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Triveni Engineering and Industries Ltd.

BSE: 532356 Sector: Agri and agri inputs
NSE: TRIVENI ISIN Code: INE256C01024
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OPEN 58.00
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VOLUME 20727
52-Week high 63.60
52-Week low 34.05
P/E 79.31
Mkt Cap.(Rs cr) 1,473
Buy Price 56.55
Buy Qty 100.00
Sell Price 57.10
Sell Qty 200.00
OPEN 58.00
CLOSE 57.75
VOLUME 20727
52-Week high 63.60
52-Week low 34.05
P/E 79.31
Mkt Cap.(Rs cr) 1,473
Buy Price 56.55
Buy Qty 100.00
Sell Price 57.10
Sell Qty 200.00

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

Company director report

Your Directors have pleasure in presenting the 82nd Annual Report andaudited financial statements for the Financial Year (FY) endec March 31 2018.

FINANCIAL RESULTS

Standalone

Consolidated

2017-18 2016-17 2017-18 2016-17
Revenue from operations (Gross) 341238.37 296686.61 341238.37 296686.61
Operating Profit (EBITDA) 30013.82 55194.78 29132.20 54867.83
Finance cost 8533.87 12655.44 8533.97 12655.44
Depreciation and Amortisation 5536.55 5720.99 5536.55 5720.99
Profit before exceptional items & tax 15943.40 36818.35 15061.68 36491.40
Exceptional Items -- (8546.74) -- (8546.74)
Profit before Tax (PBT) 15943.40 28271.61 15061.68 27944.66
Tax Expenses 4969.02 4915.36 4969.68 4916.30
Profit after Tax (PAT) before Share of Net Profit of Associates 10974.38 23356.25 10092.00 23028.36
Share of net profit of Associates 1822.01 2267.76
Profit for the year 10974.38 23356.25 11914.01 25296.12
Other comprehensive income (net of tax) 121.72 (448.62) 120.57 (479.89)
Total comprehensive income 11096.10 22907.63 12034.58 24816.23
Earning per equity share of ' 1 each (in ') 4.25 9.06 4.62 9.81
Retained Earnings brought forward (4954.46) (27842.07) (1498.45) (26297.49)
Appropriation:
- Equity Dividend (including dividend distribution tax) 776.20 - 776.20 -
- Transfer to/ (withdrawn) from molasses storage fund reserve (net) (6.14) 20.03 (6.14) 20.03
Retained earnings carried forward 5371.58 (4954.46) 9774.25 (1498.45)

No material changes and commitments affecting the financial position of the companyhave occurred between end of the financial year of the Company to which these financialstatements relate and the date of this report.

BUSINESS OPERATIONS AND FUTURE PROSPECTS

Sugar Business:

The performance of Sugar operations had been a mixed bag during the year. As againstPBIT (before exceptional items) of ' 480.91 crore in FY 17 there has been a decline inprofitability to ' 241.23 crore in the current year. The decline is due to significant andrapid decline in sugar prices from ' 33/Kg as at the end of the third quarter to about '28/Kg. as on 31st March 2018 which together with estimated export losses underthe scheme of Minimum Indicative Export Quota (MIEQ) of the Central Governmentnecessitated significant write-down of inventory. While the country's production for theseason 2017-18 was initially estimated at 25 million tonnes but the estimates had to beprogressively revised upwards in view of unanticipated higher yields especially inMaharashtra and the present final estimate of around 32.4 million tonne is substantiallyhigher than the initial estimates. The surplus sugar availability over consumption led tocollapse of sugar prices and these have crashed to levels much below the cost ofproduction causing significant losses.

The Government has comprehended the magnitude of the sugar production and resultantsurplus and has taken series of actions to arrest the decline in sugar price such asincreasing import duty on sugar to 100% abolition of export duty stipulating reversestock limits for February and March 2018 and a scheme to export 2 MT of sugar byallocating export quota to all sugar mills. The

government is aware that without an increase in sugar prices there would be acutefinancial hardship to the sugar mills which may render them unable to liquidate cane dues.The action so far taken by the Government had limited impact on the sugar prices and theGovernment is required to take some more effective steps to resurrect sugar prices bylimiting supply in the short term and encouraging exports all through the next sugarseason to correct adverse demand-supply position. With the state of UP and Maharashtrashowing a higher trend of production on a sustainable basis there has been a structuralchange and the increase in the overall production in the country may not be a temporaryphenomenon and may exist on a sustainable basis. Unless the surplus production is noteffectively checked a situation of glut will depress the sugar prices causing totalmismatch between the input and the output prices. The Government has done well to declarea new Bio-fuel Policy permitting sugarcane juice and B-heavy molasses to be used in theproduction of Ethanol. The proper implementation of the policy along with realisticpricing will be the key in promoting ethanol production which in turn has the potentialto regulate sugar production. The entire process may take few years till additionaldistillation capacities are set up but the process may be accelerated if some incentive isprovided to the industry to set up such capacities within a prescribed timeframe. Last butnot the least much awaited reform of linking sugarcane prices with sugar prices is theonly way forward to ensure viability and self-sufficiency of the industry.

We take pride in highlighting that the company's operating performance hassignificantly improved over the last two sugar seasons and the Company is now one of topperformers in the State. In a span of two years sugar production has almost doubled from48.8 lac quintals in 2015-16 to 95.2 lac quintals in sugar season 2017-18 withoutincurring any capital expenditure. Further the Company has judiciously used its cashflows to substantially pare debts and accordingly the finance cost has reducedsignificantly.

During the year the Company has also implemented a project of producing 150 tonne/daypharma quality sugar in order to improve the overall sugar realization price and to makethe Company resilient to meet normal cyclicality in the sugar business.

Engineering Business:

The engineering business of the Company is comprised of the Gears business and theWater business. On a consolidated basis the turnover and profitability has remainedstable.

There has been significant improvement in the performance of Gear business in terms ofturnover profitability and order

bookings. While the turnover and the profitability (PBIT) have increased by 21% and 74%respectively the increase in order booking has been 84%. The performance of the Gearsbusiness is commendable especially in the present sluggish capital goods market. Thebusiness is evaluating potential business opportunities in the Defence Sector based on itstechnological skills and inherent strength and is endeavouring to target orders which maylead to sizable business in future. The traction under strategic supply agreement with GELufkin has been slower due to tough global market conditions and it is hoped that with thenormalisation of business conditions and restoration of demand there could be significantuptrend in the business. The Company has been able to forge alliances with otherinternational players to develop / manufacture products to meet their specificrequirements and supply on a regular basis.

Water business was adversely impacted in view of delay in project execution due toreasons attributable to customers and delayed finalization of orders by prospectivecustomers resulting in increase in project costs and provisioning and suboptimalturnover. Lately there has been a distinct momentum in tendering and awarding contractsincluding under National Mission for Clean Ganga. The Company has bid for various EPC jobsand it expects favourable outcome leading to better and steady order inflow during thefinancial year 2018-19 which will result in normalisation of the operations of thebusiness.

DIVIDEND

An interim dividend of ' 0.25 per equity share of ' 1/- each (25%) was declared andpaid by the Company during the financial year ended on March 31 2018. In view of adversebusiness conditions being faced by the sugar industry the Board has refrained fromrecommending any final dividend for the financial year 2017-18. Accordingly the interimdividend declared by the Board of Directors is being proposed to be confirmed as finaldividend for the financial year 2017-18 at the ensuing Annual General Meeting.

DIVIDEND DISTRIBUTION POLICY

As per the provision of Regulation 43A of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the top 500 listed companies based on market capitalization shallformulate a Dividend Distribution Policy. Accordingly policy was adopted to set out theparameters and circumstances that will be taken into account by the Board in determiningthe distribution of dividend to the shareholders of the Company and to retain profitsearned by the Company. The Policy is available 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 100 MW anddelivers robust reliable and efficient end-to-end solutions. The larger of the range -above 30 MW to 100MW - is addressed through GE Triveni Limited a majority held exclusiveJoint Venture with BHGE.

The Company holds 21.82% stake in the equity shareholding of TTL. On a consolidatedbasis TTL has achieved Net Turnover and Profit after Tax (PAT) of ' 751 crore and ' 96crore respectively registering an increase of about 1 % in turnover and decline of 22% inPAT. The decline in profitability is due to lower foreign exchange gains as well as due tocosts associated with extensive international marketing and setting up of newmanufacturing facilities which will help the Company to secure and service future growthin orders. It is commendable that despite challenging business conditions order bookingduring the year has increased by about 17% and export orders constitute about 51% of thetotal order booking. Consequently orders book at the year-end is about 12% higher thanthe previous year.

The company has been successfully operating globally and is assisted by itsinternational subsidiaries and overseas offices.

Aqwise-Wise Water Technologies Ltd. (Aqwise)

The Company holds 25.04% stake in the equity capital of Aqwise. Aqwise recorded itshighest order booking in calendar 2017 at USD 40 million which is a growth of 78% over theprevious year at USD 22.5 million. The order in-take represents a healthy mix of projectsand technology sales with main growth in turnkey projects without civil work in mostcases. It has been able to make an entry into some large global clients having projectscurrently running in various geographies and it will help the Company to broad base itspresence. During 2017 the Company won the largest single order valued at USD 10 millionwhich once executed will enable the company to pre-qualify for even larger projects. Dueto lower carry forward order booking from the previous year and also due to thefinalisation of orders towards the later part of 2017 the turnover for 2017 was flat atUSD 20 million with a consolidated loss of USD 0.5 million in comparison to a consolidatednet profit of USD 1.3 million in calendar year 2016.With a strong order booking and carryforward order-book the company is poised to achieve good growth in future.

Subsidiary Companies

The Company has five wholly owned subsidiaries namely Triveni Industries Ltd. TriveniEngineering Ltd. Triveni Entertainment Ltd. Triveni Energy Systems Ltd. and SvastidaProjects Ltd and one subsidiary Triveni Sugar Ltd. in which the Company holds 99.99%equity stake. These companies are relatively much smaller and there has not been anymaterial business activities in these companies.

As required under the provisions of Section 129 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 a statement containing salient features of the financialstatement of subsidiaries and associates is provided in the prescribed format AOC-1 as Annexure-Ato the Board's Report.

MATERIAL SUBSIDIARIES

In accordance with the Regulation 16 of the Listing Regulations none of thesubsidiaries 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 Indian Accounting Standards(Ind AS) as specified in Section 133 of the Act your Directors have pleasure in attachingthe consolidated financial statements of the Company which form a part of the AnnualReport.

Financial Statements including consolidated financial statements and the auditedaccounts 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 directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 312018 the applicable accounting standards have been followed and there are no materialdepartures;

b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that year;

c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

e) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

In accordance with the listing Regulations a separate report on Corporate Governanceis given in Annexure-B along with the Auditors' Certificate on its compliance in Annexure-Cto the Board's Report. The Auditors' Certificate does not contain any qualificationreservation and adverse remark.

RELATED PARTY CONTRACTS / TRANSACTIONS

The Company has formulated a Related Party Transaction Policy which has been uploadedon its website at http://www. trivenigroup.com/investor/corporate-governance/policies.html. It is the endeavour of the Company to enter into related party transaction oncommercial and arms' length basis with a view to optimise the overall resources of thegroup.

All transactions entered into with related parties during the year were in the ordinarycourse of business of the Company and at arms' length basis. The Company has not enteredinto any contract/arrangement/transactions with related parties which could be consideredmaterial in accordance with the Policy of the Company on the materiality of related partytransactions. Form AOC-2 is not attached with this report as there was no such relatedparty transaction for which disclosure in terms of Section 134(3)(h) of the Companies Act2013 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 to lay down astructured framework for identifying potential threats to the organisation on a regularbasis assessing likelihood of their occurrence designate risk owners to continuallyevaluate the emergent risks and plan measures to mitigate the impact on the Company tothe extent possible. The framework and the system are reviewed from time to time toenhance their usefulness and effectiveness. The policy recognizes that all risks in thebusiness cannot be eliminated but these could be controlled or minimized through effectivemitigation measures effective internal controls and by defining risk limits.

A comprehensive Risk Management Framework has been put in place for each of thebusinesses of the Company which is stringently followed for the management of risksincluding 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 of internal controlsas referred to in Section 134(5) (e) of the Companies Act 2013 to evolve risk relatedcontrols. Detailed internal financial controls have been specified covering keyoperations to safeguard of assets to prevent and detect frauds to ensure completenessand accuracy of accounting records to ensure robust financial reporting and statementsand timely preparation of reliable financial information. These are achieved throughDelegation of Authority Policies and Procedures and other specifically designed controlsand their effectiveness is tested regularly as per the well laid out mechanism as well asthrough external agencies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As per the provisions of the Companies Act 2013 (Act) Mr Tarun Sawhney Vice Chairmanand Managing Director will retire by rotation at the ensuing Annual General Meeting (AGM)of the Company and being eligible seeks re-appointment. The Board has recommended hisre-appointment.

The Company has received declarations of Independence in terms of Section 149 of theAct and also under the Listing Regulations from all the Independent Directors.

As required under the provisions of Section 203 of the Act the Key ManagerialPersonnel namely Vice Chairman & Managing Director CFO and Company Secretarycontinue 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 either issued orallotted during the year.

AUDITORS

Statutory Audit

M/s S.S. Kothari Mehta & Co. (SSKM) Chartered Accountants (FRN: 000756N) wereappointed as Statutory Auditors of the Company at the 81st AGM to hold officefor a period of five consecutive years from the conclusion of that AGM until theconclusion 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 2013 read with theCompanies (Audit and Auditors) Rules 2014 and the Companies (Cost Records and Audit)Rules 2014 duly amended Cost Audit is applicable to the Sugar and Gears businesses ofthe Company for the FY 201819. Mr Rishi Mohan Bansal and Mr. T.L. Sangameswaran CostAccountants have been appointed as Cost Auditors to conduct the cost audit of the Sugarbusinesses (including cogeneration and distillery) and Gears business respectively of theCompany for the FY 2018-19 subject to ratification of their remuneration by theshareholders at the ensuing Annual General Meeting. The Board recommends the ratificationof the remuneration of the Cost Auditors for the FY 19.

COMMENTS ON THE AUDITOR'S REPORT

Statutory Audit

The Auditors report for FY 18 does not contain any qualification reservation oradverse remark. Further pursuant to section 143(12) of the Act the Statutory auditors ofthe Company has not reported any instances of fraud committed in the Company by itsofficers or employees the details of which would need to be mentioned in the Board'sReport.

In para i (c) of Annexure -A to the Auditors Report the auditor has reported that in38 cases having book value of 394.60 lakh the title deeds are not held in the name of theCompany. The total area of land and cost thereof involved in these cases are not material.The transfer of land in the name of the Company in few cases could not be completed onaccount of certain technicalities/documentary deficiencies which the Company is trying toresolve to the extent feasible. In certain other cases the transfer process has not beencompleted in view of the decision of the Company to dispose of certain parcels of landwhich are no longer part of its business requirements. However all such land continues toremain in the possession of the Company.

Secretarial Audit

In terms of Section 204 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Board appointed M/s SureshGupta & Associates a firm of Company Secretaries in practice to undertake theSecretarial Audit of the Company. The report on secretarial audit is annexed as Annexure-Dto the Board's report. The report does not contain any qualification reservation oradverse remark.

DISCLOSURES

Corporate Social Responsibility (CSR)

The CSR Policy is available on the Company's website athttp://www.trivenigroup.com/investor/corporate-governance/ policies.html.

The composition of the CSR Committee is provided in the Corporate Governance Reportthat forms part of this Annual Report. In view of earlier losses no formal CSR activityhas been initiated during the period under review and therefore no annual report on CSRactivity is provided with this report. However the Company continues to remain engaged inmeaningful charitable work primarily around its area of operations.

AUDIT COMMITTEE

The composition of Audit Committee is provided in the Corporate Governance Report thatforms part of this Annual Report.

VIGIL MECHANISM

The Company has established a vigil mechanism through the Whistle Blower Policy and itoversees the genuine concerns expressed by the employees and other directors through theAudit Committee. The vigil mechanism also provides for adequate safeguards againstvictimisation of employees and directors who may express their concerns pursuant to thispolicy. It has also provided direct access to the Chairperson of the Audit Committee inappropriate or exceptional cases. The policy is uploaded on the website of the Company athttp://www.trivenigroup.com/ investor/corporate-governance/policies.html.

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

The Company has an Anti-Sexual Harassment Policy in line with the requirements ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.No compliant was received by the Internal Complaint Committee.

BOARD MEETINGS

During the year four board meetings were held the details of which are provided inthe Corporate Governance Report that forms part of this Annual Report. The maximuminterval 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 186 OF THE COMPANIESACT 2013

Note 6 of the standalone financial statements of the Company contained in the Annualreport provides the particulars of the investments made by the Company in the securitiesof other bodies corporate and Notes 8 and 48 provide details of loans advanced. TheCompany has not given any guarantee or provided any security in connection with a loan toany other body corporate or person.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required under Section 134(3)(m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 are provided in Annexure-E to the Board'sreport.

PARTICULARS OF EMPLOYEES

The information as required under Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is provided in Annexure-F to the Board's Report.

The particulars of employees drawing remuneration in excess of limits set out in theRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in Annexure-G to the Board's Report. However as per the provisions ofSection 136 of the Companies Act 2013 the annual report is being sent to all the membersof the Company excluding the aforesaid information. The said information is available forinspection by the members at the registered office of the Company up to the date of theensuing Annual General Meeting. Any member interested in obtaining such particulars maywrite to the Company Secretary at the registered office of the Company.

MANAGEMENT'S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Listing Regulations the ManagementDiscussion and Analysis is set out in this Annual Report.

BUSINESS RESPONSIBILITY REPORT

The Listing Regulations mandate top 500 listed entities based on the marketcapitalization as on March 312017 the inclusion of the Business Responsibility Report aspart of the Directors' Report of the Company. The report in the prescribed form is annexedas Annexure-H to the Board Report.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

DEPOSITS

The Company has not accepted any public deposits under Section 73 of the Companies Act2013.

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) of the Companies(Management and Administration) Rules 2014 extracts of the annual return in theprescribed form is annexed as Annexure-I to the Board's Report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunal impacting the going concern status and Company's operations in future.

HUMAN RESOURCES

Your Company believes and considers its human resources as the most valuable asset. Themanagement is committed to provide an empowered performance oriented and stimulating workenvironment to its employees to enable them to realise their full potential. Industrialrelations remained cordial and harmonious during the year.

POLICY ON DIRECTORS' APPOINTMENT AND

REMUNERATION

The policy of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under sub-section (3) of Section 178 of the Companies Act2013 adopted by the Board is available on the website of the Company athttp://www.trivenigroup.com/ investor/corporategovernance/policies.html.

BOARD EVALUATION MECHANISM

Pursuant to the provisions of Companies Act 2013 and Listing Regulations the Boardhas carried out annual performance evaluation of its own performance that of individualDirectors as well as evaluation of its committees. The evaluation criteria as defined inthe Nomination and Remuneration Policy of the Company covered various aspects of Boardsuch as composition performance of specific duties obligations and governance.

The performance of individual directors was evaluated on parameters such as number ofmeetings attended contribution made in the discussions contribution towards formulationof the growth strategy of the Company independence of judgement safeguarding theinterest of the Company and minority shareholders additional time devoted besidesattending Board / Committee meetings. The Directors have expressed their satisfaction withthe evaluation process.

APPRECIATION

Your Directors wish to take the opportunity to express their sincere appreciation toour customers suppliers shareholdersemployees the Central Uttar Pradesh and KarnatakaGovernments financial institutions banks and all other stakeholders for theirwhole-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: Noida (U.P) Chairman and Managing Director
Date : May 24 2018 DIN: 00102999

Annexure-A

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES ORASSOCIATE COMPANIES OR JOINT-VENTURES

Part A : Subsidiaires

Name of the subsidiary Triveni Energy Systems Ltd. (TESL) Wholly Owned Subsidiary Triveni Engineering Ltd. (TEL) Wholly Owned Subsidiary Triveni Entertainment Ltd. (TENL) Wholly Owned Subsidiary Triveni Sugar Ltd. (TSL) Subsidiary Svastida Projects Ltd. (SPL) Wholly Owned Subsidiary Triveni Industries Limited (TIL) Wholly Owned Subsidiary
Date of becoming subsidiary/acquisition 15.02.2008 27.06.2006 20.03.2014 19.03.2014 19.03.2014 22.07.2015
1. Reporting period for the subsidiary concerned if different from the holding company's reporting period NA NA NA NA NA NA
2. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries NA NA NA NA NA NA
3. Share capital 385.00 265.00 417.00 5.00 215 0.50
4. Reserves & surplus -9.65 -23.51 -19.70 -4.00 -9.01 -3.38
5. Total assets 375.50 441.79 397.45 1.14 206.17 0.60
6. Total Liabilities 0.15 200.30 0.15 0.14 0.18 3.48
7. Investments 369.28 435.94 383.37 - 200.00 -
8. Turnover - - - - - -
9. Profit before taxation -1.23 -1.38 1.76 -0.82 -1.19 -1.09
10. Provision for taxation - - 0.64 0.02 - -
11. Profit after taxation -1.23 -1.38 1.12 -0.84 -1.19 -1.09
12. Proposed Dividend - - - - - -
13. Extent of shareholding (in %age) 100.00% 100.00% 100.00% 99.99% 100.00% 100.00%

Note: All the above subsidiaries are relatively much smaller and no material businessactivities are being carried out in these companies. Part "B": Associates andJoint Ventures

Name of Associates or Joint Ventures Triveni Turbine Ltd. Aqwise-Wise Water Technologies Ltd.
1. Latest audited Balance Sheet Date 31-Mar-18 31-Dec-17
2. Date on which the Associate or Joint Venture was acquired 01.10.2010 30.07.2012
3. Shares of Associate or Joint Ventures held by the company on the year end - No of shares 72000000 13008
- Amount of Investment in Associates/Joint Venture (' Lakhs) 720.07 3006.19
- Extent of Holding % 21.82 25.04
4. Description of how there is significant influence Due to equity stake being more than Due to equity stake being more than
20% 20%
5. Reason why the associate/joint venture is not consolidated Being consolidated Being consolidated
6. Networth attributable to Shareholding as per latest audited Balance Sheet (' Lakhs) 9865.51 826.00
7. Profit or Loss for the year (after tax) (' Lakhs) - as per consolidated financial statements 9596.95 347.08*
i. Considered in Consolidation (' Lakhs)** 1 735.10 86.91
ii. Not Considered in Consolidation

* Based on unaudited consolidated results for the period 1.4.2017 to 31.3.2018. ** Netof tax on undistributed profits.

For and on behalf of the Board of Directors of Triveni Engineering & Industries Limited
Dhruv M. Sawhney Homai A. Daruwalla
Chairman and Managing Director Director & Chairperson Audit Committee
Place: Noida (U.P) Suresh Taneja Geeta Bhalla
Date : May 24 2018 Group CFO Group Vice President & Company Secretary

Annexure-E

A) CONSERVATION OF ENERGY

a) The steps taken or impact on conservation of energy

1. Quality of insulation is improved at Khatauli Co-generation unit resulting inreduction of unaccounted losses including radiation heat.

2. Installed VFDs at centrifugal machines clear juice pump and at defecater juicepumps resulting in saving of power at Khatauli unit.

3. Installation of 62 number LED Flood light of 80W and 150W all over the plant atsugar unit Khatauli in place of HPSV lights.

4. Provision of 2nd condensate flash for soda boiling i n Evaporators i npla ce of exhaust steam and installation of 4 Nos flow meters to measure and controlprocess water resulted in steam saving at Rani Nangal unit.

5. Installed capacitor banks at different panels to increase power factor at RaniNangal unit.

6. 20 HPSV lights of 250 watts replaced by 30 watt LED lights to save 220 watts ofpower per light at Rani Nangal unit.

7. Using state of the art AC VFD drive at centrifugal machine at pharma sugar sectionin place of thyristor controlled DC drive. This has resulted in around 40 % saving in netpower demand at Sabitgarh unit.

8. Colour coated roof sheets replaced by transparent sheets at identified locationspreventing use of lighting during day time at Sabitgarh.

9. Energy efficiency measures were taken in boiling house to cut down the net steamrequirement. This includes addition of direct contact molasses conditioners Plate heatexchangers to recover the heat from condensate altering the vapour bleeding system toutilize later effect vapours & using variable frequency drive at defecated juicepumping at Sabitgarh unit.

10. Extensive use of energy saving high end LED lights to cut down energy consumptionat Sabitgarh.

11. Installed LT capacitors at Milak Narayanpur to improve power factor andconsequently to reduce power losses.

12. Installed VFD at Boiler feed water pump resulting in power saving at MilakNarayanpur.

13. Replaced 4 Flap pumps with progressive cavity pumps on B and C magma resulting insaving of power at Milak Narayanpur.

14. Installation of steam traps on exhaust lines and lagging on steam lines resulted insteam saving and lower radiation losses at Milak Narayanpur.

15. Replacement of GUFR with TUFR on 1st and 4th mill resulting in improved extractionand power saving at Milak Narayanpur.

16. Replaced gear and pinion type high power consuming drives at Crystallizers withplanetary drives and installed VFD at raw juice pumping station to save power at Ramkolaunit.

b) The steps taken by the Company for utilising alternate source of energy

• At Gear Business power is being sourced through India Energy Exchange whichfacilitates trading in alternate sources of power.

• At Ramkola unit Solar Cells are being utilized at out-centre cane weighbridgesfor lighting and other uses during season period.

Apart from above in all sugar units of the Company majority of power is generatedthrough bagasse which is a renewable source of energy. At Distillery bio-gas isgenerated from the effluent and is used as a fuel in the boiler for generation of steamand power.

c) The capital investment on energy conservation equipment

The Company has incurred capital expenditure of ' 227.35 lakh towards energyconservation equipment during the year.

B) TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption;

AH our businesses use mostly indigenous technology except for Gear Business whichapart from own technology up to 7.5 MW gets technology under Licence Agreements. Gearbusiness is self-sufficient in the application of the technologies obtained under theLicence Agreements. The Gear Business is also involved in R&D activities to developfundamental understanding of technology to evolve other products and also to improve uponexisting range of products.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution

Both our engineering businesses are continually engaged in the improvement of theproduct features process engineering and value engineering so as to be cost competitivein the market place and to protect their margins.

(ii) I n case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-

a) the details of technology imported* No technology was imported during the last three
years.
b) the year of import NA
c) whether the technology has been fully absorbed NA
d) if not fully absorbed areas where absorption has not taken place and reasons thereof; NA

*The Gear Business has a License Agreement with an overseas party under which limitedinformation by way of drawings is provided to undertake manufacture of the product and assuch the underlying technology is not passed. However the exposure and interaction withthe Licensor helps the Gear Business to increase its learning and use the learning fordevelopment of other products.

C) FOREIGN EXCHANGE EARNINGS & OUTGO

Earnings in foreign exchange ' 1642.98 lakh*
Foreign exchange outgo ' 2833.16 lakh*

*does not include inflow of ' 25790.42 lakh and outgo of ' 14362.92 lakh in respect ofborrowings in foreign currency during the year.

For and on behalf of the Board of Directors
Dhruv M. Sawhney
Place: Noida (U.P) Chairman and Managing Director
Date : May 24 2018 DIN: 00102999

Annexure-F

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT 2013(‘ACT') READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014

(i) The percentage increase in remuneration of each Director CFO and CS during the FY18 ratio of remuneration of each Director to the median remuneration of the employees ofthe Company for the FY 18

Name of Director/KMP and Designation Ratio of remuneration to Median remuneration % increase of remuneration in FY 18
Mr. Dhruv M. Sawhney ** Chairman and Managing Director (CMD) N.A. NIL
Mr. Tarun Sawhney* Vice Chairman and Managing Director (VCMD) 68 17.62%
Mr. Nikhil Sawhney Non-Executive Director 1.06 NIL
Dr. F.C. Kohli Non-Executive Independent Director 0.36 NIL
Lt. Gen. K.K. Hazari (Retd.) Non-Executive Independent Director 1.57 NIL
Mr. Shekhar Datta Non-Executive Independent Director 1.71 NIL
Ms. Homai A. Daruwalla Non-Executive Independent Director 1.71 NIL
Dr. Santosh Pande Non-Executive Independent Director 1.14 NIL
Mr. Sudipto Sarkar Non-Executive Independent Director 1.14 NIL
Mr. Suresh Taneja* Group Chief Financial Officer 55 7.95%
Ms. Geeta Bhalla* Group Vice President & Company Secretary 20 13.33%

* Gratuity is provided based on actuarial valuation and hence remuneration does notinclude gratuity.

** No salary is being drawn by the CMD.

Note: The remuneration of the non-executive & independent directors includessitting fees only for attending Board or Committee meetings and there was no change in thesitting fee during the year. Further no commission was paid during FY 18 in view of lossesincurred during the earlier years.

(ii) In the Financial year 2017 - 18 there was an increase of 6.29 % in the medianremuneration of the employees (The salaries of seasonal employees in sugar units have notbeen considered herein as they are deployed only for the duration of the Sugar season andnot for the entire year).

(iii) There were 3906 permanent employees (752 officers 3154 workmen including 1 754seasonal employees) on the rolls of the Company as on March 31 2018.

(iv) The average percentile salary increase of employees other than managerialpersonnel was 7.33% against 13.09% in the managerial remuneration. The increase inremuneration is in line with considerable management efforts to plan implement andachieve improvement in operational efficiencies of the Sugar Business which will help theCompany to better withstand cyclicality in the sugar industry.

(v) It is hereby affirmed that the remuneration paid during the financial ended March31 2018 is as per the Nomination and Remuneration policy of the Company.

For and on behalf of the Board of Directors
Dhruv M. Sawhney
Date : May 24 2018 Chairman and Managing Director
Place : Noida (U.P) DIN:00102999