You are here » Home » Companies » Company Overview » Triveni Engineering and Industries Ltd

Triveni Engineering and Industries Ltd.

BSE: 532356 Sector: Agri and agri inputs
NSE: TRIVENI ISIN Code: INE256C01024
BSE 00:00 | 18 Jun 166.70 -10.30
(-5.82%)
OPEN

184.00

HIGH

184.00

LOW

165.15

NSE 00:00 | 18 Jun 166.75 -10.25
(-5.79%)
OPEN

178.80

HIGH

181.50

LOW

165.10

OPEN 184.00
PREVIOUS CLOSE 177.00
VOLUME 257484
52-Week high 203.20
52-Week low 46.45
P/E 11.54
Mkt Cap.(Rs cr) 4,031
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 184.00
CLOSE 177.00
VOLUME 257484
52-Week high 203.20
52-Week low 46.45
P/E 11.54
Mkt Cap.(Rs cr) 4,031
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Triveni Engineering and Industries Ltd. (TRIVENI) - Director Report

Company director report

Your Directors have pleasure in presenting the 84th AnnualReport and audited financial statements for the Financial Year (FY) ended March 31 2020.

FINANCIAL RESULTS

Standalone Consolidated
2019-20 2018-19 2019-20 2018-19
Revenue from operations (Gross) 442357.18 315156.34 443663.22 315173.69
Operating Profit (EBITDA) 57283.31 37668.07 57944.71 37251.70
Finance cost 7931.70 6798.78 7933.13 6798.71
Depreciation and Amortisation 7489.12 5695.14 7489.12 5695.14
Profit before exceptional items & tax 41862.49 25174.15 42522.46 24757.85
Exceptional Items 282.04 2034.85
Profit before Tax ( PBT) 42144.53 27209.00 42522.46 24757.85
Tax Expenses 9396.01 5152.65 11049.25 5152.65
Profit after Tax ( PAT) before Share of Net Profit of Associates 32748.52 22056.35 31473.21 19605.20
Share of net profit of Associates 2038.61 2022.85
Profit for the year 32748.52 22056.35 33511.82 21628.05
Other comprehensive income (net of tax) (96.19) (137.34) (282.35) (41.01)
Total comprehensive income 32652.33 21919.01 33229.47 21587.04
Earning per equity share of ` 1 each (in `) 13.01 8.55 13.32 8.39
Retained Earnings brought forward 25093.73 5371.58 30599.11 9774.25
Appropriation:
- Equity Dividend (including dividend distribution tax) 3288.03 2176.78 3288.02 2176.77
- Transfer to/ (withdrawn) from molasses storage fund reserve (net) (75.65) 20.08 (75.65) 20.08
- Share of associates - buyback adjustments during the year - -- -- (1537.69)
Retained earnings carried forward 54533.68 25093.73 60790.80 30599.11

No material changes and commitments affecting the financial position ofthe company have occurred between end of the financial year of the Company to which thesefinancial statements relate and the date of this report.

PERFORMANCE RESULTS

During the year the Company has achieved record results in terms ofboth turnover and the profitability. Turnover is 40% higher at `›4423.57 crore withPAT of `›327.48 crore which is 48% higher than the previous year. About 78% of theturnover has been contributed by Sugar Business 10% by Co-generation and Distillery and12% by the Engineering Business and others. It is heartening to note that theprofitability of all the businesses has significantly improved over the previous yearbarring Co-generation which is down by 42% in view of a steep downward revision of powertariff applicable from the beginning of the year.

BUSINESS OPERATIONS AND FUTURE PROSPECTS COVID-19

The world has witnessed one of the worst pandemic COVID-19 which hasbrought about most unprecedented public health and socio-economic crisis in our lifetimeacross the globe. In India the spread of COVID-19 started in February-March '2020and accordingly initial lockdown was ordered for a period of 21 days by MHA vide itsOrder dated March 24 2020 and further extended it with progressive relaxations.

Our sugar cogeneration and distillery operated uninterruptedly asthese were categorized as essential goods/services. There were serious supply chainchallenges but these were addressed with the full cooperation from our supply chainpartners and with the prompt help from the UP State Government and the Central Governmentto tide over all impediments. In view of grave shortage of hand sanitizers our DistilleryDivision set up facilities to produce hand sanitizers in a short span. Our companysupplied hand sanitizers "GermCare" free of cost to the District Administrationsand various bodies in the regional ecosystem.

Our Gear manufacturing facility at Mysore and the project sites of theWater Business were also required to be closed down due to lockdown. However the Gearfacility partially resumed operations in the third week of April '2020 and has nowalmost ramped up to normal strength. Water business resumed operations in the second weekof May '2020 and presently most of the project sites are operational.

In respect of the Sugar Business the sugar demand had softened due todecline in institutional demand owing to closure of factories of the institutional buyerssweet shops restaurants hotels etc. With the gradual relaxation of the lockdown it isexpected that the normal consumption will be restored within few months. However ourCompany has not been much affected in view of substantial export of sugar undertaken by usduring this period. Further in view of steep decline in fuel consumption during theperiod of lockdown Ethanol supplies to OMCs were impacted but with the help of OilMarketing Companies certain other depots were allotted to us and accordingly ourdistillery continued to operate at full capacity.

In the engineering business manufacturing activities have startedtowards fulfilment of orders in hand. Supply chains are in the process of gettingnormalized. We have not experienced any major instances of deferment or cancellation ofexisting orders and the initial feedback from customers does not indicate any significantlikelihood. It is however premature to assess when the orders booking momentum will berestored as it is dependent on how the pandemic is controlled and also on the revival ofeconomic activities in the relevant geographies we operate in – domestic as well asglobal.

Safety of our employees is paramount. Apart from working from homewherever feasible we are complying with all the prescribed guidelines relating to basicpreventive measures in respect of employees and visitors cleaning and sanitisation ofoffices curtailing non-essential travel and dealing with any suspect cases.

The liquidity position of the Company is healthy and it is fullycapable of servicing its debt obligation. The going concern nature of any of ourbusinesses has not been vitiated and we do not foresee any material impairment of assetsor events of non-fulfilment of contractual obligation by a third party impacting theCompany in any material manner.

It is an unprecedented situation which needs to be managed withpositivity hope and resilience. We are fortunate that major part of our business is notexpected to be significantly impacted due to the pandemic.

Sugar Business:

Sugar Business has achieved 52% increase in turnover at `› 3858.11crore in the current year with segment profit of `›302.53 crore which is 282% higherthan the previous year. Higher recoveries cost efficiencies and optimum capacityutilisation have contributed to increased profitability.

After achieving sugar production of 33 million metric tonnes (MMT) insugar season 2018-19 all India production is expected to plummet to 27 MMT in the sugarseason 2019-20 (October –September) with major reduction occurring in Maharashtraand Gujarat due to wide spread drought during the plantation period and excessive rainsduring the growth stage. Against sugar inventories of 14.6 MMT at the opening of theseason we are likely to end the season with 11.6 MMT. Based on present forecasts weexpect a production of 30+ MMT in the sugar season 2020-21 with a marginal increase inconsumption.

During the year we produced raw sugar for export purposes and ourtotal exports during the year are 274449 MT comprising 179302 MT pertaining to MaximumAdmissible Export Quota (MAEQ) of sugar season 2019-20. In the sugar season 2019-20 weproduced B-Heavy molasses to the extent of 172633 MT which has enabled us to divert 37004MT of sugar for the production of ethanol. Sizeable exports and production of B-heavymolasses have helped us to moderate our working capital requirements and consequentlysugar inventories held by us at the year-end are 15% less than the previous year. Themanagement of working capital is extremely critical as surplus production in the countryover consumption will have the effect of higher sugar inventories to be held by sugarmills.

As against planned MAEQ of 6 MMT it is expected that actual exportswould be more than 5.5 MMT despite disruption of port activities during the lockdownperiod. It is a commendable achievement and the export programme would need to be carriedforward unabated in the coming sugar season as well especially in view of estimated highproduction in sugar season 2020-21.

The cane price remained unchanged from last year level and the CentralGovernment provided 7% interest subvention for a period of one year on loans fromcommercial banks to be used for the payment of cane dues of SS 2018-19. Our Company hadavailed loans of `›310 crore under this scheme. The industry is thankful to the UPGovernment as well as to the Central Government for their timely help and assistance dueto which sugar industry has been able to counter challenging conditions.

The most important factor which has led to improvement inprofitability of the Sugar Business is the increased recovery. There has been an increaseof recovery by 18 basis points during the current season after adjusting the finalrecovery with sugar lost in the production of B-Heavy molasses. It has immensely helpedthe Company to reduce cost of production and to be competitive even under the challengingconditions.

Co-generation & Distillery

Co-generation business has earned segment profit of `›53.24 croreduring the year as against `›91.11 crore in the previous year. The decline inprofitability is mainly due to the reduction in power tariff by ~ `›2/unit commencingfrom April 1 2019. The operations were otherwise conducted satisfactory with high plantcapacity utilization.

During the year Distillery operations resulted in segment profit of`› 110.55 crore as against `› 132.71 crore in the previous year. The profits arelower due to increase in transfer price of molasses as per market trends. The current yearresults include the profitability from the second Distillery which was commissionedduring the year.

During the year a new distillery with a capacity of 160 KLPD was set upat the sugar unit located at Sabitgarh. Further an incineration boiler was installed atthe existing distillery. Total capital cost of `›227.76 crore was incurred for theaforesaid projects till FY 20 and these were funded by debt of `›176.93 crore. As perthe Government Scheme "Scheme for Extending Financial Assistance to Sugar Mills forAugmentation of Ethanol Production Capacity" the Company is entitled to interestsubvention of 6% or 50% of the rate of interest charged by the bank whichever is lower.The commercial production of the new distillery started in Q1 FY 20 and it had attainednormal production in Q2 FY 20.

Engineering Business:

Turnover of the Gears Business has increased by 16% to `›154.22crore and the segment profits have increased by 27% to `›48.54 crore. Gears Businesshas achieved 9% increase in the turnover in OEM segment and 28% increase in turnover inRetro segment. The total order book at the year end executable in FY 21 is at`›93.81 crore as against `›101.28 crore as on March 31 2019. Gears Businesswould also be carrying long tenure orders of `›58.15 crore which will be executedafter FY 21. Order booking during the year was affected due to low booking in Q4 FY20 inview of COVID-19 impact.

During the year Gears Business has expanded its business in"Built to Print" segment for manufacturing wind gears and high-speed gears forcompressors etc. from domestic and global OEMs. Further it is actively engaged inoffering indigenous solutions for engineered defence equipment with Navy Coast GuardShipyards and other Naval establishments to align with major upcoming projects withindigenous design or with technology transfer from global majors.

Water Business achieved 18% higher turnover at `› 292.87 crorewith segment profit of `›13.49 crore which is 84% higher than the previous year. Ona consolidated basis including the performance results of the wholly owned subsidiaryMathura Wastewater Management Pvt Limited it achieved a turnover of `›305.93 crorewith segment profit of `›24.01 crore. Order booking during the year has been muted asthe orders from municipalities and other government authorities remained subdued due toelection activities at the center level as well as at several states and otherdisruptions and finally the last quarter was impacted due to COVID-19.

DIVIDEND

An interim dividend of `› 1.10 per equity share of `› 1/-each (110%) was declared and paid by the Company during the financial year ended on March31 2020. The Board has refrained from declaring any final dividend for the financial year2019-20 and hence the interim dividend declared by the Board of Directors is beingproposed to be confirmed as the final dividend for the year. The total dividend for theyear involved outgo of `›32.88 crore including dividend distribution tax of`›5.61 crore.

DIVIDEND DISTRIBUTION POLICY

As per the provision of Regulation 43A of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") the Company had formulated a Dividend DistributionPolicy. The said policy was adopted to set out the parameters and circumstances that willbe taken into account by the Board in determining the distribution of dividend to theshareholders of the Company and to retain profits earned by the Company. The Policy isavailable on the website of the Company athttp://www.trivenigroup.com/investor/corporate-governance/ policies.html.

SUBSIDIARY AND ASSOCIATE COMPANIES PERFORMANCE Associate Companies

Triveni Turbine Ltd. (TTL)

TTL is engaged in the manufacture and design of steam turbines up to 30MW and delivers robust reliable and efficient end-to-end solutions. The higher range– above 30 MW to 100MW – is addressed through GE Triveni Limited a majorityheld exclusive Joint Venture with GE. The Company holds 21.85% stake in the equityshareholding of TTL. On a consolidated basis TTL has achieved a net turnover and profitafter tax (PAT) of `›817.87 crore and `›121.78 crore respectively theprofitability is higher than last year by 22% despite slightly lower turnover by 3% due toimprovement in margin and lower tax charge. The operations and despatches of the Companywere impacted during the last quarter due to the outbreak of COVID-19.

The Company has established itself as an international player andduring the year exports constituted 48% of the total turnover.

Aqwise-Wise Water Technologies Ltd. (Aqwise)

The Company holds 25.04% in the equity capital of Aqwise. As per theunaudited financial statements Aqwise has performed much better in the calendar year 2019with consolidated turnover increasing by 25% to USD 32 million with consolidated profit ofUSD 0.16 million. During the year Aqwise achieved a total consolidated order booking ofUSD 30 million and the order booking is primarily focused on turnkey projects but thecompany has also secured orders in the area of project packaging and providingprofessional services. Due to the COVID-19 pandemic the Company's operations andorder bookings have been affected since March 2020 and this may have significant impact onits performance- both in terms of order booking and order execution in the current yeareven though it has a strong carry forward order book.

Subsidiary Companies

The Company has seven wholly owned subsidiaries as detailed in Annexure-A.All these companies except Mathura Wastewater Management Private Limited (MWMPL) arerelatively much smaller and there has not been any material business activities in thesecompanies. MWMPL is engaged in "Development of Sewage Treatment Plants and AssociatedInfrastructure on Hybrid Annuity PPP basis at Mathura Uttar Pradesh" under the NamamiGange Programme. During the year under review MWMPL achieved revenue and profitability(PBT) of `›112.54 crore and `›10.27 crore respectively.

As required under the provisions of Section 129 of the Companies Act2013 read with Companies (Accounts) Rules 2014 a statement containing salient featuresof the financial statement of subsidiaries and associates is provided in the prescribedformat AOC-1 as Annexure-A to the Board's Report.

In accordance with the Regulation 16 of the Listing Regulations noneof the subsidiaries of this Company is a material non-listed subsidiary. The Company hasformulated a policy for determining material subsidiaries. The policy has been uploaded onthe website of the Company at http://www.trivenigroup.com/investor/corporate-governance/policies.html.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of Companies Act 2013 and IndianAccounting Standards (Ind AS) as specified in Section 133 of the Act your Directors havepleasure in attaching the consolidated financial statements of the Company which form apart of the Annual Report.

Financial Statements including consolidated financial statements andthe audited accounts of each of the subsidiary are available on the Company's websitewww.trivenigroup.com.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 your directorsconfirm that:

a) in the preparation of the annual accounts for the financial yearended March 31 2020 the applicable accounting standards have been followed and there areno material departures;

b) the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that year;

c) the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concernbasis;

e) the directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

f) the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

BUYBACK OF EQUITY SHARES

Pursuant to the approval of the Board on June 3 2019 your Companycompleted buyback of 10000000 fully paid-up equity shares of the face value of`›1/- each of the Company for an aggregate amount of `› 1000000000/- (RupeesOne hundred crore only) (excluding transaction costs) being 9.15% of the aggregate of theCompany's paid-up capital and free reserve (including securities premium) based onthe consolidated financial statements at a price of `3 100/- per equity share in August2019. The buyback was made from all existing shareholders of the Company as on June 192019 being the record date for the purpose on a proportionate basis under the tenderoffer route in accordance with the provisions contained in the Securities and ExchangeBoard of India (Buy Back of Securities) Regulations 2018 and the Companies Act 2013 andrules made thereunder. The shares accepted under the buyback have been extinguished andthe paid-up equity share capital of the Company has been reduced to that extent.

CORPORATE GOVERNANCE

In accordance with the Listing Regulations a separate report onCorporate Governance is given in Annexure-B along with the Auditors'Certificate on its compliance in Annexure-C to the Board's Report. TheAuditors' Certificate does not contain any qualification reservation and adverseremark.

RELATED PARTY CONTRACTS / TRANSACTIONS

The Company has formulated a Related Party Transaction Policy whichhas been uploaded on its website at http://www.trivenigroup.com/investor/corporate-governance/policies. html. It is the endeavour of theCompany to enter into related party transaction on commercial and arms' length basiswith a view to optimise the overall resources of the group.

All transactions entered into with related parties during the year werein the ordinary course of business of the Company and at arms' length basis. TheCompany has not entered into any contract/arrangement/transactions with related partieswhich could be considered material in accordance with the Policy of the Company on themateriality of related party transactions. Form AOC-2 is not attached with this report asthere was no such related party transaction for which disclosure in terms of Section134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts)Rules 2014 is required.

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL

The Company has a risk management policy the objective of which is tolay down a structured framework for identifying potential threats to the organisation on aregular basis assessing likelihood of their occurrence designate risk owners tocontinually evaluate the emergent risks and plan measures to mitigate the impact on theCompany to the extent possible. The framework and the system are reviewed from time totime to enhance their usefulness and effectiveness. The policy recognizes that all risksin the business cannot be eliminated but these could be controlled or minimized througheffective mitigation measures effective internal controls and by defining risk limits.

A comprehensive Risk Management Framework has been put in place foreach of the businesses of the Company which is stringently followed for the management ofrisks including categorisation thereof based on their severity. Such categorisation giveshighest weightage to the risks which have the potential to threaten the existence of theCompany. The risks with higher severity receive more attention and management time and itis the endeavour of the Company to strengthen internal controls and other mitigationmeasures on a continuous basis to improve the risk profile of the Company.

Risk Management System has been integrated with the requirements ofinternal controls as referred to in Section 134(5) (e) of the Companies Act 2013 toevolve risk related controls. Detailed internal financial controls have been specifiedcovering key operations to safeguard of assets to prevent and detect frauds to ensurecompleteness and accuracy of accounting records to ensure robust financial reporting andstatements and timely preparation of reliable financial information. These are achievedthrough Delegation of Authority Policies and Procedures and other specifically designedcontrols and their effectiveness is tested regularly as per the laid out mechanism aswell as through external agencies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the period under review the Board of Directors has subject toapproval of the shareholders by a special resolution and other requisite approvalsre-appointed Mr Dhruv M. Sawhney as Managing Director (designated as Chairman and ManagingDirector) of the Company for another terms of five years with effect from March 31 2020.Further as per the provisions of the Companies Act 2013 (‘Act') Mr Sawhneywill retire by rotation at the ensuing Annual General Meeting (‘AGM') of theCompany and being eligible seeks re-appointment. The Board has recommended hisre-appointment and remuneration at the ensuing AGM.

With the approval of the shareholders by a special resolution passed atthe last AGM held on September 27 2019 Mr3Sudipto Sarkar was re-appointed as anIndependent Director of the Company for another terms of five years with effect fromSeptember 14 2019. At the said AGM the shareholders also approved the appointment of MrJitendra Kumar Dadoo as an Independent Director of the Company for a term of three yearswith effect from May 21 2019.

Lt Gen K.K.Hazari (Retd) Non-Executive Independent Director resignedfrom the directorship of the Company with effect from November 8 2019 and theBoard's Committees of which he was a member viz. Audit Committee Stakeholders'Relationship Committee and Nomination and Remuneration Committee due to health reasons.Dr. F.C. Kohli Non-Executive Independent

Director also resigned from the directorship of the Company with effectfrom January 24 2020 due to advancing age. There was no other material reasons for theirresignations. The Board places on record its highest appreciation for the valuableguidance provided by Gen. Hazari and Dr. Kohli during their respective tenures asDirectors of the Company.

The Company has received declarations of independence in terms ofSection 149 of the Act and also under the Listing Regulations from all the IndependentDirectors and the same has been taken on records by the Board of Directors.

As required under the provisions of Section 203 of the Act the KeyManagerial Personnel namely Vice Chairman & Managing Director CFO and CompanySecretary continue to hold that office as on the date of this report.

EMPLOYEES STOCK OPTION

There are no outstanding stock options and no stock options were eitherissued or allotted during the year under ESOP 2009 and TEIL ESOP 2013. Further the ESOP2009 come to an end on the expiry of 10 years from the date of institution of the Scheme.

AUDITORS Statutory Audit

M/s S.S. Kothari Mehta & Co. (SSKM) Chartered Accountants (FRN:000756N) were appointed as Statutory Auditors of the Company at the 81st AGM tohold office for a period of five consecutive years from the conclusion of that AGM untilthe conclusion of 86th AGM of the Company to be held in the year 2022.

Cost Audit

In terms of the provisions of Section 148 of the Companies Act 2013read with the Companies (Audit and Auditors) Rules 2014 and the Companies (Cost Recordsand Audit) Rules 2014 duly amended Cost Audit is applicable to the Sugar and Gearsbusinesses of the Company for the FY 2020-21. The Company has been maintaining costaccounts and records in respect of the applicable products. Mr Rishi Mohan Bansal and M/sGSR & Associates Cost Accountants have been appointed as Cost Auditors to conduct thecost audit of the Sugar businesses (including cogeneration and distillery) and Gearsbusiness respectively of the Company for the FY 2020-21 subject to ratification of theirremuneration by the shareholders at the ensuing Annual General Meeting. The Boardrecommends the ratification of the remuneration of the Cost Auditors forthe›FY›21.

COMMENTS ON THE AUDITOR'S REPORT Statutory Audit

The Auditors report for FY 20 does not contain any qualificationreservation or adverse remark. Further pursuant to section 143(12) of the Act theStatutory auditors of the Company has not reported any instances of fraud committed in theCompany by its officers or employees the details of which are required to be mentioned inthe Board's Report.

In Para i (c) of Annexure-A to the Auditors Report the auditor hasreported that in 18 cases land having book value of `›109.67 lakh the title deedsare not held in the name of the Company. Out of 38 cases having book value of`›394.60 lakh reported last year by the auditors significant number of cases havebeen regularized during the year. The total area of land and cost thereof involved inremaining cases are not material. In few cases the transfer of land in the name of theCompany could not be completed on account of certain technicalities/ documentarydeficiencies which the Company is trying to resolve to the extent feasible. For balanceland the Company would endeavour to carry out further regularisation.

Secretarial Audit

In terms of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardappointed M/s Suresh Gupta & Associates a firm of Company Secretaries in practice toundertake the Secretarial Audit of the Company. The report on secretarial audit is annexedas Annexure-D to the Board's report. The report does not contain anyqualification reservation or adverse remark.

DISCLOSURES

CORPORATE SOCIAL RESPONSIBILITY (CSR)

A CSR policy was formulated by the CSR Committee which on itsrecommendation was approved by the Board. The CSR Policy is available on theCompany's website at http://www.trivenigroup.com/investor/corporate-governance/policies.html.

The composition of the CSR Committee and Annual Report on CSRactivities during FY 20 as recommended by the CSR Committee and approved by the Board isprovided in Annexure-E to the Board's report.

AUDIT COMMITTEE

The composition of Audit Committee is provided in the CorporateGovernance Report that forms part of this Annual Report.

VIGIL MECHANISM

The Company has established a vigil mechanism through Whistle BlowerPolicy and it oversees the genuine concerns expressed by the employees and other directorsthrough the Audit Committee. The vigil mechanism also provides for adequate safeguardsagainst victimization of employees and directors who may express their concerns pursuantto this policy. It has also provided direct access to the Chairperson of the AuditCommittee in appropriate or exceptional cases. The policy is uploaded on the website ofthe Company at http://www.trivenigroup.com/investor/corporate-governance/policies.html.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has an Anti-Sexual Harassment Policy in line with therequirements of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Further the Company has complied with the provisions relating to theconstitution of Internal Complaints Committee under the said Act. No compliant wasreceived by the Internal Complaints Committee during FY20.

BOARD MEETINGS

During the year six board meetings were held the details of which areprovided in the Corporate Governance Report that forms part of this Annual Report. Themaximum interval between the two meetings did not exceed 120 days as prescribed under theCompanies Act 2013 and the Listing Regulations.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186OF THE COMPANIES ACT 2013

Notes 6 and 9 of the standalone financial statements of the Companyforming part of the Annual Report provide particulars of the investments made by theCompany in the securities of other bodies corporate; Notes 8 and 48 provide details ofloans advanced; and Note 39(v) provides details of guarantee given by the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The particulars required under Section 134(3)(m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 are provided in Annexure-F tothe Board's report.

PARTICULARS OF EMPLOYEES

The information as required under Section 197 of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in Annexure-G to the Board's Report.

The particulars of employees drawing remuneration in excess of limitsset out in the Rule 5(2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are provided in Annexure-H to the Board's Report.However as per the provisions of Section 136 of the Companies Act 2013 the annualreport is being sent to all the members of the Company excluding the aforesaidinformation. The said information is available for inspection by the members at theregistered office of the Company up to the date of the ensuing Annual General Meeting. Anymember interested in obtaining such particulars may write to the Company Secretary at theregistered office of the Company.

MANAGEMENT'S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Listing Regulationsthe Management Discussion and Analysis is set out in this Annual Report.

BUSINESS RESPONSIBILITY REPORT

The Listing Regulations mandate top 1000 listed entities based on themarket capitalization as on March 31 of every financial year the inclusion of the BusinessResponsibility Report as part of the Directors' Report of the Company. The report inthe prescribed form is annexed as Annexure-I to the Board Report.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems are adequate and operating effectively.

DEPOSITS

The Company has not accepted any public deposits under Section 73 ofthe Companies Act 2013.

DEBENTURES

No debentures were issued during the period under review.

EXTRACTS OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 the extracts of the annualreturn in the prescribed form is annexed as Annexure-J to the Board's Reportand shall be made available on website of the Company i.e. www.trivenigroup.com

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulatorsor courts or tribunal impacting the going concern status and Company's operations infuture.

HUMAN RESOURCES

Your Company believes and considers its human resources as the mostvaluable asset. The management is committed to provide an empowered performance orientedand stimulating work environment to its employees to enable them to realise their fullpotential. Industrial relations remained cordial and harmonious during the year.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on Directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided under sub-section (3) of Section 178of the Companies Act 2013 adopted by the Board is available on the website of theCompany at http://www.trivenigroup.com/ investor/corporate-governance/policies.html.

BOARD EVALUATION MECHANISM

Pursuant to the provisions of Companies Act 2013 and ListingRegulations the Board has carried out annual performance evaluation of its ownperformance that of individual Directors as well as evaluation of its committees. Theevaluation criteria as defined in the Nomination and Remuneration Policy of the Companycovered various aspects of Board such as composition performance of specific dutiesobligations and governance.

The performance of individual directors was evaluated on parameterssuch as number of meetings attended contribution made in the discussions contributiontowards formulation of the growth strategy of the Company independence of judgementsafeguarding the interest of the Company and minority shareholders additional timedevoted besides attending Board / Committee meetings. The Directors have expressed theirsatisfaction with the evaluation process.

APPRECIATION

Your Directors wish to take the opportunity to express their sincereappreciation to our customers suppliers shareholders employees the Central UttarPradesh and Karnataka Governments financial institutions banks and all otherstakeholders for their whole-hearted support and co-operation.

We look forward to their continued support and encouragement.

For and on behalf of the Board of Directors
Dhruv M. Sawhney
Place: New Delhi Chairman and Managing Director
Date : June 17 2020 DIN: 00102999