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Triveni Engineering and Industries Ltd.

BSE: 532356 Sector: Agri and agri inputs
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OPEN 243.05
VOLUME 48621
52-Week high 374.00
52-Week low 177.75
P/E 16.38
Mkt Cap.(Rs cr) 5,937
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 243.05
CLOSE 241.35
VOLUME 48621
52-Week high 374.00
52-Week low 177.75
P/E 16.38
Mkt Cap.(Rs cr) 5,937
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 86th Annual Report andaudited financial statements for the Financial Year (FY) ended March 312022.


(Rs in lakhs)

Particulars Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Revenue from operations (Gross) 467744.03 469320.49 469404.36 470335.14
Operating Profit (EBITDA) 66018.17 58422.73 65659.37 58860.45
Finance cost 4948.03 5143.70 5452.93 5163.17
Depreciation and Amortisation 8074.50 7908.76 8074.50 7908.76
Profit before Share of Net Profit of Associates & Tax 52995.64 45370.27 52131.94 45788.52
Share of Net Profit of Associates 0.00 0.00 5914.48 121.04
Profit before Exceptional items & Tax 52995.64 45370.27 58046.42 45909.56
Exceptional Items -999.08 -2183.14 -670.94 66.95
Profit before Tax 51996.56 43187.13 57375.48 45976.51
Tax Expenses 13780.01 15856.27 14969.56 16516.24
Profit for the year 38216.55 27330.86 42405.92 29460.27
Other comprehensive income (net of tax) 122.73 -28.86 553.40 -60.74
Total comprehensive income 38339.28 27302.00 42959.32 29399.53
Earning per equity share of Rs 1 each (in ') 15.81 11.14 17.54 12.01
Retained Earnings brought forward 81795.19 54533.68 90205.90 60790.80
- Equity Dividend 7252.65 0.00 7252.65 0.00
- Others 117.60 40.49 552.78 -15.57
Retained earnings carried forward 112764.22 81795.19 125359.79 90205.90

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


During the year the Company reported record profits. It is commendableas the Company delivered the performance despite multiple challenges such as the pandemican industrial slowdown key global developments and a significant increase in crude andother commodity prices all of which had a huge influence on the economy. All of thebusinesses of Company performed well and achieved better profitability than the previousyear. On a Consolidated basis Profit before Tax is up by 25% to Rs 573.75 crore whileProfit after Tax (PAT) is up by 44% to Rs 424.06 crore. While the profitability of theSugar business (including Distillery) is higher by 13% the profitability of Engineeringbusiness is higher by 41%.


Sugar Business (including Cogeneration)

The turnover of Sugar business is lower by 15% mainly due to lowerdispatches by 23% from substantially lower exports during the year. As no export subsidywas announced for the season 2021-22 Indian sugar exports had taken place from the millsin the coastal states. In view of increased sales realization prices the profitability(PBIT) of Sugar business is higher by 3% despite lower dispatches. Our crush is likely tobe slightly lower this season than the previous season and our recovery may be 15 to 20basis points lower. The early part of the season was impacted by late excessive rainfalland the later part was affected by abnormal heat conditions since March 2022.

We expect to divert 93000 metric tonnes (MT) of sugar for themanufacture of alcohol during the current season compared to 75148 MT the previousseason. The Company has implemented vigorous variety replacement and yield maximizationinitiatives that will show results in the coming years by increasing the supply of canefor production growth. Further the Company will rationalize crush capacity in order toincrease overall crush rate with the objective of concluding the season well before thehot summer sets in. To enhance the overall realization price the Company also intends toincrease its capacity to manufacture refined sugar and pharmaceutical grade sugar.

All India sugar production for the season 2021-22 was initiallypredicted at 31 million metric tonnes (MMT) but this has progressively increased to 35.1MMT after considering sugar diversion of 3.4 MMT to the production of ethanol. Sugarinventories on the other hand are predicted to be lower at 6.9 MMT on September 302022 due to robust exports estimated at 9.2 MMT per million tonne as against 7.2 MMT atthe end of the previous season. It augers well for sugar prices it will be critical tosignificantly increase sugar diversion to ethanol and ensure robust export next year tokeep sugar inventories in check.


The net turnover of the distillery segment has increased by 30% at Rs668.51 crore due to the increased dispatches by 14%. The profitability (PBIT) of theDistillery segment is higher by 48% which was also contributed by product mix and betterefficiencies.

Our new 160 KLPD distillery at Milak Narayanpur has already commencedproduction on April 4th 2022 and our new grain- based distillery is expected to commenceproduction by Q1 FY 23. Further we have also increased the capacity of our Sabitgarhdistillery to 200 KLPD for operations with B-heavy molasses. With debottlenecking andrationalization of existing distilleries the total distillation capacity is estimated toincrease to 660 KLPD by Q2 FY 23. Total production is expected to increase by 70% in FY 23with an estimated diversion of sugar to the extent of 110000 MT to ethanol.

Power Transmission Business (PTB)

PTB has reported much improved performance with turnover increasing by42% and profitability (PBIT) increasing by 57%. Further the order intake has been robustduring the year: total orders of Rs 251.04 crore have been received comprising long-tenure orders of Rs 54.22 crore. Accordingly as at the year end total orders in handcomprise normal orders of Rs 109.56 crore and long-tenure orders of Rs 111.77 crore. Thelong- tenured orders also include orders received from the defence agencies and theseinvolve design and development and thereafter subject to satisfactory prototypemanufacturing of ordered quantities of components. The business is targeting a substantialgrowth in order intake including substantial orders from the defence establishments.

Water Business Group

During the year Water Business (on a Consolidated basis) reported amarginal increase in turnover by 4% to Rs 270.22 crore and 16% increase in profitability(PBIT) to Rs 31.01 crores. Orders received by the company during the year total Rs 333.45crore up from Rs 186.50 crore the previous year. The business expects to improve theorder intake as it is comfortably placed in certain bids which will be finalized shortly.It is also bidding for projects aggregating to Rs 1500 crore including some HAM projects.

Transfer to reserve

Your Board of Directors do not propose to transfer any amount togeneral reserve.


Your Board of Directors is pleased to recommend a final dividend of Rs2/-per equity share (of Rs 1/-each) (i.e 200%) subject to the approval of theshareholders in the upcoming Annual General Meeting. If approved the total dividend(including the interim dividend of Rs 1.25 per equity share) for fiscal year 2021-22 willbe Rs 3.25 per equity share (325%) resulting in a total outlay of Rs 78.59 crore.


As per the provisions of Regulation 43A of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") the Company had adopted a Dividend Distribution Policywhich has been amended by the Board at its meeting held on May 14 2022. The said policysets out the parameters and circumstances that will be taken into account by the Board indetermining the distribution of dividends to the shareholders of the company and to retainprofits earned by the company. The amended policy is available on the website of thecompany at policies.html.


Associate Companies

Triveni Turbine Ltd. (TTL) is engaged in the design and manufacture ofsteam turbines and delivers robust reliable and efficient end-to-end solutions. Earliersteam turbines in the range of above 30 MW to 100 MW were addressed through GE TriveniLtd. (GETL) an erstwhile joint venture (JV) with GE. However the JV has been terminatedw.e.f. September 6 2021 and DI Netherlands BV an affiliate of GE has sold its entirestake to TTL. Consequently GETL is now a wholly owned subsidiary of TTL and its name hasbeen changed to Triveni Energy Solutions Ltd. (TESL). Accordingly TTL and TESL will makethe entire range of steam turbines up to 100 MW.

On a consolidated basis TTL has achieved a turnover of Rs 852.2 croreswith a PBT of Rs 170.8 crores before exceptional items and Rs 364.8 crores afterexceptional items. Exceptional items include the receipt of net compensation of Rs 188.90crores from GE upon mutual settlement of the legal disputes. TTL has witnessed an increasein order booking of 84% over the previous year in view of favourable business conditionsboth domestically and in the global market. Profit after tax is at Rs 270.2 crores anincrease of 164% over the previous year.

During the year under review the Company has divested its entireshareholding in Aqwise Wise Water Technologies Ltd. Israel pursuant to a Share PurchaseAgreement dated March 25 2021 and resultantly Aqwise ceased to be an associate company.

Subsidiary Companies

During the year under report a new company namely Pali ZLD PrivateLimited (PZPL) was incorporated as a wholly owned subsidiary of the Company. The Companyhas 11 wholly owned subsidiaries as detailed in Annexure A. All the companies exceptMathura Wastewater Management Private Limited (MWMPL) and Pali ZLD Private Limited (PZPL)are relatively much smaller and there have not been any material business activities inthese companies. Under the Namami Gange Programme MWMPL is engaged in "Developmentof Sewage Treatment Plants and Associated Infrastructure on Hybrid Annuity PPP basis atMathura Uttar Pradesh" whereas PZPL is engaged in the development of a CommonEffluent Treatment Plant along with a Zero Liquid Discharge facility (unit-4) for PaliIndustrial Complex (Rajasthan) on PPP/ HAM basis. During the year under review MWMPL andPZPL achieved revenue of Rs 26.74 crore and Rs 15.18 crore and profitability (PBT) of Rs2.54 crore and Rs 0.87 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


In compliance with the provisions of Companies Act 2013 and IndianAccounting Standards (Ind AS) as specified in Section 133 of the Act and Regulation 34 ofthe Listing Regulations your Directors have pleasure in attaching the consolidatedfinancial statements of the Company which form a part of the Annual Report. FinancialStatements including consolidated financial statements and the audited accounts of each ofthe subsidiary are available on the Company's website


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

a) i n the preparation of the annual accounts for the financial yearended March 31 2022 the applicable accounting standards have been followed and there areno material departures;

b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive 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) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

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

e) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively; and

f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.


In accordance with the Listing Regulations a separate report onCorporate Governance is given in Annexure-B along with the Auditors' Certificate on itscompliance in Annexure-C to the Board's Report. The Auditors' Certificate does not containany qualification reservation and adverse remark.


In accordance with the amended provisions of the Companies Act 2013 andthe Listing Regulations the Company has revised Related Party Transaction Policy whichhas been uploaded on its website at It is the endeavor of the Company to enter into related partytransaction on commercial and arms' length basis with a view to optimize the overallresources 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. The Companyhas not entered into any contract/arrangement/transactions with related parties whichcould 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.


In accordance with the amended terms of the Listing Regulations theCompany has revised and implemented its new Enterprise Risk Management (ERM) policy theobjective of which is to lay down a structured framework for identifying potential threatsto the organization on a regular basis assessing likelihood of their occurrencedesignate risk owners to continually evaluate the emergent risks and plan measures tomitigate the impact on the Company to the extent possible. The framework and the systemare reviewed from time to time to enhance their usefulness and effectiveness. The policyrecognizes that all risks in the business cannot be eliminated but these could becontrolled or minimized through effective mitigation measures effective internal controlsand 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 categorization thereof based on their severity. Such categorization 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 endeavor 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.


As per the provisions of the Companies Act 2013 (‘Act') Mr.Nikhil Sawhney Director (DIN:00029028) will retire by rotation at the ensuing AnnualGeneral Meeting (‘AGM') of the Company and being eligible seeks re-appointment. TheBoard has recommended his re-appointment.

Considering his integrity relevant knowledge expertise andexperience as well as the contribution made by him during his current tenure as anindependent director the Board of Directors re-appointed Mr. Jitendra Kumar Dadoo(DIN:02481702) as an Independent Director of the Company for a period of five consecutiveyears on the expiry of his current term of office i.e. with effect from May 21 2022subject to shareholders' approval. The Company has received the necessary declaration fromMr. Dadoo that he continues to fulfil the criteria of independence as prescribed under therelevant provisions of the Act and the Listing Regulations.

With deep regret the Board reports the sudden and sad demise of Dr.Santosh Pande (DIN: 01070414) and Mr. Ajay Kumar Relan (DIN: 000002632) on September 202021 and October 1 2021 respectively who have been on the Board since April 16 2014and June 29 2021 respectively as non- executive independent directors. The Board placeson record its appreciation for their invaluable contributions and guidance provided to thecompany during their respective tenures.

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 record by the Board of Directors.

As required under the provisions of Section 203 of the Act the keymanagerial personnel namely Vice Chairman and Managing Director CFO and CompanySecretary continue to hold those offices as on the date of this report.


Pursuant to the provisions of the Companies Act 2013 and ListingRegulations the Board has carried out an 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 the Board such as composition performance of specific dutiesobligations and governance.

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


The policy of the Company on Directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters provided under sub-section (3) of Section 178 of the CompaniesAct 2013 and the Listing Regulations adopted by the Board is available on the websiteof the Company at


During the year five board meetings were held the details of whichare provided in the Corporate Governance Report that forms part of this Annual Report. Themaximum interval between the two board meetings did not exceed 120 days as prescribedunder the Companies Act 2013 and the Listing Regulations.

AUDITORS Statutory Audit

At the 81st AGM M/s S.S. Kothari Mehta & Co. (SSKM) CharteredAccountants (FRN: 000756N) were appointed as the Statutory Auditors of the Company to holdoffice for a period of five consecutive years from the conclusion of that AGM until theconclusion of the 86th AGM. SSKM will be completing their current term of five years atthe conclusion of the ensuing AGM. SSKM being eligible offered themselves forre-appointment. Accordingly in terms of Section 139 of the Act and the Rules madethereunder the Board had on the recommendations of the Audit Committee recommended there-appointment of SSKM for a second term of five consecutive years to hold office fromthe conclusion of 86th AGM till the conclusion of 91th AGM of the Company forshareholders' approval at the ensuing AGM.

Comments on the Auditors Report

The Auditors' report for the financial year 2021-22 does not containany qualification reservation or adverse remark. Further pursuant to section 143(12) ofthe Act the statutory auditors of the Company have not reported any instances of fraudcommitted on the Company by its officers or employees the details of which are requiredto be mentioned in the Board's Report.

In Para I (c) of Annexure A to the Auditors' Report the auditor hasreported that the title deeds of certain immovable properties are not held in the name ofthe Company relating to 02 cases/plots of land valuing Rs 12.35 lakhs. The transfer oftitle in the name of the Company in these reported cases could not be completed on accountof certain technicalities or documentary deficiencies which the Company is trying toresolve to the extent feasible. However in all these cases the land continues to remainin the possession of the company.

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 Powertransmission businesses of the Company. The Company has been maintaining cost accounts andrecords in respect of the applicable products. Mr Rishi Mohan Bansal and M/s GSR &Associates Cost Accountants have been appointed as Cost Auditors to conduct the costaudit of the Sugar businesses (including cogeneration and distillery) and Powertransmission business respectively of the Company for the FY 2022-23 subject toratification of their remuneration by the shareholders at the ensuing Annual GeneralMeeting. The Board recommends the ratification of the remuneration of the Cost Auditorsfor the FY 23.

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 for FY22. The report on secretarial auditis annexed as Annexure-D to the Board?s report. The report does not contain anyqualification reservation or adverse remark.


Corporate Social Responsibility (CSR)

During the year a revised CSR Policy has been formulated by the CSRCommittee in line with the Companies (Corporate Social Responsibility Policy) Rules 2014as amended which on its recommendation was approved by the Board. The revised CSRPolicy is available on the Company's website at policies.html.

The composition of the CSR Committee and Annual Report on CSRactivities during FY22 as recommended by the CSR Committee and approved by the Board isprovided in Annexure-E to the Board's report.


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


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 policies.html.


The Company has an Anti-Sexual Harassment Policy in line with therequirements of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 (POSH Policy). Further the Company has complied with the provisionsrelating to the constitution of Internal Complaints Committee under the said Act. Nocomplaint was received by the Internal Complaint Committee during FY22.


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 50 provide details ofloans advanced; and Note 39 (v) provides details of guarantee given by the Company.


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


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 asper the provisions of Section 136 of the Companies Act 2013 the annual report is beingsent to all the members of the Company excluding the aforesaid information. The saidinformation is available for inspection by the members at the registered office of theCompany up to the date of the ensuing Annual General Meeting. Any member interested inobtaining such particulars may write to the Company Secretary at the registered office ofthe Company.


There are no outstanding stock options and no stock options were eitherissued or allotted during the year under TEIL ESOP 2013.


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


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.


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


No debentures were issued during the period under review. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 the annual returnfor the financial year 2021-22 is available on website of the Company i.e. shareholders-information.


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

During the year under review neither any application was made nor anyproceedings is pending against the Company under the Insolvency and Bankruptcy Code 2016.Further there was no instance of one-time settlement with any bank or financialinstitution.


During the year the Registered Office of the Company has been shiftedfrom "Deoband District Saharanpur Uttar Pradesh-247554" to "A-44 HosieryComplex Phase-II Extension Noida-201 305 Uttar Pradesh" with effect from October7 2021.


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.


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: Noida Chairman and Managing Director
Date: May 14 2022 DIN: 00102999