The Directors have pleasure in presenting the 19th Annual Report of
 the Company and the Audited Accounts for the year ended 31st March 2011.
 
                                                      (Rupees thousands)
 Financial Results                       For the year     For the year
                                            ended             ended
                                         31 March 2011    31 March 2010
 
 Profits before Extraordinary items, 
 Tax, Interest and                           3,023,645        2,901,471
 
 Depreciation
 
 Less: Interest                                    Nil          (1,244)
 
 Less: Depreciation                          (482,825)        (417,124)
 
 Profit before Tax                           2,540,820        2,483,103
 
 Less: Provision for Taxation
 
 -Current Tax                                (778,300)        (876,000)
 
 - Deferred Tax                               (73,500)           65,403
 
 Profit after Tax                            1,689,020        1,672,506
 
 Balance brought forward from previous year  2,513,750        1,792,645
 
 Profit available for Appropriation          4,202,770        3,465,151
 
 Appropriations
 
 a) Transferred to General Reserve             168,902          167,251
 
 b) Proposed Dividend                          670,242          670,242
 
 c) Corporate Dividend Tax                     106,141          113,908 
 
 Balance Carried forward to Balance Sheet    3,257,485        2,513,750
 
 
 Dividend
 
 The Directors are pleased to recommend a dividend at the rate of Rs.
 10/- per equity share for the year ended 31 March 2011 (previous year
 Rs. 10/- per share) on 67,024,174 equity shares of Rs.  10/- each.
 
 Operations
 
 A detailed review of the operations, performance and outlook of the
 Company and its business is given in the Management Discussion and
 Analysis Report, which forms a part of this Annual Report.
 
 Consolidated Financial Statements
 
 In compliance with the applicable Clauses of Listing Agreements with
 the Stock Exchanges, the Company has prepared Consolidated Financial
 Statements as per the Accounting Standard on Consolidated Financial
 Statements (AS 21) issued by the Institute of Chartered Accountants of
 India. The Audited Consolidated Financial Statements along with the
 Auditors Report have been annexed to this Annual Report.
 
 Corporate Governance
 
 Your Company is in compliance with the requirements and disclosures
 with respect to the Code of Corporate Governance as required under
 Clause 49 of the Listing Agreement entered into with the Stock
 Exchanges. As a listed company, necessary measures are taken to comply
 with the Listing Agreements with the Stock Exchanges. A report on
 Corporate Governance as stated above, along with a certificate of
 compliance from the Auditors, forms part of this Annual Report. The
 Vice Chairman and Managing Directors declaration regarding compliance
 with ALSTOM Projects India Limited Code of Conduct for Board Members
 and Senior Management is attached to the Corporate Governance Report.
 
 Management Discussion and Analysis
 
 The Management Discussion and Analysis is presented in a separate
 section, which forms a part of the Annual Report.
 
 Directors Responsibility Statement
 
 In compliance of Section 217(2AA)
 
 of the Companies Act, 1956, the Directors of your Company confirm:
 
 (i) that the applicable accounting standards have been followed in
 preparation of final accounts and there are no material departures;
 
 (ii) that such accounting policies have been selected and applied
 consistently and such judgements and estimates made are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company as at 31 March 2011 and of the profit of the Company for
 the year ended on that date;
 
 (iii) that proper and sufficient care has been taken for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 (iv) that the annual accounts have been prepared on a going concern
 basis.
 
 Subsidiary Company
 
 ALSTOM Power Boilers Services Limited is a wholly owned subsidiary of
 your Company.
 
 The Ministry of Corporate Affairs, Government of India vide General
 Circular No:2 /2011 dated 08 February 2011 has directed that provisions
 of Section 212 of the Companies Act, 1956 shall not apply in relation
 to subsidiaries of those companies which fulfil the conditions
 contemplated in the aforesaid circular. Your Company fulfils the
 conditions contemplated in the said circular. Therefore, the Annual
 Report and other particulars of the subsidiary company are not attached
 with this Annual Report.  However, a statement of particulars of the
 subsidiary company has been attached alongwith the audited Consolidated
 Financial Statements.
 
 The Company shall provide the copy of Annual Report and other documents
 of its subsidiary company as required under Section 212 of the Act to
 the shareholders of the Company and also to the shareholders of the
 subsidiary company on their request, free of cost. The Annual Report
 containing the annual accounts of the subsidiary company is also kept
 open for inspection by any shareholder at the Registered Office of the
 Company and that of the subsidiary company. The details of accounts of
 the subsidiary company have been placed on the website of the Company.
 The Consolidated Financial Statements presented by the Company include
 financial results of its subsidiary company.
 
 Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings and Outgo:
 
 The particulars as prescribed under sub-section (1)(e) of Section 217
 of the Companies Act, 1956, read with the Companies (Disclosure of
 Particulars in the Report of Board of Directors) Rules, 1988, are given
 in Annexure-A which forms a part of this Directors Report.
 
 Environment Compliance:
 
 The Company complies with all requirements regarding management of
 pollutants of manufacturing units and also conducts Environmental
 Audits of its units at regular intervals.
 
 The Company has obtained necessary environmental consents such as air,
 water and hazardous waste authorisation from respective Pollution
 Control Boards and are in compliance with the present environmental
 legislation.
 
 Particulars of Employees:
 
 The total number of employees of the Company as on 31 March 2011 was
 3,941.
 
 Information in accordance with the provisions of Section 217(2A) of the
 Companies Act, 1956, read with Companies (Particulars of Employees)
 Rules, 1975, forms part of this Directors Report. However, as per the
 provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the
 Report and Accounts are being sent to all Shareholders of the Company
 excluding the Statement of Particulars of Employees under Section
 217(2A) of the Companies Act, 1956. Any Shareholder interested in
 obtaining a copy of the said Statement may write to the Company
 Secretary at the Registered Office of the Company, and the same will be
 sent by post.
 
 Group for Inter-se Transfer of Shares
 
 As required under Regulation 3(i)(e) of the Securities and Exchange
 Board of India (Substantial Acquisition of Shares and Takeovers)
 Regulations, 1997, person constituting Group (within the meaning as
 defined in the Monopolies and Restrictive Trade Practices Act, 1969)
 for the purpose of availing exemption from applicability of the
 provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations
 are given in Annexure-B which forms part of this Annual Report.
 
 Fixed Deposits
 
 The Company has not accepted any fixed deposits during the year under
 review.
 
 Board of Directors
 
 In accordance with the Articles of Association of the Company, Mr.
 Dominique Pouliquen and Mr. K. Vasudevan, Directors retire by rotation
 from the Board of Directors of the Company at the ensuing Annual
 General Meeting. Both are eligible and seek their re-appointment at the
 ensuing Annual General Meeting.
 
 Dr. Pedro Sole had resigned from the Directorship of the Company with
 effect from 31 January 2011.  The Board places on record its
 appreciation for the valuable services and guidance given by Dr. Pedro
 Sole to the Company during his tenure as a Director of the Company.
 
 The particulars of Directors proposed to be re-appointed are given in
 the Corporate Governance Report of this Annual Report.
 
 Auditors
 
 M/s. Price Waterhouse, Chartered Accountants, Statutory Auditors of the
 Company, hold office until the conclusion of the ensuing Annual General
 Meeting and are eligible for reappointment.
 
 The Company has received the letter pursuant to Section 224(1B) of the
 Companies Act, 1956 from Messrs. Price Waterhouse, Chartered
 Accountants, regarding their eligibility for re-appointment as Auditors
 of the Company.
 
 The Notes to Accounts referred to in the Auditors Report are self-
 explanatory and do not call for any further comments.
 
 Appreciation
 
 The Board of Directors take this opportunity to thank all its valued
 customers, banks, government authorities, investors and stock exchanges
 for their continued support to the Company. The Board also takes this
 opportunity to express its sincere appreciation for the excellent
 support and dedicated efforts put in by the employees for continued
 good performance.  Further, your Directors wish to thank its promoters
 (viz: ALSTOM Group) for its ongoing valuable support and also other
 shareholders of the Company for the continuing support.
 
 
 
 For and on behalf of the 
 Board of Directors
 
 Francois Carpentier 
 Vice Chairman & 
 Managing Director
 
 S.M. Momaya 
 Whole time Director & 
 Chief Financial Officer
 
 
 Place: Noida 
 Date : 25 April 2011