on 31 July 2017 for a period of three years with effect from 30 May 2017 till 29 May The remuneration of Mr. Sanjeev Agarwal was not revised at the time of his appointment as Wholetime Director of the Company except normal increment given to him w.e.f. 01 July 2017 as per Company s policy in the capacity of an employee of the Company. He was also made the Occupier of all factories of the Company w.e.f. 30 May Keeping in view the additional responsibilities entrusted to him and the time spend by him to discharge his responsibilities, there was a need to increase his remuneration. The Nomination & Remuneration Committee had reviewed the matter and recommended to the Board of Directors ( Board ) for consideration of the proposed increase in remuneration of Mr. Sanjeev Agarwal, Whole-time Director w.e.f. 01 August 2017 as per the details given below: (Amount in H) Particulars Remuneration at the time of appointment as Whole-time Director Remuneration after annual increment as per Company s policy w.e.f. 01 July 2017 Proposed remuneration w.e.f. 01 August 2017 Basic Salary (per month) 255, , ,333 Annual fixed pay 9,180,000 9,914,000 10,900,000 Mr. Sanjeev Agarwal, Whole-time Director has provided dedicated and commendable services and has significantly contributed to the overall growth of the Company. Therefore, the Board considered and approved the aforesaid recommendations of the Nomination & Remuneration Committee, subject to necessary approvals. The other terms and conditions contained in the agreement which was approved by the Nomination & Remuneration Committee and Board of Directors of the Company on 29 May 2017 and subsequently approved by the members of the Company at the AGM held on 31 July 2017 shall remain unchanged. Brief resume of Mr. Agarwal, nature of his expertise in specific functional areas, other directorships and Committee memberships / chairmanships, if any, shareholding and relationships between directors inter-se etc. as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) 217

9 GE Power India Limited (formerly ALSTOM India Limited) Regulations, 2015 ( Listing Regulations ) and other relevant details as required under Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, has been provided in the Corporate Governance Report forming part of the Annual Report. The Board recommends the resolution as set out in Item No. 6 above for the approval of members as an Ordinary Resolution. None of the Directors / Key Managerial Personnel of the Company / their relatives except Mr. Agarwal, to whom the resolution relates, is in any way, concerned or interested, financially or otherwise, in this resolution. Item No. 7 During FY the Company had executed following business transactions with a related party namely GE Power Systems India Private Limited (formerly known as Alstom Bharat Forge Power Private Limited) ( GPSIPL ) in the ordinary course of business and at arm s length. 1. Inter Corporate Deposits (ICD); 2. Interest on ICDs; and 3. Reimbursements/Others In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ) necessary prior approval of Audit Committee had also been obtained for executing aforesaid related party transactions with GPSIPL to the extent of H 3,472 million during FY However, the related party transactions taken together as at 31 March 2018 exceeded (10%) of the annual consolidated turnover of the Company as per the last audited financial statements (i.e. FY ). The Audit Committee had accorded its approval to the aforesaid material related party transactions, subject to necessary approvals. The aforesaid business transactions have been undertaken considering the complementary, competency, strength, technology of related parties in the best interest of the Company. The aggregate amount of transactions of the Company with the aforesaid related party exceeds the limit of 10% of consolidated turnover of the Company as per last audited financial statements, the matter is therefore placed before the members of the Company for ratification and approval. The Board recommends the resolution as set out in Item No. 7 above for the approval of members as an Ordinary Resolution. None of the Directors / Key Managerial Personnel of the Company / their relatives, is in any way, concerned or interested, financially or otherwise, in this resolution. Item No. 8 The Company is expecting to enter into some business transactions with a related party namely NTPC GE Power Services Private Limited ( NGPSPL ) in the ordinary course of business and at arm s length. In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ) necessary prior approval of Audit Committee has also been obtained for executing related party transactions with NGPSPL to the extent of H5,000 million during FY The aforesaid related party transactions, if fully executed in FY , shall exceed ten percent of the annual consolidated turnover of the Company as per the last audited financial statements. The Audit Committee has accorded its approval to the aforesaid material related party transactions, subject to necessary approvals. The aforesaid transaction is proposed considering the business interest of the Company. Accordingly, the Board recommends the resolution as set out in Item No. 8 above for the approval of members as an Ordinary Resolution. None of the Directors / Key Managerial Personnel of the Company / their relatives, is in any way, concerned or interested, financially or otherwise, in this resolution. Item No. 9 The members of the Company at its 22 nd Annual General Meeting held on 25 July 2014 appointed Dr. Uddesh Kumar Kohli as an Independent Director of the Company for a period of five consecutive years for a term upto 24 July However, SEBI vide notification dated 09 May 2018 notified the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 wherein it was prescribed that, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect. Dr. Uddesh Kumar Kohli has exceeded the age of seventy 218

10 Corporate overview Statutory reports Financial statements Notice five (75) years. The aforesaid provision shall be effective from 01 April 2019, which will be before convening of the 27 th AGM. Brief resume of Dr. Kohli, nature of his expertise in specific functional areas and names of companies in which he holds directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se etc. as stipulated under Listing Regulations and other relevant details as required under Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, are provided in the Corporate Governance Report forming part of the Annual Report. The Board considers that Dr. Kohli s continued association would be of immense benefit to the Company and it is desirable to continue to avail his services as an Independent Director. Accordingly, the Board recommends the Resolution as set out in Item no. 9 for the approval of members as a Special Resolution. None of the Directors / Key Managerial Personnel of the Company / their relatives, except Dr. Uddesh Kumar Kohli to whom the resolution relates, is in any way, concerned or interested, financially or otherwise, in this resolution. Item No. 10 Pursuant to provisions of the Sections 149, 197, 198 and any other relevant provisions of the Act, (including any statutory modification(s) or reenactment thereof for the time being in force), provisions of Listing Regulations and the Articles of Association of the Company and taking into account the roles and responsibilities of the directors, it is proposed that the Directors other than Managing Director and the Whole-time Director be paid for each financial year commencing from 01 April 2018, remuneration not exceeding one percent (1%) per annum of the net profits of the Company computed in accordance with the provisions of the Act. This remuneration will be distributed amongst all or some of the Directors in accordance with the directions given by the Board of Directors from time to time and subject to any other applicable requirements under the Act. This remuneration shall be in addition to fee payable to the Directors for attending the meetings of the Board or Committee(s) thereof or for any other purpose whatsoever as may be decided by the Board, and reimbursement of expenses for participation in the Board and other meetings. However, none of the Directors shall receive individually a sum exceeding H2,000,000/- (Rupees two million only) in a financial year plus taxes at applicable rate. The Non-Executive Directors and the Independent Directors of the Company bring with them significant professional expertise and rich experience across a wide spectrum of functional areas such as industry knowledge, marketing, technology, corporate strategy, finance etc. Accordingly, the Board recommends the resolution as set out in Item no. 10 as an Ordinary Resolution. The Managing Director, Whole-time Director and Key Managerial Personnel of the Company and their relatives are not concerned or interested, financially or otherwise, in the resolution set out in Item No. 10 of the Notice of the AGM. Directors other than the Managing Director and the Whole-time Director of the Company may be deemed to be concerned or interested in the resolution set out in Item No. 10 of the Notice to the extent of the remuneration that may be received by them from the Company. Place : Noida Date : 14 June 2018 By Order of the Board of Directors Registered Office: Pradeepta Kumar Puhan The International, V Floor, Company Secretary 16, Marine Lines Cross Road No.1, (FCS No: 5138) Off Maharshi Karve Road, Churchgate, Mumbai

11 ROUTE MAP TO VENUE FOR AGM Rama Watumull Auditorium, Kishinchand Chellaram College, Dinshaw Wachha Road, Churchgate, Mumbai C Rd Government Colleges Hostel Government Law College tha d l as Thackersey Marg Chaphekar Chowk Murzba Marine Drive Jogging Track Dinshaw Vacha Rd Jamshedji Tata Road V North Road Bombay High Court Hutatma Chowk The Estate Age Association of I Kishinchand Chellaram College (AGM Venue) Mahatma Gandh i R oad Express Tower VFS OFFICE VB Gandhi Madame Cama Rd Vidhan Bhavan Marg Mantralaya Chhatrapati Shivaji Maharaj Vastu... National Gallery of Modern Art Mittal Court Mittal Tower annath Bhos l e Rd Maharsh i K arve Rd Cooperage Rd