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Directors Report of Triveni Engineering & Industries Ltd.

Mar 31, 2023

Your Directors have pleasure in presenting the 87th Annual Report and audited financial statements for the Financial Year (FY) ended March 31, 2023.

FINANCIAL RESULTS

(Rs. in Lakh)
Particulars	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from operations (Gross)	630690.29	467744.03	631009.62	469404.36
Revenue from operations (Net of excise duty)	561363.80	427434.16	561683.13	429094.49
Operating Profit (EBITDA)	69651.05	66018.17	69632.06	65659.37
Finance cost	4983.75	4948.03	5673.83	5452.93
Depreciation and Amortisation	9347.77	8074.50	9347.77	8074.50
Profit before Share of Profit of Associates & tax	55319.53	52995.64	54610.46	52131.94
Share of Profit of Associates	0.00	0.00	1633.44	5914.48
Profit before exceptional items & tax	55319.53	52995.64	56243.90	58046.42
Exceptional Items	158593.58	-999.08	140119.61	-670.94
Profit before Tax	213913.11	51996.56	196363.51	57375.48
Tax Expenses	21512.53	13780.01	17182.86	14969.56
Profit after Tax	192400.58	38216.55	179180.65	42405.92
Other comprehensive income (net of tax)	-318.72	122.73	-374.85	553.40
Total comprehensive income	192081.86	38339.28	178805.80	42959.32
Earnings per equity share of ''1 each (in '')	80.08	15.81	74.58	17.54
Retained Earnings brought forward	112764.22	81795.19	125359.79	90205.90
Appropriation:
- Equity Dividend	4835.10	7252.65	4835.10	7252.65
- Others	41060.56¹	117.60	39806.89¹	552.78
Retained earnings carried forward	258950.43	112764.22	259523.60	125359.79
(¹) includes '' 41,141.34 lakh relating to the Buy-Back of equity shares in FY 23. Additionally, '' 57,588.27 lakh relating to the aforesaid Buy-
back of equity shares have been adjusted against Securities Premium and General Reserves.

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

PERFORMANCE RESULTS

The Company has achieved various records / milestones during the year:

Profit after tax is at '' 1,791.81 crore as against '' 424.06 crore in the previous year.

BUSINESS OPERATIONS AND FUTURE PROSPECTS Sugar Business (including Cogeneration)

The turnover of the Sugar business is 26% higher at '' 4,361.95 crore over the previous year. The increase is attributed to the increase in sugar sale volumes by 21%, including 9% contributed by exports, and increase in overall sugar realisation price by 4% including sugar exports, which fetched prices at a substantial premium over the domestic prices.

Segment results (PBIT) of Sugar business are at '' 305.83 crore as against '' 386.51 crore in the previous year (which also included recognition of benefit of '' 57 crore towards export subsidy relating to FY 21). The increased cost of goods sold due to sugarcane price increase in the SS 202122 could not be fully offset by increase in domestic sugar realisation price. However, exports of high-quality sugar contributed significant profits due to additional volumes as well as due to much remunerative export prices.

During the year, capital expenditure of '' 136.12 crore was incurred mainly towards debottlenecking, modernisation & efficiency improvements at Khatauli, Deoband and Sabitgarh sugar units, change of the manufacturing process at Deoband sugar unit to Defeco Remelt Phosphatation to produce refined sugar and doubling of the pharma sugar production capability at Sabitgarh. During the year, the Company recorded the highest ever cane crush in the financial year as well as in the SS 2022-23. Khatauli unit had the distinction of becoming the largest sugar producing unit in the country. The sugarcane crush in SS 2022-23 has increased by 17% till March 31, 2023 and 11% for the complete season. The Company successfully produced & exported high quality S-grain refined sugar from its Khatauli & Sabitgarh facilities leading to superior realisations. Further, the refined sugar forms around 60% of the total sugar production of the Company in the Season 2022-23.

In the sugar business, we are implementing a medium-term plan wherein we are focussing on varietal substitution by high yielding and high sucrose sugarcane varieties through close farmer engagement and digital interventions. A large number of demo plots have been developed to showcase various yield improvement initiatives and dissemination of knowledge to the farmers. It will be accompanied with rationalisation and expansion of capacities. This should give us growth at a nominal CapEx. The above strategic actions will also help to overcome sugarcane variety fatigue, over dependence on any one variety and to make available more captive feedstock for the distilleries.

Another issue receiving management focus is to enhance sugar realisation price through value addition, quality improvement and introducing premium grades. The proportion of the refined sugar is expected to increase to 70% of the total production from 60% presently.

DISTILLERY BUSINESS

The net turnover of the distillery business has increased by 75% to '' 1,172.27 crore. The sales volumes have increased substantially by 53% to 18.04 crore litres. We commissioned the first-of-its-kind 200 KLPD dual feed distillery at Milak Narayanpur, which is a pioneering model for the country. Additionally, a 60 KLPD grain-based facility was commissioned in Muzaffarnagar distillery complex. The overall realisation price has increased by 6% due to price increase announced by the GoI and the product mix.

Segment results (PBIT) have increased by 42% to '' 212.32 crore mainly attributable to new distillation capacities. The increase in realisation prices have been to some extent offset by increase in transfer price of B-heavy molasses.

During the year, the overall capacity has increased from 320 KLPD to 660 KLPD. The Company has incurred total capital expenditure of '' 285.9 crore for increasing the capacity by 340 KLPD. During the year, 71% of the ethanol / ENA production was based on B-heavy molasses and 28% based on grains.

The Company is setting up another distillery at its sugar unit at Raninangal, which is scheduled to be commissioned in the last quarter of FY 24, followed by a capacity expansion at Sabitgarh, both aggregating to additional capacity of 450 KLPD. This would take the aggregate distillation capacity of the Company to 1,110 KLPD.

We firmly believe in the ethanol blending in petrol (EBP) programme of the GoI and remain optimistic that the EBP target of 20% in the year 2025 would be largely met. Having almost exhausted B-heavy potential to make ethanol, it will involve extensive use of sugarcane juice and grains to make ethanol. It will only be possible through augmenting distillation capacities by improving viability with such feedstocks, including by specifying realistic ethanol prices.

Power Transmission Business (PTB)

The turnover has increased by 22% to '' 225.25 crore in the current year, after having achieved a growth of 42% in the previous year. Accordingly, segment profits are 19% higher at '' 76.44 crore. The order book as on March 31, 2023 is at '' 260.42 crore, higher by 18% over the last year. It includes long tenure orders of '' 126.98 crore, comprising Defence

orders of '' 70.07 crore, and Build-to-Print orders of '' 56.91 crore.

PTB has over the years developed expertise, experience and relationships in the Asian sub-continent, which shall be leveraged to grow into international markets - not just for new products but also for the aftermarket business. The focus on research and development over the years has significantly developed our technological competence in high-speed high-power gearboxes, with continued focus on costs and quality leadership. Capital expenditure of '' 100 crore is being implemented to increase the capacity in terms of turnover from '' 250 crore to '' 400 crore.

With a view to grow the Defence business, PTB is focussing on in-house development as well as global partnerships for Defence surface and sub-surface vessels and for other products like propulsion shaft line, propulsion gearboxes etc. Apart from these, PTB is identifying more products for development purposes like stabilisers, leveraging our engineering strength and expertise, including development of mechanical parts, hydraulic and control systems. Further, collaboration with global technology OEMs in select areas are being explored for participation in gas turbine generators, propulsion gearboxes and other products aligned to the naval & coastguard requirements.

New multi-modal Defence Facility is planned to be commissioned by mid-2024 at a CapEx of '' 42 crore, which will cater for the assembly and testing for a wide range of defence equipment, starting with the ones for Naval marine application. The modern facility shall cater to all the current and future development programmes that the company is venturing into with a potential for expansion in future into Army and Air Force projects as well.

Water Business Group

The turnover has increased by 38% to '' 348.98 crore in the current year. Accordingly, segment profits (PBIT) are 48% higher at '' 25.59 crore. The order book as on March 31, 2023 is at '' 476.55 crore excluding O&M contracts of '' 916.86 crore.

The water sector has a positive outlook and offers significant opportunities for various stakeholders, including EPC players, private developers, consultants, and technology and equipment suppliers. The Government is increasingly using strict regulations related to Industrial effluent which catalysis opportunities in CETPs, Recycle & Reuse and ZLDs. The central and state governments in India are focussed on implementing environmental policies to ensure ecological balance and reduce water contamination in rivers, sea, lakes, and others. The Central Governmentâs

focus on Namami Gange for cleaning of Ganga, JICA-funded projects in Delhi, Karnataka, and Maharashtra, AMRUT programmes for pollution abatement, recycling and re-use, and stricter vigil by the National Green Tribunal will be the key demand drivers.

Water business has participated in numerous projects, including international, and has a visibility of tenders of substantial value. It is confident of securing substantial orders which will ensure its continuing growth.

Transfer to reserve

Your Board of Directors do not propose to transfer any amount to general reserves. During the year, consequent to the Buyback of shares completed by the Company, an amount of '' 985.01 crore, comprising amount of buyback and associated expenses / taxes, have been adjusted against other Equity. Further, in accordance with Section 69, Capital Redemption Reserve has been created for '' 2.29 crore, being the face value of shares bought back, by adjustment to Retained earnings.

DIVIDEND

The Board of Directors have recommended a dividend of ''3.25 per equity share of face value ''1/- each (325%) for the financial year 2022-23 subject to the approval of the shareholders in the upcoming Annual General Meeting.

DIVIDEND DISTRIBUTION POLICY

As per the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationsâ), the Company had adopted a Dividend Distribution Policy, which has been amended by the Board at its meeting held on May 14, 2022. The said policy sets out the parameters and circumstances that will be considered by the Board in determining the distribution of dividends to the shareholders of the company and to retain profits earned by the company. The amended policy is available on the website of the Company at https://www.trivenigroup.com/files/policies/ Dividend%20Distribution%20Policy.pdf

BUYBACK OF SHARES

During the year, pursuant to the approval of the Board of Directors on November 05, 2022 and approval of shareholders through special resolution dated December 11, 2022 passed through postal ballot/e-voting, your company undertook buyback of 2,28,57,142 equity shares of the face value of ''1/- each (representing 9.45% of equity paid-up share capital) at a price of ''350/- per share, for an aggregate amount of about ''800 crore (excluding transaction costs), being 24.48% of the aggregate of the Companyâs paid-up capital and free reserves, based on the audited half yearly/ interim consolidated financial statements as at September 30, 2022. The buyback was made from all the existing shareholders of the Company as on December 23, 2022, being the record date for the purpose, on a proportionate basis under the tender offer route in accordance with the provisions contained in the Securities and Exchange Board of India (BuyBack of Securities) Regulations, 2018 and the Companies Act 2013 and rules made thereunder. The shares accepted under the buyback have been extinguished and the paid-up equity share capital of the Company has been reduced to that extent.

SUBSIDIARY AND ASSOCIATE / JOINT VENTURE COMPANIES PERFORMANCE Associate / Joint Venture Companies

During the year under review, the Company has divested its entire equity stake of about 21.85% held in its then associate company viz. Triveni Turbine Limited (âTTLâ), resulting in a profit of '' 1,585.94 crore on such disposal, which is reflected under exceptional items. Consequent to such divestment, TTL has ceased to remain an associate of the Company w.e.f. September 21, 2022.

Subsequent to the financial year, a new Company namely, Triveni Sports Private Limited (âTSPLâ) [a 50:50 sports venture between your Company and Triveni Turbine Limited (âTTLâ)] has been incorporated as a special purpose vehicle for promotion of sports (including chess), and with key objective of enhancing the corporate visibility for Triveni Brand at a global level.

As the franchisee/owner of the Triveni Continental Kings (âTCKâ) team, TSPL took part in the first edition of Global Chess League (âGCLâ), a joint venture between Tech Mahindra (a part of Mahindra group) and FIDE (Federation Internationale des Echecs, Switzerland), in Dubai. We are happy to announce that TCK won the inaugural edition of GCL and crowned as Champions.

Subsidiary Companies

The Company has 11 wholly-owned subsidiaries, as detailed in Annexure A. All the companies, except Mathura Wastewater Management Private Limited (MWMPL) and Pali ZLD Private Limited (PZPL), are relatively much smaller and there have not been any material business activities in these companies.

Under the Namami Gange Programme, MWMPL is engaged in "Development of Sewage Treatment Plants and Associated Infrastructure on Hybrid Annuity PPP basis at Mathura, Uttar Pradeshâ, whereas PZPL is engaged in the development of a Common Effluent Treatment Plant along

with a Zero Liquid Discharge facility (unit-4) for Pali Industrial Complex (Rajasthan) on PPP/HAM basis. During the year under review, MWMPL and PZPL have achieved revenue of '' 5.45 crore and '' 21.31 crore and profitability (PBT) of '' 1.22 crore and '' 1.29 crore, respectively.

As required under the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statement of subsidiaries and associates is provided in the prescribed format AOC-1 as Annexure-A to the Boardâs Report.

In accordance with the Regulation 16 of the Listing Regulations, none of the subsidiaries of this Company is a material non-listed subsidiary. The Company has formulated a policy for determining material subsidiaries. The policy has been uploaded on the website of the Company at https:// www.trivenigroup.com/files/policies/Policy%20on%20 Material%20Subsidiary.pdf

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 and Regulation 34 of the Listing Regulations, your Directors have pleasure in attaching the consolidated financial statements of the Company which form a part of the Annual Report. Financial Statements including consolidated financial statements and the audited accounts of each of the subsidiary are available on the website of the Company at https://www.trivenigroup.com/ financials?q=financial-report

DIRECTORSâ 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 31, 2023, the applicable accounting standards have been followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies

Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of 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 Governance is given in Annexure-B along with the Auditorsâ Certificate on its compliance in Annexure-C to the Boardâs Report. The Auditorsâ Certificate does not contain any qualification, reservation and adverse remark.

RELATED PARTY CONTRACTS/TRANSACTIONS

In accordance with the amended provisions of the Companies Act, 2013 and the Listing Regulations, the Company has formulated a Related Party Transaction Policy, which has been uploaded on its website at https://www. trivenigroup.com/files/policies/Revised%20Related%20 Party%20Transactions%20Policy.pdf. It is the endeavour of the Company to enter into related party transaction on commercial and armâs-length basis with a view to optimise the overall resources of the group.

All transactions entered into with related parties during the year were in the ordinary course of business of the Company and at armâs-length basis. The Company has not entered into any contract/arrangement/transactions with related parties which could be considered material in accordance with the Policy of the Company on the materiality of related party transactions, except for a transaction for sale of 3,23,30,548 equity shares of ''1/-each of Triveni Turbine Limited held by it to Mrs. Rati Sawhney, one of the promoters of the Company, at a price of ''229 per share, aggregating to about ''740.37 crore, with the prior approval of shareholders. Necessary disclosure to this effect in prescribed Form AOC-2 in terms of Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed as Annexure-D to the Boardâs report.

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL

The Board of Directors of the Company have formed a Risk Management Committee to assess the risks facing the business and the mitigation measures taken thereof. Implementation of the Enterprise Risk Management Framework & Policy that has been aligned with the regulatory requirements is being monitored and adhered to.

The policy on risk assessment and minimisation procedures as laid down by the Board are periodically reviewed by the Risk Management Committee, Audit Committee and the Board. The policy facilitates identification of risks at appropriate time and ensures necessary steps to be taken to mitigate the risks.

The policy recognises that all risks in the business cannot be eliminated but these could be controlled or minimised through effective mitigation measures, effective internal controls and by defining risk limits. Brief details of risks and concerns are given in the Management Discussion and Analysis Report.

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

Risk Management System has been integrated with the requirements of internal controls as referred to in Section 134(5)(e) of the Companies Act, 2013 to evolve risk-related controls. Detailed internal financial controls have been specified covering key operations, to safeguard of assets, to prevent and detect frauds, to ensure completeness and accuracy of accounting records, to ensure robust financial reporting and statements and timely preparation of reliable financial information. These are achieved through Delegation of Authority, Policies and Procedures and other specifically designed controls, and their effectiveness is tested regularly as per the laid-out mechanism as well as through external agencies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As per the provisions of the Companies Act, 2013 (Act), Mr. Dhruv M. Sawhney (DIN: 00102999), Chairman &

Managing Director will retire by rotation at the ensuing Annual General Meeting (âAGMâ) of the Company and, being eligible, seeks re-appointment. The Board has recommended his re-appointment.

Further the Board has, on the recommendation of Nomination and Remuneration Committee, re-appointed Mr. Tarun Sawhney (DIN: 00382878) as Managing Director (designated as Vice Chairman & Managing Director) of the Company for another period of five years on the expiry of his current tenure i.e. with effect from October 1,2023 and fixed his remuneration, subject to shareholdersâ approval.

The Company has received declarations of independence in terms of Section 149 of the Act and also under the Listing Regulations from all the Independent Directors 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 key managerial personnel, namely, Vice Chairman and Managing Director, CFO, and Company Secretary, continue to hold those offices as on the date of this report.

BOARD EVALUATION MECHANISM

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, that of individual directors as well as evaluation of its committees. The evaluation criteria, as defined in the Nomination and Remuneration Policy of the Company, covered various aspects of the Board, such as composition, performance of specific duties, obligations and governance.

The performance of individual directors was evaluated on parameters such as: number of meetings attended; contributions made in the discussions; contribution towards formulation of the growth strategy of the Company; independence of judgement; safeguarding the interests of the Company and minority shareholders; additional time devoted besides attending Board/Committee meetings. The directors have expressed their satisfaction with the evaluation process.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The policy of the Company on Directorsâ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 and the Listing Regulations, adopted by the Board, is available on the website of the

Company at https://www.trivenigroup.com/files/policies/ Nomination%20&%20Remuneration%20Policy.pdf

BOARD MEETINGS

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

AUDITORS Statutory Audit

M/s S.S. Kothari Mehta & Co. (SSKM), Chartered Accountants (FRN: 000756N), were re-appointed as Statutory Auditors of the Company at the 86th AGM to hold office for another term of five consecutive years until the conclusion of 91st AGM of the Company, which will be held in the year 2027.

Cost Audit

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 duly amended, Cost Audit is applicable to the Sugar and Power transmission businesses of the Company. The Company has been maintaining cost accounts and records 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 cost audit of the Sugar businesses (including cogeneration and distillery) and Power transmission business respectively of the Company for FY 24, subject to ratification of their remuneration by the shareholders at the ensuing Annual General Meeting. The Board recommends the ratification of the remuneration of the Cost Auditors for FY 24.

Secretarial Audit

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s Suresh Gupta & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company for FY 23. The report on secretarial audit is annexed as Annexure-E to the Boardâs report. The report does not contain any qualification, reservation or adverse remark.

Comments on the Auditorsâ Report

The Auditorsâ Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark. Further pursuant to section 143(12) of the Act, the Statutory

auditors of the Company has not reported any instances of fraud committed in the Company by its officers or employees, the details of which are required to be mentioned in the Boardâs Report.

In the Para I (c) of Annexure A to the Auditorsâ Report, the auditor has reported that the title deeds of certain immovable properties are not held in the name of the Company relating to 02 cases/plots of land valuing ''12.35 lakh. The transfer of title in the name of the Company in these reported cases could not be completed on account of certain technicalities / documentary deficiencies, which the Company is trying to resolve to the extent feasible. However, in all these cases, the land continues to remain in the possession of the Company.

DISCLOSURESCorporate Social Responsibility (CSR)

The CSR Policy formulated by the CSR Committee in line with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, is available on the website of the Company at https://www.trivenigroup. com/files/policies/CSR%20Policy(Revised).pdf The composition of the CSR Committee and Annual Report on CSR activities during FY 23, as recommended by the CSR Committee and approved by the Board, is provided in Annexure-F to the Boardâs report.

AUDIT COMMITTEE

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

VIGIL MECHANISM

The Company has established a vigil mechanism through Whistle Blower Policy and it oversees the genuine concerns expressed by the employees and other directors through the Audit Committee. The vigil mechanism also provides for adequate safeguards against victimisation of employees and directors who may express their concerns pursuant to this policy. It has also provided direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The policy is uploaded on the website of the Company at https://www.trivenigroup.com/files/policies/ Whistle%20Blower%20Policy.pdf

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

provisions relating to the constitution of Internal Complaints Committee under the said Act. No complaint was received by the Internal Complaint Committee during FY 23.

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

Notes 6 of the standalone financial statements of the Company forming part of the Annual Report provide particulars of the investments made by the Company in the securities of other bodies corporate; Notes - 8 and 49 provide details of loans advanced; and, Note 38(v) provides details of guarantee given by the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are provided in Annexure-G to the Boardâs report.

PARTICULARS OF EMPLOYEES

The information as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure-H to the Boardâs Report.

The particulars of employees drawing remuneration in excess of limits set out in the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-I to the Boardâs Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

EMPLOYEES STOCK OPTION

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

During the year under review, neither any application was made nor any proceedings 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 financial institution.

HUMAN RESOURCES

Your Company believes and considers its human resources as the most valuable asset. The management is committed to providing an empowered, performance oriented and stimulating work environment to its employees to enable them to realise their full potential. Industrial relations remained cordial and harmonious during the year.

APPRECIATION

Your Directors wish to take the opportunity to express their sincere appreciation to our customers, suppliers, shareholders, employees, the Central, Uttar Pradesh and Karnataka Governments, financial institutions, banks and all other stakeholders 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: July 4, 2023 DIN: 00102999

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

The Listing Regulations mandate top 1,000 listed entities based on the market capitalisation as on March 31 of every financial year the inclusion of the BRSR as part of the Directorsâ Report of the Company. The report in the prescribed form is annexed as Annexure-J to the Board Report.

SECRETARIAL STANDARDS

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

DEPOSITS

The Company has not accepted any public deposits under Section 73 of the Companies Act, 2013.

DEBENTURES

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

Pursuant to Section 92(3) of the Companies Act, 2013, the annual return for the financial year 2022-23 is available on website of the Company i.e. https://www.trivenigroup.com/ shareholders-information?q=annual-return

SIGNIFICANT AND MATERIAL ORDERS/GENERAL DISCLOSURES

There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and Companyâs operations in future.

â¢ Buyback of equity shares to the extent of '' 800 crore, which entailed total outgo of '' 987.30 crore including taxes and costs;

â¢ Highest sugarcane crush of 93.3 lakh MTs during the season 2022-23 and 95.51 lakh MTs in FY 23.

Profit before exceptional profit and tax in the consolidated results is at '' 562.44 crore as against '' 580.46 crore in the previous year. The businesses have performed much better than the previous year, barring sugar segment where the profitability has been lower as the cost of sugar sold during the current year bears the full impact of sugarcane price increase pertaining to SS 2021-22, and it could not be adequately compensated by the increase in realisation price of sugar. However, profitable sugar exports and much improved performance in the Distillery and Engineering operations have helped the overall profitability.

Consolidated gross turnover of '' 6,310.10 crore and turnover net of excise duty of '' 5,616.83 crore;

â¢ Consolidated Profit before tax of '' 1,963.64 crore;

â¢ During the year, the Company sold the entire 21.85% equity stake held in an Associate company, Triveni Turbine Limited, which resulted in an exceptional income of '' 1,401.20 crore (net of expenses) in the consolidated financial statements;

Mar 31, 2022

Your Directors have pleasure in presenting the 86th Annual Report and audited financial statements for the Financial Year (FY) ended March 31,2022.

FINANCIAL RESULTS

('' in lakhs)
Particulars	Standalone		Consolidated
Particulars	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 '' 1 each (in '')	15.81	11.14	17.54	12.01
Retained Earnings brought forward	81795.19	54533.68	90205.90	60790.80
Appropriation:
- 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 of the Company have occurred between the end of the financial year of the Company to which these financial statements relate and the date of this report.

PERFORMANCE RESULTS

During the year, the Company reported record profits. It is commendable as the Company delivered the performance despite multiple challenges such as the pandemic, an industrial slowdown, key global developments, and a significant increase in crude and other commodity prices, all of which had a huge influence on the economy. All of the businesses of Company performed well and achieved better profitability than the previous year. On a Consolidated basis, Profit before Tax is up by 25% to '' 573.75 crore, while Profit after Tax (PAT) is up by 44% to '' 424.06 crore. While the profitability of the Sugar

business (including Distillery) is higher by 13%, the profitability of Engineering business is higher by 41%.

BUSINESS OPERATIONS AND FUTURE PROSPECTS

Sugar Business (including Cogeneration)

The turnover of Sugar business is lower by 15%, mainly due to lower dispatches by 23% from substantially lower exports during the year. As no export subsidy was announced for the season 2021-22, Indian sugar exports had taken place from the mills in 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 to be slightly lower this season than the previous season, and our recovery may be 15 to 20 basis points lower. The early part of the season was impacted by late excessive rainfall, and the later part was affected by abnormal heat conditions since March 2022.

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

All India sugar production for the season 2021-22 was initially predicted at 31 million metric tonnes (MMT), but this has progressively increased to 35.1 MMT after considering sugar diversion of 3.4 MMT to the production of ethanol. Sugar inventories, on the other hand, are predicted to be lower at 6.9 MMT on September 30, 2022, due to robust exports estimated at 9.2 MMT per million tonne, as against 7.2 MMT at the end of the previous season. It augers well for sugar prices, it will be critical to significantly increase sugar diversion to ethanol and ensure robust export next year, to keep sugar inventories in check.

Distillery

The net turnover of the distillery segment has increased by 30% at '' 668.51 crore due to the increased dispatches by 14%. The profitability (PBIT) of the Distillery segment is higher by 48%, which was also contributed by product mix and better efficiencies.

Our new 160 KLPD distillery at Milak Narayanpur has already commenced production on April 4th, 2022, and our new grain-based distillery is expected to commence production by Q1 FY 23. Further, we have also increased the capacity of our Sabitgarh distillery to 200 KLPD for operations with B-heavy molasses. With debottlenecking and rationalization of existing distilleries, the total distillation capacity is estimated to increase to 660 KLPD by Q2 FY 23. Total production is expected to increase by 70% in FY 23 with 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 by 42% and profitability (PBIT) increasing by 57%. Further, the order intake has been robust during the year: total orders of '' 251.04 crore have been received, comprising long-tenure orders of '' 54.22 crore. Accordingly, as at the year end, total orders in hand comprise normal orders of '' 109.56 crore and long-tenure orders of '' 111.77 crore. The long-tenured orders also include orders received from the defence agencies, and these involve design and development, and

thereafter, subject to satisfactory prototype, manufacturing of ordered quantities of components. The business is targeting a substantial growth in order intake, including substantial orders from the defence establishments.

Water Business Group

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

Transfer to reserve

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

DIVIDEND

Your Board of Directors is pleased to recommend a final dividend of '' 2/-per equity share (of '' 1/-each) (i.e 200%), subject to the approval of the shareholders in the upcoming Annual General Meeting. If approved, the total dividend (including the interim dividend of '' 1.25 per equity share) for fiscal year 2021-22 will be '' 3.25 per equity share (325%), resulting in a total outlay of '' 78.59 crore.

DIVIDEND DISTRIBUTION POLICY

As per the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Company had adopted a Dividend Distribution Policy, which has been amended by the Board at its meeting held on May 14, 2022. The said policy sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividends to the shareholders of the company and to retain profits earned by the company. The amended policy is available on the website of the company at http://www.trivenigroup.com/investor/corporate-governance/ policies.html.

SUBSIDIARY AND ASSOCIATE COMPANIES PERFORMANCE

Associate Companies

Triveni Turbine Ltd. (TTL) is engaged in the design and manufacture of steam turbines and delivers robust, reliable, and efficient end-to-end solutions. Earlier, steam turbines in the range of above 30 MW to 100 MW were addressed through GE Triveni Ltd. (GETL), an erstwhile joint venture (JV) with GE. However, the JV has been terminated w.e.f. September 6, 2021 and DI Netherlands BV, an affiliate of GE has sold

its entire stake to TTL. Consequently, GETL is now a wholly owned subsidiary of TTL and its name has been changed to Triveni Energy Solutions Ltd. (TESL). Accordingly, TTL and TESL will make the entire range of steam turbines up to 100 MW.

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

During the year under review, the Company has divested its entire shareholding in Aqwise Wise Water Technologies Ltd., Israel pursuant to a Share Purchase Agreement 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 Private Limited (PZPL), was incorporated as a wholly owned subsidiary of the Company. The Company has 11 wholly owned subsidiaries, as detailed in Annexure A. All the companies, except Mathura Wastewater Management Private Limited (MWMPL) and Pali ZLD Private Limited (PZPL), are relatively much smaller and there have not been any material business activities in these companies. Under the Namami Gange Programme, MWMPL is engaged in âDevelopment of Sewage Treatment Plants and Associated Infrastructure on Hybrid Annuity PPP basis at Mathura, Uttar Pradeshâ, whereas PZPL is engaged in the development of a Common Effluent Treatment Plant along with a Zero Liquid Discharge facility (unit-4) for Pali Industrial Complex (Rajasthan) on PPP/ HAM basis. During the year under review, MWMPL and PZPL achieved revenue of '' 26.74 crore and '' 15.18 crore and profitability (PBT) of '' 2.54 crore and '' 0.87 crore, respectively.

In accordance with the Regulation 16 of the Listing Regulations, none of the subsidiaries of this Company is a material non-listed subsidiary. The Company has formulated a policy for determining material subsidiaries. The policy has been uploaded on the 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 and Regulation 34 of the Listing Regulations, your Directors have pleasure in attaching the consolidated financial statements of the Company which form a part of the Annual Report. Financial Statements including consolidated financial statements and the audited accounts of each of the subsidiary are available on the Company''s website https://www.trivenigroup.com/financials.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a) i n the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards have been followed and there are no material departures;

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

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of 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 Governance is given in Annexure-B along with the Auditors'' Certificate on its compliance in Annexure-C to the Board''s Report. The Auditors'' Certificate does not contain any qualification, reservation and adverse remark.

RELATED PARTY CONTRACTS/TRANSACTIONS

In accordance with the amended provisions of the Companies Act 2013 and the Listing Regulations, the Company has revised Related Party Transaction Policy, which has been uploaded on its website at http://www.trivenigroup.com/investor/corporate-

governance/policies.html. It is the endeavor of the Company to enter into related party transaction on commercial and arms'' length basis with a view to optimize the overall resources of the group.

All transactions entered into with related parties during the year were in the ordinary course of business of the Company and at arms'' length basis. The Company has not entered into any contract/arrangement/transactions with related parties which could be considered material in accordance with the Policy of the Company on the materiality of related party transactions. Form AOC-2 is not attached with this report as there was no such related party transaction for which disclosure in terms of Section 134(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

In accordance with the amended terms of the Listing Regulations, the Company has revised and implemented its new Enterprise Risk Management (ERM) policy, the objective of which is to lay down a structured framework for identifying potential threats to the organization on a regular basis, assessing likelihood of their occurrence, designate risk owners to continually evaluate the emergent risks and plan measures to mitigate the impact on the Company, to the extent possible. The framework and the system are reviewed from time to time to enhance their usefulness and effectiveness. The policy recognizes that all risks in the business cannot be eliminated but these could be controlled or minimized through effective mitigation measures, effective internal controls and by defining risk limits.

A comprehensive Risk Management Framework has been put in place for each of the businesses of the Company which is stringently followed for the management of risks, including categorization thereof based on their severity. Such categorization gives highest weightage to the risks which have the potential to threaten the existence of the Company. The risks with higher severity receive more attention and management time and it is the endeavor of the Company to strengthen internal controls and other mitigation measures on a continuous basis to improve the risk profile of the Company.

and timely preparation of reliable financial information. These are achieved through Delegation of Authority, Policies and Procedures and other specifically designed controls, and their effectiveness is tested regularly as per the laid out mechanism as well as through external agencies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As per the provisions of the Companies Act, 2013 (âAct''), Mr. Nikhil Sawhney, Director (DIN:00029028) will retire by rotation at the ensuing Annual General Meeting (âAGM'') of the Company and, being eligible, seeks re-appointment. The Board has recommended his re-appointment.

Considering his integrity, relevant knowledge, expertise, and experience, as well as the contribution made by him during his current tenure as an independent 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 consecutive years, on the expiry of his current term of office, i.e., with effect from May 21, 2022, subject to shareholders'' approval. The Company has received the necessary declaration from Mr. Dadoo that he continues to fulfil the criteria of independence as prescribed under the relevant 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 20, 2021 and October 1, 2021, respectively, who have been on the Board since April 16, 2014 and June 29, 2021, respectively, as nonexecutive independent directors. The Board places on record its appreciation for their invaluable contributions and guidance provided to the company during their respective tenures.

BOARD EVALUATION MECHANISM

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

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

BOARD MEETINGS

During the year, five board meetings were held, the details of which are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between the two board meetings did not exceed 120 days, as prescribed under the Companies Act, 2013 and the Listing Regulations.

AUDITORS Statutory Audit

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

Comments on the Auditors Report

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

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

Cost Audit

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 duly amended, Cost Audit is applicable to the Sugar and Power transmission businesses of the Company. The Company has been maintaining cost accounts and records 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 cost audit of the Sugar businesses (including cogeneration and distillery) and Power transmission business respectively of the Company for the FY 2022-23, subject to ratification of their remuneration by the shareholders at the ensuing Annual General Meeting. The Board recommends the ratification of the remuneration of the Cost Auditors for the FY 23.

Secretarial Audit

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s Suresh Gupta & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company for FY22. The report on secretarial audit is annexed as Annexure-D to the Boardâs report. The report does not contain any qualification, reservation or adverse remark.

DISCLOSURES

Corporate Social Responsibility (CSR)

During the year, a revised CSR Policy has been formulated by the CSR Committee in line with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, which, on its recommendation, was approved by the Board. The revised CSR Policy is available on the Company''s website at http://www.trivenigroup.com/investor/corporate-governance/ policies.html.

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

AUDIT COMMITTEE

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

VIGIL MECHANISM

The Company has established a vigil mechanism through Whistle Blower Policy and it oversees the genuine concerns expressed by the employees and other directors through the Audit Committee. The vigil mechanism also provides for adequate safeguards against victimization of employees and directors who may express their concerns pursuant to this policy. It has also provided direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The policy is uploaded on the website of the 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 the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 (POSH Policy). Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the said Act. No complaint was received by the Internal Complaint Committee during FY22.

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

Notes 6 and 9 of the standalone financial statements of the Company forming part of the Annual Report provide particulars of the investments made by the Company in the securities of other bodies corporate; Notes 8 and 50 provide details of loans advanced; and, Note 39 (v) provides details of guarantee given by the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are provided in Annexure-F to the Board''s report.

PARTICULARS OF EMPLOYEES

The particulars of employees drawing remuneration in excess of limits set out in the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-H to the Boardâs Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

EMPLOYEES STOCK OPTION

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

BUSINESS RESPONSIBILITY REPORT

The Listing Regulations mandate top 1000 listed entities based on the market capitalization as on March 31 of every financial year the inclusion of the Business Responsibility Report as part of the Directorsâ Report of the Company. The report in the prescribed form is annexed as Annexure-I to the Board Report.

SECRETARIAL STANDARDS

DEPOSITS

The Company has not accepted any public deposits under Section 73 of the Companies Act, 2013.

DEBENTURES

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

Pursuant to Section 92(3) of the Companies Act, 2013, the annual return for the financial year 2021-22 is available on website of the Company i.e. https://www.trivenigroup.com/ shareholders-information.

SIGNIFICANT AND MATERIAL ORDERS/GENERAL DISCLOSURES

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

CHANGE OF REGISTERED OFFICE

During the year, the Registered Office of the Company has been shifted from âDeoband, District Saharanpur, Uttar Pradesh-247554â to âA-44, Hosiery Complex, Phase-II Extension, Noida-201 305, Uttar Pradeshâ with effect from October 7, 2021.

HUMAN RESOURCES

Your Company believes and considers its human resources as the most valuable asset. The management is committed to

provide an empowered, performance oriented and stimulating work environment to its employees to enable them to realise their full potential. Industrial relations remained cordial and harmonious during the year.

APPRECIATION

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

Mar 31, 2018

The Directors have pleasure in presenting the 82^nd Annual Report and audited financial statements for the Financial Year (FY) ended March 31, 2018.

FINANCIAL RESULTS

(Rs. in lakhs)

	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 Rs. 1 each (in Rs.)	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	(49,54.46)	9774.25	(1498.45)

No material changes and commitments affecting the financial position of the company have occurred between end of the financial year of the Company to which these financial statements 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 against PBIT (before exceptional items) of Rs. 480.91 crore in FY 17, there has been a decline in profitability to Rs. 241.23 crore in the current year. The decline is due to significant and rapid decline in sugar prices from Rs. 33/Kg as at the end of the third quarter to about Rs. 28/Kg. as on 31^st March 2018, which together with estimated export losses under the scheme of Minimum Indicative Export Quota (MIEQ) of the Central Government necessitated significant write-down of inventory. While the countryâs production for the season 2017-18 was initially estimated at 25 million tonnes but the estimates had to be progressively revised upwards in view of unanticipated higher yields, especially in Maharashtra, and the present final estimate of around 32.4 million tonne is substantially higher than the initial estimates. The surplus sugar availability over consumption led to collapse of sugar prices and these have crashed to levels much below the cost of production causing significant losses.

The Government has comprehended the magnitude of the sugar production and resultant surplus and has taken series of actions to arrest the decline in sugar price, such as, increasing import duty on sugar to 100%, abolition of export duty, stipulating reverse stock limits for February and March, 2018 and a scheme to export 2 MT of sugar by allocating export quota to all sugar mills. The government is aware that without an increase in sugar prices, there would be acute financial 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 the Government is required to take some more effective steps to resurrect sugar prices by limiting supply in the short term and encouraging exports all through the next sugar season to correct adverse demand-supply position. With the state of UP and Maharashtra showing a higher trend of production on a sustainable basis, there has been a structural change and the increase in the overall production in the country may not be a temporary phenomenon and may exist on a sustainable basis. Unless the surplus production is not effectively checked, a situation of glut will depress the sugar prices causing total mismatch between the input and the output prices. The Government has done well to declare a new Bio-fuel Policy permitting sugarcane juice and B-heavy molasses to be used in the production of Ethanol. The proper implementation of the policy along with realistic pricing will be the key in promoting ethanol production, which in turn has the potential to regulate sugar production. The entire process may take few years till additional distillation capacities are set up but the process may be accelerated if some incentive is provided to the industry to set up such capacities within a prescribed timeframe. Last but not the least, much awaited reform of linking sugarcane prices with sugar prices is the only way forward to ensure viability and self-sufficiency of the industry.

We take pride in highlighting that the companyâs operating performance has significantly improved over the last two sugar seasons and the Company is now one of top performers in the State. In a span of two years, sugar production has almost doubled from 48.8 lac quintals in 2015-16 to 95.2 lac quintals in sugar season 2017-18 without incurring any capital expenditure. Further, the Company has judiciously used its cash flows to substantially pare debts and accordingly, the finance cost has reduced significantly.

During the year, the Company has also implemented a project of producing 150 tonne/day pharma quality sugar in order to improve the overall sugar realization price and to make the 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 the Water business. On a consolidated basis, the turnover and profitability has remained stable.

There has been significant improvement in the performance of Gear business in terms of turnover, 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 Gears business is commendable, especially, in the present sluggish capital goods market. The business is evaluating potential business opportunities in the Defence Sector based on its technological skills and inherent strength and is endeavouring to target orders which may lead to sizable business in future. The traction under strategic supply agreement with GE Lufkin has been slower due to tough global market conditions and it is hoped that with the normalisation of business conditions and restoration of demand, there could be significant uptrend in the business. The Company has been able to forge alliances with other international players to develop / manufacture products to meet their specific requirements and supply on a regular basis.

Water business was adversely impacted in view of delay in project execution due to reasons attributable to customers and delayed finalization of orders by prospective customers, resulting in increase in project costs and provisioning and sub-optimal turnover. Lately, there has been a distinct momentum in tendering and awarding contracts, including under National Mission for Clean Ganga. The Company has bid for various EPC jobs and it expects favourable outcome leading to better and steady order inflow during the financial year 2018-19 which will result in normalisation of the operations of the business.

DIVIDEND

An interim dividend of Rs. 0.25 per equity share of Rs. 1/- each (25%) was declared and paid by the Company during the financial year ended on March 31, 2018. In view of adverse business conditions being faced by the sugar industry, the Board has refrained from recommending any final dividend for the financial year 2017-18. Accordingly, the interim dividend declared by the Board of Directors is being proposed to be confirmed as final dividend 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 (âListing Regulationsâ), the top 500 listed companies, based on market capitalization shall formulate a Dividend Distribution Policy. Accordingly, policy was adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to the shareholders of the Company and to retain profits earned by the Company. The Policy is available on the website of the Company at http://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 and delivers 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 exclusive Joint Venture with BHGE, The Company holds 21.82% stake in the equity shareholding of TTL. On a consolidated basis, TTL has achieved Net Turnover and Profit after Tax (PAT) of Rs. 751 crore and Rs. 96 crore respectively, registering an increase of about 1 % in turnover and decline of 22% in PAT. The decline in profitability is due to lower foreign exchange gains as well as due to costs associated with extensive international marketing and setting up of new manufacturing facilities, which will help the Company to secure and service future growth in orders. It is commendable that despite challenging business conditions, order booking during the year has increased by about 17% and export orders constitute about 51% of the total order booking. Consequently, orders book at the year-end is about 12% higher than the previous year.

The company has been successfully operating globally and is assisted by its international subsidiaries and overseas offices, Aqwise-Wise Water Technologies Ltd. (Aqwise)

The Company holds 25.04% stake in the equity capital of Aqwise, Aqwise recorded its highest order booking in calendar 2017 at USD 40 million which is a growth of 78% over the previous year at USD 22.5 million. The order in-take represents a healthy mix of projects and technology sales, with main growth in turnkey projects, without civil work in most cases. It has been able to make an entry into some large global clients, having projects currently running in various geographies and it will help the Company to broad base its presence. During 2017, the Company won the largest single order valued at USD 10 million, which once executed will enable the company to pre-qualify for even larger projects. Due to lower carry forward order booking from the previous year and also due to the finalisation of orders towards the later part of 2017, the turnover for 2017 was flat at USD 20 million with a consolidated loss of USD 0.5 million in comparison to a consolidated net profit of USD 1.3 million in calendar year 2016.With a strong order booking and carry forward 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., Triveni Engineering Ltd., Triveni Entertainment Ltd. Triveni Energy Systems Ltd. and Svastida Projects 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 any material business activities in these companies.

MATERIAL SUBSIDIARIES

In accordance with the Regulation 16 of the Listing Regulations none of the subsidiaries of this Company is a material nonlisted subsidiary. The Company has formulated a policy for determining material subsidiaries. The policy has been uploaded on the 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 attaching the consolidated financial statements of the Company which form a part of the Annual Report.

Financial Statements including consolidated financial statements and the audited accounts of each of the subsidiary are available on the Companyâs website www.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 31, 2018, the applicable accounting standards have been followed and there are no material departures;

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

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,

2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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 the Company and that such internal financial controls are adequate and were operating effectively; and

f) the directors have devised proper systems to ensure compliance with the provisions of 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 Governance is given in Annexure-B along with the Auditorsâ Certificate on its compliance in Annexure-C to the Boardâs Report. The Auditorsâ Certificate does not contain any qualification, reservation and adverse remark.

RELATED PARTY CONTRACTS / TRANSACTIONS

The Company has formulated a Related Party Transaction Policy, which has been uploaded on 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 on commercial and armsâ length basis with a view to optimise the overall resources of the group.

All transactions entered into with related parties during the year were in the ordinary course of business of the Company and at armsâ length basis. The Company has not entered into any contract/arrangement/transactions with related parties which could be considered material in accordance with the Policy of the Company on the materiality of related party transactions. Form AOC-2 is not attached with this report as there was no such related party transaction for which disclosure in terms of Section 134(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 to lay down a structured framework for identifying potential threats to the organisation on a regular basis, assessing likelihood of their occurrence, designate risk owners to continually evaluate the emergent risks and plan measures to mitigate the impact on the Company, to the extent possible. The framework and the system are reviewed from time to time to enhance their usefulness and effectiveness. The policy recognizes that all risks in the business cannot be eliminated but these could be controlled or minimized through effective mitigation measures, effective internal controls and by defining risk limits.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As per the provisions of the Companies Act, 2013 (Act), Mr Tarun Sawhney, Vice Chairman and 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 his re-appointment.

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

As required under the provisions of Section 203 of the Act, the Key Managerial Personnel namely, Vice Chairman & Managing Director, CFO and Company Secretary 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 either issued or allotted during the year

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 81^st AGM to hold office for a period of five consecutive years from the conclusion of that AGM until the conclusion of 86^th 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 the Companies (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 of the Company for the FY 201819. Mr Rishi Mohan Bansal and Mr. T.L. Sangameswaran, Cost Accountants have been appointed as Cost Auditors to conduct the cost audit of the Sugar businesses (including cogeneration and distillery) and Gears business respectively of the Company for the FY 2018-19, subject to ratification of their remuneration by the shareholders at the ensuing Annual General Meeting. The Board recommends the ratification of the remuneration of the Cost Auditors for the FY 19.

COMMENTS ON THE AUDITORâS REPORT

Statutory Audit

The Auditors report for FY 18 does not contain any qualification, reservation or adverse remark. Further pursuant to section 143(12) of the Act, the Statutory auditors of the Company has not reported any instances of fraud committed in the Company by its officers or employees, the details of which would need to be mentioned in the Boardâs Report.

In para i (c) of Annexure -A to the Auditors Report, the auditor has reported that in 38 cases having book value of 394.60 lakh, the title deeds are not held in the name of the Company. 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 on account of certain technicalities/documentary deficiencies, which the Company is trying to resolve to the extent feasible. In certain other cases, the transfer process has not been completed in view of the decision of the Company to dispose of certain parcels of land, which are no longer part of its business requirements. However, all such land continues to remain in the possession of the Company.

Secretarial Audit

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s Suresh Gupta & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The report on secretarial audit is annexed as Annexure-D to the Boardâs report. The report does not contain any qualification, reservation or adverse remark.

DISCLOSURES

Corporate Social Responsibility (CSR)

The CSR Policy is available on the Companyâs website at http://www.trivenigroup.com/investor/corporate-governance/ policies.html.

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

AUDIT COMMITTEE

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

VIGIL MECHANISM

The Company has established a vigil mechanism through the Whistle Blower Policy and it oversees the genuine concerns expressed by the employees and other directors through the Audit Committee. The vigil mechanism also provides for adequate safeguards against victimisation of employees and directors who may express their concerns pursuant to this policy. It has also provided direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The policy is uploaded on the website of the 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 the requirements of Sexual 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 in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between the two meetings did not exceed 120 days as prescribed under the Companies Act, 2013 and the Listing Regulations.

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

Note 6 of the standalone financial statements of the Company contained in the Annual report, provides the particulars of the investments made by the Company in the securities of other bodies corporate and Notes 8 and 48 provide details of loans advanced. The Company has not given any guarantee or provided any security in connection with a loan to any 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 with the Companies (Accounts) Rules, 2014 are provided in Annexure-E to the Boardâs report.

PARTICULARS OF EMPLOYEES

The particulars of employees drawing remuneration in excess of limits set out in the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-G to the Boardâs Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

MANAGEMENTâS DISCUSSION AND ANALYSIS

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

BUSINESS RESPONSIBILITY REPORT

The Listing Regulations mandate top 500 listed entities based on the market capitalization as on March 31, 2017, the inclusion of the Business Responsibility Report as part of the Directorsâ Report of the Company. The report in the prescribed form is annexed as Annexure-H to the Board Report,

SECRETARIAL STANDARDS

DEPOSITS

The Company has not accepted any public deposits under Section 73 of the 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) of the Companies (Management and Administration) Rules, 2014, extracts of the annual return in the prescribed form is annexed as Annexure-I to the Boardâs Report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and Companyâs operations in future.

HUMAN RESOURCES

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

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The policy of the Company on Directorsâ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board is available on the website of the Company at http://www.trivenigroup.com/ investor/corporategovernance/policies.html.

BOARD EVALUATION MECHANISM

Pursuant to the provisions of Companies Act, 2013 and Listing Regulations, the Board has carried out annual performance evaluation of its own performance, that of individual Directors as well as evaluation of its committees. The evaluation criteria, as defined in the Nomination and Remuneration Policy of the Company, covered various aspects of Board such as composition, performance of specific duties, obligations and governance.

The performance of individual directors was evaluated on parameters, such as, number of meetings attended, contribution made in the discussions, contribution towards formulation of the growth strategy of the Company, independence of judgement, safeguarding the interest of the Company and minority shareholders, additional time devoted besides attending Board / Committee meetings. The Directors have expressed their satisfaction with the evaluation process.

APPRECIATION

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

Mar 31, 2017

The Directors have pleasure in presenting the 81^st Annual Report and audited financial statements for the Financial Year (FY) ended March 31, 2017.

FINANCIAL RESULTS

(Rs. in Lakhs)

	2016-17	2015-16
Revenue from operations (Gross)	296686.61	200105.06
Operating Profit (EBITDA)	55194.78	15480.00
Finance cost	12655.44	11496.98
Depreciation and Amortisation	5720.99	5883.49
Profit before exceptional items & tax	36818.35	(1900.47)
Exceptional Items	(8546.74)	1012.79
Profit before Tax ( PBT)	28271.61	(887.68)
Tax Expenses	4915.36	(5.02)
Profit after Tax ( PAT)	23356.25	(882.66)
Other comprehensive income (net of tax)	(448.62)	9.49
Total comprehensive income	22907.63	(873.17)
Earning per equity share of Rs.1 each (in Rs.)	9.06	(0.34)
Retained Earnings brought forward	(27842.07)	(26981.78)
Appropriation:
-Equity Dividend (including dividend distribution tax)	-	-
-Transfer to/ (withdrawn) from molasses storage fund reserve (net)	20.03	(12.88)
Retained earnings carried forward	(4954.47)	(27842.07)

In view of significant profitability during the current year, the Company has been able to clear majority of deficit in the Retained Earnings which stands at Rs.49.54 crore as on 31.03.2017.

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

INDIAN ACCOUNTING STANDARDS

Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (âInd ASâ) notified under The Companies (Indian Accounting Standard) Rules, 2015 as applicable to it with effect from April 01, 2016 with the transition date April 01, 2015. Accordingly, the Financial Statements have been prepared in compliance with Ind AS and the comparative information of the previous years have been provided as per the prescribed requirements.

BUSINESS OPERATIONS AND FUTURE PROSPECTS

It has been a satisfying year for the Company as it has returned to profitability after three consecutive years of losses.

The major reason for the turnaround is the upturn in Sugar industry resulting in remunerative sugar prices vis-a-vis the cane price. After decline in sugar production in the country in the season 2015-16 by 11%, the production during the season 2016-17 is expected to further decline by 19%, due to scarcity of water in many parts of Maharashtra and Karnataka,severely impacting the planting and the yields. Consequently, the sugar stocks at the end of the sugar season 2014-15 at 9 million tonnes reduced to 7.75 million tonnes by end of sugar season 2015-16 and are expected to further reduce to 4-4.5 million tonnes by the end of sugar season 2016-17. Apart from favourable demand-supply position, sugar industry in Uttar Pradesh has greatly benefited due to large scale varietal changes, which has resulted in better yield as well as improvement in recoveries.

Sugar Business:

The performance of your Company has been satisfying during the Sugar Season 2016-17, where in it has achieved higher crush by 42% and higher sugar recovery of 26 basis points over the previous year, after having achieved recovery increase of 123 basis points in the previous year. The increase in recovery has been around 150 basis points over the last two sugar seasons. The recovery achieved by the Company in the just concluded season is higher by about 55 basis points as compared to the average recovery in U.P. and the Company is endeavouring to narrow the gap with the top performers in the State. The Company intends to continue with its focus on cane development vigorously as with the improved operating performance only, it will be able weather challenging cyclicalities in the industry and minimise the impact due to external uncontrollable factors.

The performance of Co-generation business has also improved due to better availability of bagasse and having complied with the prescribed pollution norms, our Distillery is poised to operate for 330 days annually as against 270 days presently.

We hope that with the new Government in the State of U.P., much needed reforms in cane pricing would be carried out in the best interests of the industry and the farmers, which may help the industry to operate a viable business and to be able to continually invest in the business.

Engineering Business:

The performance of the Engineering business has been subdued during the year due to macro-economic factors resulting in slowdown in the capital goods and infrastructure sectors. The Gears business has underperformed due to lack of adequate orders and the additional expenses/charges due to recently concluded capital expenditure programme, which resulted in subdued profitability. The fundamentals of the business continue to be strong and the business would return to growth trajectory after normalcy in the economic conditions is restored. Towards the end of the year, the Gears business has received orders of around Rs.11.85 crore from defence sector/reputed OEMs with dispatches majorly after the FY 18.

Water business has achieved 37% higher turnover and its losses have substantially reduced. After having received order booking of Rs.171 crore in the FY 17, it is poised to better its performance next year. It is well placed in several bids and there may be an improvement in order booking next year considering that the business is actively pursuing opportunities in the international market as well as in the Namami Gange projects.

DIVIDEND

Owing to losses incurred during the previous years, the directors are constrained not to declare any dividend on equity shares.

SUBSIDIARY AND ASSOCIATE COMPANIES PERFORMANCE Associate Companies Triveni Turbine Ltd. (TTL)

The Company holds 21.82% stake in the equity shareholding of TTL. TTL has achieved record turnover and profitability in FY 17 on a consolidated basis -the turnover was higher by 3.5% and the profitability by 9.4% over the previous year. The consolidated export turnover has gone up by 52% in FY 17 to Rs.391 crore and the proportion to the total sales have also gone up from 36% in FY 16 to 53% in FY 17. The order book at the year-end is at Rs.5632 crore.

Aqwise-Wise Water Technologies Ltd. (Aqwise)

The Company holds 25.04% stake in the equity capital of Aqwise. Aqwise continued its strong performance in calendar 2016 with a revenue growth of 8% over the previous year at USD 20 million. The Company achieved a consolidated net profit of USD 1.3 million in the calendar year 2016. The year under review also saw a good growth in order intake at USD 22.5 million, a growth of 18% over the previous year. The order in-take represents a healthy mix of projects and technology sales with main growth in turnkey scope without civil work in most cases. It has been able to make an entry into some large global clients having projects currently running in various geographies and it will help the Company to broad base its presence. With a strong carry forward 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., Triveni Engineering Ltd., Triveni Entertainment Ltd., Triveni Energy Systems Ltd., and Svastida Projects Ltd. and one subsidiary, Triveni Sugar Ltd, in which the Company holds 99.99% equity stake. These companies are relatively much smaller and there have not been any material business activities in these companies.

MATERIAL SUBSIDIARIES

In accordance with the Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (âListing Regulationsâ), none of the subsidiaries of this Company is a material non-listed subsidiary. The Company has formulated a policy for determining material subsidiaries. The policy has been uploaded on the website of the Company at http://www.trivenigroup.com/investor/corporate-governance/ policies.html.

SCHEME OF ARRANGEMENT

The Company had proposed a Scheme of Arrangement on March 22, 2016 between the Company and its wholly owned subsidiary, Triveni Industries Ltd. to segregate Sugar business and Engineering business of the Company. Considerable progress was achieved in terms of approval of the Scheme by the Stock Exchanges/SEBI, shareholders and creditors. In view of uncertainty in the industry outlook relating to the Engineering businesses of the Company in the near to medium term and in the overall interest of the Company and its stakeholders, it was felt that the proposed Scheme may not realise the perceived benefits. Accordingly, with the approval of the Board of Directors of the Company at their meeting held on February 09, 2017 and the order of the Honâble National Company Law Tribunal, the Scheme has been withdrawn.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 136 of the Companies Act, 2013 and Regulation 34 of the Listing Regulations read with other applicable provisions, your Directors have attached the Consolidated Financial Statements of the Company for the financial year ended March 31, 2017, prepared in accordance with applicable Ind AS, which form a part of the Annual Report.

The financial statements including consolidated financial statements and the audited accounts of each of the subsidiary are available on the Companyâs website www.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 31, 2017, the applicable accounting standards have been followed and there are no material departures;

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

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 the Company and that such internal financial controls are adequate and were operating effectively; and

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

CORPORATE GOVERNANCE

In accordance with SEBI Regulations, a separate report on Corporate Governance is given in Annexure-B along with the Auditorsâ Certificate on its compliance in Annexure-C to the Boardâs Report. The Auditorsâ Certificate does not contain any qualification, reservation and adverse remark.

RELATED PARTY CONTRACTS / TRANSACTIONS

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL

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

A comprehensive Risk Management Framework has been put in place for each of the businesses of the Company which is stringently followed for the management of risks, including categorisation thereof based on their impact on the organisation. Such categorisation gives highest weightage to the risks which have the potential to threaten the existence ofthe Company. The risks with higher severity receive more attention and management time and it is the endeavour of the Company to strengthen internal controls and other mitigation measures on a continuous basis to improve the risk profile of the Company.

Risk Management System has been integrated with the requirements of internal controls as referred to in Section 134(5)(e) of the Companies Act, 2013 to evolve risk related controls.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMp)

As per the provisions of the Companies Act, 2013 (Act), Mr. Dhruv M Sawhney will retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, seeks re-appointment. The Board has recommended his re-appointment.

The term of appointment of Dr. F.C. Kohli, Lt. Gen. K.K. Hazari (Retd.) and Mr Mehendra K. Daga, Independent Directors of the Company was due to expire on March 31, 2017. Dr. Kohli and Gen. Hazari, being eligible and consented to continue in office, have been re-appointed as Independent Directors of the Company not liable to retire by rotation, to hold office with effect from April 01, 2017 till the conclusion of 84^th AGM of the Company with the approval of shareholders by Special Resolutions passed through postal ballot on March 31, 2017.

Mr Daga ceased to be the Independent Non-Executive Director of the Company on completion of his existing tenure. The Board places on record its appreciation for the valuable guidance and support extended by Mr Daga during his long association with the Company.

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

As required under the provisions of Section 203 of the Act, the Key Managerial Personnel namely, Vice Chairman & Managing Director, Group CFO and Company Secretary 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 either issued or allotted during the year.

AUDITORS

Statutory Audit

As per Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate Auditors on completion of maximum term permitted under the said Section. M/s J.C. Bhalla & Co., Chartered Accountants (JCB), and M/s Virmani and Associates, Chartered Accountants (VA), the existing Statutory Auditors and Branch Auditors respectively of the Company, would be completing their respective term at the conclusion of the ensuing 81^st AGM of the Company.

The Audit Committee of the Company has proposed and the Board of Directors of the Company has recommended, appointment of M/s S.S. Kothari Mehta & Co. (SSKM), Chartered Accountants (Firm Registration No.000756N) as Statutory Auditors (including branch audit) of the Company in place of retiring auditors JCB and VA, for a period of five (5) consecutive years, to hold the office from the conclusion of the ensuing 81^st AGM until the conclusion of 86^th AGM of the Company, for approval of the shareholders of the Company. SSKM are eligible and consented to act as the Statutory Auditors of the Company. The first year of the audit will be Financial Statements for the year ending March 31, 2018.

Cost Audit

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 duly amended, Cost Audit is applicable to the Sugar (including co-generation and distillery) and Gears businesses of the Company for the FY 18. M/s R.M. Bansal & Co. and Mr. T.L. Sangameswaran, Cost Accountants have been appointed as Cost Auditors to conduct the cost audit of the Sugar businesses (including co-generation and distillery) and Gears business respectively of the Company for FY 18. The Board recommends the ratification of the remuneration of the Cost Auditors for the FY 18.

COMMENTS ON THE AUDITORâS REPORT

Statutory Audit

In Para 1(c) of Annexure A to the Auditors Report, the auditor has reported that in 38 cases having book value of Rs.394.6 lakhs, the title deeds are not held in the name of the Company. 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 on account of certain technicalities/ documentary deficiencies, which the Company is trying to resolve to the extent feasible. In certain other cases, the transfer process has not been completed in view of the decision of the Company to dispose of certain parcels of land, which are no longer part of its business requirements. However, all such land continue to remain in the possession of the Company.

Secretarial Audit

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s Suresh Gupta & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company for FY 17. The report on secretarial audit is annexed as Annexure-D to the Boardâs report. The report does not contain any qualification, reservation or adverse remark.

DISCLOSURES

CORORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy is available on the Companyâs website at http://www.trivenigroup.com/investor/corporate-governance/ policies.html.

The composition of the CSR Committee is provided in the Corporate Governance Report that forms part of this Annual Report. In view of losses incurred during the previous years, no formal CSR activity has been initiated during the period under review and therefore, no annual report on CSR activity is provided with this report. However, the Company continues to remain engaged in meaningful charitable work, primarily around its area of operations.

AUDIT COMMITTEE

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

VIGIL MECHANISM

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

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

The Company has an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. During the period under review, no complaint was received by the Internal Complaint Committee.

BOARD MEETINGS

During the year, five board meetings were held, the details of which are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between the two meetings did not exceed 120 days as prescribed under the Companies Act, 2013 and the Listing Regulations.

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

In the Notes 6 and 48 of the standalone financial statements of the Company contained in the Annual Report, the particulars of the investments made by the Company in the securities of other bodies corporate and loans advanced to the subsidiary and associate companies are provided respectively. The investments mainly comprise strategic investments in the subsidiary and associate companies, whereas the loan advanced to a subsidiary is for meeting its funds requirement till it is engaged in business activities and attains selfsufficiency. The Company has not given any guarantee or provided any security in connection with a loan to any other body corporate or person.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ABSORTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are provided in Annexure-E to the Boardâs report.

PARTICULARS OF EMLOYEES

The particulars of employees drawing remuneration in excess of limits set out in the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 duly amended are provided in Annexure-G to the Boardâs Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

MANAGEMENTâS DISCUSSION AND ANALYSIS

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

DEPOSITS

The Company has not accepted any public deposits under Section 73 of the Companies Act, 2013.

DEBENTURES

No debentures were issued during the period under review.

EXTRACTS OF ANNUAL RETURN

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and Companyâs operations in future.

HUMAN RESOURCES

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The policy of the Company on Directorsâ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board is annexed as Annexure-I to this report.

BOARD EVALUATION MECHANISM

APPRECIATION

We look forward to their continued support and encouragement.

For and on behalf of the Board of Directors

Place : Noida (U.P.) Dhruv M. Sawhney

Date : May 20, 2017 Chairman and Managing Director

Mar 31, 2015

The Directors have pleasure in presenting the 79th Annual Report and audited accounts for the Financial Year (FY) ended March 31, 2015.

Financial Results

(Rs,in lacs)

2014-15 2012-14 (18M)*

Sales (Net) 206101.56 315357.65

Operating Profit (EBITDA) (16.18) 9282.21

Finance Cost 12207.62 18522.93

Depreciation & amortization 5922.17 11878.33

Profit before tax (before (18145.97) (21119.05)

exceptional items)

Exceptional items -- (4381.63)

Profit before Tax (PBT) (18145.97) (16737.42)

Tax expenses (1736.88) (1459.60)

Profit after Tax (PAT) (16409.09) (15277.82)

Earning per equity share of (6.36) (5.92)

Rs,1 each (in Rs,)

Surplus brought forward (15228.54) --

Surplus available for (31637.63) (15277.82)

Appropriation

Appropriation:

Equity dividend (including -- -- dividend distribution tax)

Dividend adjustment of -- 0.03 previous year (incl. tax)

CSR Expenditure/ NA NA commitments

Transfer to/withdrawn from 9.78 (49.31) molasses storage fund reserve

(net)

Surplus carried forward (31647.41) (15228.54)

* The FY 13, with the permission of the Registrar of Companies, was extended by six months to end on March, 2014.

With the loss of Rs. 164.09 crore during the year, the total deficit in the Profit & Loss Account is at Rs. 316.47 crore and the total net worth of the Company is at Rs. 615.44 crore.

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

Review of Business operations And Future prospects

The Company has reported a loss (after tax) of Rs. 164.09 crore, predominantly due to continuing losses in the sugar operations.

Sugar Business

Sugar business continues to be of concern, as despite a better operating performance, the year under review has resulted in sizeable losses. During the Season 2014-15, a surplus of about 4 million tonnes of sugar is expected in the country, buoyed by higher production in all the leading States, Maharashtra, Uttar Pradesh and Karnataka. Globally also, 2014-15 will be a surplus year. These factors have led to an unprecedented decline in sugar prices across globe. The Central Government's intervention with limited policy initiatives has not been adequate to offset the effect of decline in domestic sugar prices. This has resulted in substantial losses in the Sugar business and the industry is looking towards the Government to increase the quantum of subsidies / support to bail out the ailing sugar industry across the country and especially in U.P. and usher in reforms to lay down a clear road map for a long term sustainable solution to restore the viability of the sector.

As a long term measure, it is not practical to be at the mercy of the Government every year and thus, it is imperative that the cane pricing policies should be based on some transparent and rational parameters and only then will the sugar industry have the wherewithal to manage free market forces.

The Co-generation and Distillery businesses performed well during the year but their profitability was not adequate to mitigate the losses of sugar operations. Recent initiatives by the Central Government indicate that we can expect more focus on this sector in the near future.

Water Business

The performance of the Water business was also not satisfactory due to the slowdown in the economy and the consequent financial crunch with some of its customers. This has led to increased project completion time which in turn has led to losses and higher provisioning. While the Water business has participated in tenders of substantial value, the order finalization has been slow. However, the management expects fruition of substantial orders in FY 16 which will help it to achieve its revenue and profit targets.

Notwithstanding the short term challenges, the business has enormous potential and with the Government's much publicized Clean Ganga programme and its focus on environment protection and preservation, there will be ample opportunities which will arise for this business.

Gears Business

The performance of Gears business is satisfactory considering the status of the capital goods industry, state of economy in the country and customers' reluctance to undertake new capital expenditure. Inspire of not very business conducive environment, the business has been able to achieve a modest growth in revenues and profitability.

During September, 2014, the Company signed a Strategic Supply Agreement with GE Oil & Gas for the manufacture of high speed and low speed gears and gearboxes with no restrictions on the geographies. Pursuant to such agreement, the orders have started flowing in and it is expected that a sizeable quantum of orders will be available to Gears business in FY 16 onwards. The business is incurring capital expenditure in order to be in a position to service the new order infows from new and existing customers.

Dividend

Owing to losses in the year under review, the directors are constrained not to declare any dividend on equity shares.

Subsidiary And Associate Companies performance

Associate Companies

Triveni Turbine Ltd. (TTL)

The Company holds 21.82% stake in equity shareholding of TTL. The performance of TTL during FY 15 has been commendable, especially in the backdrop of economic slowdown in the domestic capital goods industry - there is a growth in Turnover by 23 % and an increase in Profit after tax by 33%. The growth in exports and aftermarket services has been a major contributing factor. TTL has been receiving enquiries from over 90 countries. Order booking during FY 15 has shown a healthy improvement, especially from exports and aftermarket services, and has achieved an overall growth of 9% year on year. The orders on hand at the yearend have increased by 5% over the previous year.

Unwise-Wise Water Technologies Ltd.

The Company holds 25.04% stake in the equity shareholding of Aqwise. The performance of the Company for calendar year 2014 had been significantly better than in calendar 2013 with an increase in revenue by 40%. While the Company has earned a net profit on a standalone basis, the losses on consolidated basis have substantially reduced by 90%. The Company achieved a growth of 55% in order booking, which was at USD 16 million spread across all major geographies. The Company's strong carry forward order book and a healthy pipeline of enquires should enable the Company to further improve its performance going forward.

Subsidiary Companies

The Company has five wholly owned subsidiaries, namely: Triveni Engineering Ltd., Triveni Entertainment Ltd., Triveni Energy Systems Ltd., Svastida Projects Ltd. and Bhudeva Projects Ltd. These companies are relatively much smaller and there has not been any material business activities in these companies.

As required under the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statement of subsidiaries and associates is provided in Annexure A in the prescribed format.

Material Subsidiaries

In accordance with Clause 49 (V)(D) of the Listing Agreement, none of the subsidiaries of this Company is a material non listed subsidiary. The Company has formulated a policy for determining material subsidiaries. The policy has been uploaded on the website of the Company at http://www.trivenigroup.com/ investor/corporate-governance/policies.

Consolidated Financial Statements

In accordance with the Accounting Standard 21, and the provisions of the Companies Act 2013 on Consolidated Financial Statements, your Directors have pleasure in attaching the consolidated financial statements of the Company which form a part of the Annual Report.

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, the applicable accounting standards have been followed and there are no material departures;

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

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

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 the Company and that such internal financial controls are adequate and were operating effectively; and

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

Corporate governance

A separate report on Corporate Governance is given in Annexure-B along with the Auditors' statement on its compliance in Annexure-C.

Related party Contracts / transactions

The Company has formulated a Related Party Transactions Policy, which has been uploaded on its website at http://www. trivenigroup.com/investor/corporate-governance/policies. It is the Endeavour of the Company to enter into related party transaction on commercial and arms' length basis with a view to optimize the overall resources of the group.

During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on the materiality of related party transactions. Hence, the Form AOC-2 is not attached with this Report as there was no such related party transaction for which disclosure in terms of Section 134((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 System

The Company has a Risk Management Policy to manage the risks associated with the businesses of the Company. The policy aims at establishing structured and robust systems to identify potential threats to the organizations, evaluating likelihood of their occurrences and prescribing effective mitigation measures with clear accountability to deal with and address the most likely threats. The Policy recognizes that all the risks in the business cannot be eliminated but these could be minimized by having good internal controls or by defining the limits beyond which risks would not be assumed for any business activity. Pursuant to the Risk Management Policy, the Company has instituted a comprehensive risk management framework. A detailed identification of risks has been carried out for all the businesses along with their categorization based on their impact on the organization, its directors and the reputation of the Company. Such categorization gives the highest weight age to the risks which have the potential to threaten the existence of the Company.

As a part of internal financial controls of the Company, the Company has elaborate and adequate financial controls with respect to timely preparation of reliable financial statements. The ERP system assists in minimizing the manual errors and omissions. Besides subjecting all the major items to a detailed scrutiny, the financial statements are also subject to quality overview and are extensively analyzed with a view to have supporting explanations for all variances.

Directors And key Managerial personnel (kMp)

As per the provisions of the Companies Act, 2013 (Act), Mr. Tarun Sawhney will retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, seek re-appointment. The Board has recommended his re-appointment.

With the approval of the shareholders, Mr Dhruv M. Sawhney has been re-appointed as Managing Director (designated as Chairman and Managing Director (CMD) of the Company for a further period of five years effective March 31, 2015 without any remuneration except certain benefits for effectively discharging and attending to his official duties and functioning as CMD of the Company.

The Company has received declarations of Independence in terms of Section 149 of the Companies Act 2013 read with Clause 49 of the Listing Agreement from all the Independent Directors.

The appointment of Key Managerial Personnel (KMP), namely, Chairman and Managing Director, Vice Chairman and Managing Director, Chief Financial Offer and Company Secretary was formalized by the Board on May 28, 2014. All of them continue to hold that once except Mr. Dhruv M Shawnee, CMD, who has relinquished his office as KMP with effect from September 30, 2014. However, he will continue to be the CMD of the Company.

Employees Stock option

During the year under report, no stock options were issued under the Triveni Employees Stock Option Scheme 2009 (ESOP 2009) and TEIL ESOP 2013. The required disclosure in respect of certain outstanding vested options exercised by the employees under ESOP 2009 is provided in Annexure-d.

Auditors

At the 78th Annual General Meeting (AGM) held on August 6, 2014, in terms of Sections 139 and 143 of the Companies Act, 2013, M/s J.C. Bhalla & Co., Chartered Accountants (JCB) were appointed as the Statutory Auditors and M/s Virmani & Associates, Chartered Accountants (VA) as the Branch Auditors of the Company's Gears business and Water business Groups for a period of three consecutive years until the conclusion of 81st AGM of the Company, subject to ratification by the members at every AGM. The Company has received letters from JCB and VA that they are eligible for continuation as Statutory Auditors and Branch Auditors respectively of the Company and consented to continue in office on ratification by the shareholders.

The Board recommends the ratification of the appointment of JCB and VA as the Statutory Auditors and Branch Auditors respectively, to hold office till the next AGM.

Comments / qualifications IF Any, In the Audit Report on Financial Statements

There were no qualifications or adverse comments or reservations or disclaimers in the audit report on the Financial Statements of the Company for the financial year 2014-15.

Cost Audit

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the notifications issued by Ministry of Corporate Afairs, M/s R.M. Bansal & Co. and Mr T.L. Sangameswaran, Cost Accountants have been appointed as Cost Auditors to conduct the cost audit of the sugar businesses (including co-generation and distillery) and Gears business respectively of the Company for the financial year 2015-16, subject to ratification of their remuneration by the shareholders at the ensuing Annual General Meeting. The Board recommends the ratification of the remuneration to the Cost Auditors for the financial year 2015-16.

Secretarial Audit Report

In terms of Section 204 of the Act read with the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014, the Board appointed M/s Suresh Gupta & Associates, form of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The report on secretarial audit is enclosed in Annexure-e. The report does not contain any qualification.

Disclosures

Corporate Social Responsibility (CSR)

A CSR Policy was formulated by the CSR Committee which, on its recommendation, was approved by the Board. The CSR Policy is available on the Company's website at http://www.trivenigroup. com/investor/corporate-governance/policies.

The composition of the CSR Committee is provided in the Corporate Governance Report that forms part of this Annual Report. In view of losses, no CSR activity has been initiated during the period under review and, therefore, no annual report on CSR activity is provided with this report.

Audit Committee

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

Vigil Mechanism

The Company has established a vigil mechanism through the Whistle Blower Policy and oversees through the Audit Committee, the genuine concerns expressed by the employees and other Directors. The vigil mechanism also provides for adequate safeguards against victimization of employees and Directors who may express their concerns. It has also provided direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The policy is uploaded on the website of the Company at http://www.trivenigroup.com/ investor/corporate-governance/policies.

Disclosure under the Sexual harassment of women At workplace (prevention, prohibition And Redressed) Act 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the period under review, no compliant was received by the ICC.

Board Meetings

During the year, six board meetings were held, the details of which are provided in the Corporate Governance Report that forms part of this Annual Report.

Particulars of loans, guarantees or Investments Made under Section 186 of the Companies Act, 2013

The particulars of loans, guarantees or investments made under the provisions of Section 186 of the Companies Act 2013 are given in the notes forming part of the financial statements provided in the Annual Report.

Conservation of energy, technology Absorption, Foreign exchange earnings And outgo

The particulars required under Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014 are provided in Annexure F of this report.

Personnel

The information as required under Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure g.

The particulars of employees drawing remuneration in excess of limits set out in the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure h. However, as per the provisions of Section 136 of the Companies Act 2013, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Deposits

The Company has not accepted any public deposits under Section 73 of the Companies Act, 2013.

Debentures

During the period under review, the privately placed 1,000, 12.45% Secured Redeemable Non-Convertible Debentures of the face value of Rs. 10 lac each, aggregating to Rs. 100 crore were fully redeemed and extinguished.

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 the prescribed form's annexed as Annexure I.

Significant And Material orders

There are no significant and material orders passed by the regulators or courts or tribunal 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. The management is committed to provide an empowered, performance oriented and stimulating work environment to its employees to enable them realize their full potential. Industrial relations remained cordial and harmonious during the year.

Policy on directors' Appointment And Remuneration

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board is annexed as Annexure J to this report.

Board evaluation Mechanism

Pursuant to the provisions of Companies Act 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, that of individual Directors as well as evaluation of its committees. The evaluation criteria, as defend in the Nomination and Remuneration Policy of the Company, covered various aspects of Board such as composition, performance of specific duties, obligations and governance.

The performance of individual directors was evaluated on parameters, such as, number of meetings attended, contribution made in the discussions, contribution towards formulation of the growth strategy of the Company, independence of judgment, safeguarding the interest of the Company and minority shareholders, time devoted apart from attending the meetings of the Company etc. The Directors have expressed their satisfaction with the evaluation process.

Appreciation

Your Directors wish to take the opportunity to express their sincere appreciation to our customers, suppliers, shareholders, employees, the Central and Uttar Pradesh, Karnataka Government, financial institutions, banks and all other stakeholders 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

Place : Noida (U.P.) tarun Sawhney lt. gen. k.k. hazari (Retd.)

Date : May 27, 2015 Vice Chairman and Director

Managing Director

Sep 30, 2012

The Directors have pleasure in presenting the 77th Annual Report and audited accounts for the Financial Year ended 30th September, 2012

(Rs. in lacs)

Particulars 2011-12 2010-11

Sales (Net) 1,85,945.15 1,70,775.88

Operating Profit (EBITDA) 19,545.18 18,006.36

Finance cost 12,276.85 9,480.60

Depreciation & amortisation 8,155.06 8,124.53

Profit before tax (before exceptional items) (886.73) 401.23

Exceptional items/Non-Recurring items (Net) 7,895.80 (415.65)

Profit before Tax (PBT) (8,782.53) 816.88

Tax Charge (2,111.31) (488.94)

Profit After Tax (PAT) (6,671.22) 1,305.82

Surplus Brought Forward 1,822.44 1,752.82

Available for appropriation (4,848.78) 3,058.64

APPROPRIATIONS

Equity dividend (incl. proposed dividend & dividend distribution tax) 299.72 599.48

Transfer to Debenture Redemption Reserve 0.00 500.00

Transfer to Molasses reserves 27.25 38.72

Transfer to (withdrawn from) General Reserves (5,175.75) 98.00

Surplus Carried forward 0.00 1,822.44

Earning per equity share of Rs. 1 each (in Rs.) (2.59) 0.51

PERFORMANCE

SUGAR BUSINESS GROUP

The year under review has been most challenging for the sugar operations. Prior to the State elections, cane prices were raised by as much as 17%. The mismatch between cane price and sugar prices caused substantial losses in the sugar operations, and could not be fully compensated by the profitable operations of the co-generation and distillery units. While total crush improved by 12%, the sugar recovery was affected by adverse weather conditions and declined 12 basis points. We expect a good improvement in both crush and recovery in the coming 2012-13 sugar season.

In January''12, the Supreme Court delivered a judgment on the cane price for 2007-08 and directed sugar mills in Uttar Pradesh to pay the differential between the declared SAP for that year and the interim price declared earlier by the Supreme Court. Further, in view of two earlier conflicting Supreme Court judgments, it referred the issue to the Constitutional Bench to adjudicate on whether the Government of U.P. (GoUP) has the powers to declare

State Advised Cane Price (SAP). Consequently, an amount of Rs. 7,895.80 lacs was paid by our Company (shown as an exceptional charge) towards the differential cane price for 2007-08 and it resulted in further losses to the Company for the year.

Under the directions of the Prime Minister, another report on the sugar industry was prepared by Dr. C. Rangarajan and his committee, and it has again advocated the liberalisation of the industry. The report is in two parts - decontrol of sugar by doing away with levy sugar and the monthly release mechanism, and the gradual decontrol of cane through linking cane price to sugar price and the de-reservation of cane areas. While the latter may require political consensus, there is no reason for the Government not to implement sugar decontrol. This would stop the industry fulfilling Government''s role in subsidising the weaker sections of society.

GEAR AND WATER BUSINESS GROUPS

The economic slowdown in the country has been acutely felt in the capital goods industry and particularly the power sector. Both the Gear and Water business groups have a large exposure to this sector. Revival is taking time but we expect a turnaround by April 2013. With our concentration on refurbishment of gears, and the municipal sector for water and wastewater treatment, both the divisions are expecting a better financial performance in FY 13, though margins may be lower in the Water business group.

During the year under report, the Company has made a strategic investment in the share capital of Aqwise Wise Water Technologies Limited, Israel (Aqwise), a leader in development and implementation of wastewater treatment solutions for the industrial and municipal markets, by way of subscribing/ acquiring 25.04% of the equity share capital of Aqwise. As a part of this strategic investment in Aqwise, the Company has secured access to their technology for projects in India.

DIVIDEND

Despite a loss in the year under review, the directors have pleasure in recommending a dividend of 10% (Rs. 0.10 per equity share) on 25,78,80,150 equity shares of Rs. 1 each for the Financial Year 2011-2012 ended on 30th September, 2012, subject to the approval of members at the ensuing Annual General Meeting. The dividend being declared is in accordance with Companies (Declaration of Dividend out of Reserves) Rules, 1975. The total outgo on account of dividend (including Dividend Distribution Tax) for the Financial Year 2011-2012 will be Rs. 299.72 lacs (Rs. 599.48 lacs in the Financial Year 2010-2011).

HUMAN RESOURCES

The Company takes special care to nurture and develop its human resources as it believes that they are the most valuable asset of the organisation. Employee engagement has been improved through the introduction of town hall meetings, department level interactions & small group activities. Focused employee development through regular training interventions, and counseling, is a continuing process.

The Gear business group undertook the psychometric profiling of its executives and identified certain gap areas.

Efforts were made to bridge these gaps through an intensive intervention - LEAD (Leadership Enhancement for Achievement & Development). The Water business group also undertook a senior leadership enhancement initiative.

Industrial relations remained cordial & harmonious during the year at all our Units.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with Accounting Standard 21 on the Consolidated Financial Statement read with Accounting Standard ''AS-23'' on Accounting for Investment Associates, your Directors have pleasure in attaching the Consolidated Financial Statement which forms a part of the Annual Report and Accounts.

SUBSIDIARIES

During the year under report, Upper Bari Power Generation Private Ltd. ceased to be a subsidiary of the Company.

The Ministry of Corporate Affairs (MCA), General Circular No. 2/2011 dated 8th February, 2011, has granted general exemption to companies from annexing the individual accounts of all the subsidiaries along with the audited financial statements of the Company, subject to fulfillment of conditions stipulated in the said circular. Your Company meets these conditions and, therefore, the financial statements of the subsidiaries are not annexed.

The related information on the Annual Accounts will be made available to the shareholders of the Company/Subsidiary companies, who shall seek such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by investors at the Company''s Corporate Office as well as the registered offices of the subsidiary companies. However, as per the said circular issued by MCA, financial data of the subsidiaries have been furnished in the consolidated financial statement forming part of the Annual Report.

Information relating to the subsidiary companies, as required under Section 212 of the Companies Act 1956 is provided in Annexure ''C" of this Report.

EMPLOYEE STOCK OPTIONS

During the year, neither fresh stock options were issued nor any allotment made under the Triveni Employees Stock Option Scheme 2009 (ESOP 2009). The required disclosures of the ESOP 2009 are provided in Annexure ''D''

CORPORATE GOVERNANCE

A separate report on Corporate Governance is given in Annexure ''E'' along with the Auditors'' statement on its compliance in Annexure ''F'' Comments on the Auditors'' Report

In respect of the comments of the Auditor in Para 10 of the Annexure to Auditor''s Report, as explained in Note 29 to the audited financial statements, the Company has incurred cash losses during the year on account of exceptional charge of Rs. 7,895.80 lacs relating to differential cane price pertaining to 2007-08 provided and paid pursuant to the Supreme Court Judgment.

AUDITORS

M/s J.C. Bhalla & Co., Chartered Accountants, Auditors of the Company, who retire at the conclusion of the forthcoming Annual General Meeting, have consented to continue in office, if appointed. They have confirmed their eligibility under Section 224 of the Companies Act, 1956 for their appointment as Auditors of the Company.

COST AUDITOR

In pursuance to Section 233-B of the Companies Act, 1956 read with the directions issued by the MCA, Mr. Rishi Mohan Bansal, Cost Accountant, was appointed as the Cost Auditor to conduct the Cost Audit of the Sugar units, Distillery (Industrial Alcohol) and Co-generation (Electricity) units of the Company for the financial year 2011-2012 ended on 30th September, 2012.

The Cost Audit Report for the financial year 2010-11 ended on 30th September, 2011 was filed by the Cost Auditor with respect to the sugar units of the Company on 9th March, 2012, which is well within the due date of 28th March, 2012.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

i. In the preparation of the Annual Accounts, applicable accounting standards have been followed.

ii. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the statement of affairs of the Company as on 30th September, 2012 and of the loss of the Company for the year ended 30th September, 2012

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956, for safeguarding and detecting fraud and other irregularities.

iv. The Annual Accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors), Rules, 1988 are provided in Annexure ''A'' to this Report.

PARTICULARS OF EMPLOYEES

As required under the provision of sub-section (2A) of section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the particulars of employees are set out in the Annexure ''B'' to the Directors'' Report. However, as per provision of section 219(1) (b) (iv) of the Companies Act, 1956, the report and the accounts are being sent to all the shareholders excluding the aforesaid information. Any shareholder desirous of obtaining the same may write to the Company Secretary at the registered/ corporate office of the Company.

DIRECTORS

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mr. Shekhar Datta and Mr. Nikhil Sawhney retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible offer themselves for reappointment. The Board has recommended their re- appointment.

PUBLIC DEPOSITS

The Company has discontinued the acceptance of deposits from the public and shareholders with effect from 1st August 2009. Accordingly, the Company has not accepted any deposits during the year and all the existing deposits are being and will be repaid as per the terms of the deposit.

As on 30th September, 2012 fixed deposits stood at Rs. 20.12 lacs. Deposits amounting to Rs. 20.12 lacs remain unpaid, as the claim in respect thereof were not lodged with the Company and since then, Rs. 0.45 lacs have since been repaid as on date.

APPRECIATION

Your Directors wish to take the opportunity to express their sincere appreciation to the Central, Uttar Pradesh and Karnataka Governments, banks, financial institutions, farmers, and all other stakeholders 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,

Place: Noida, (U.P) Dhruv M. Sawhney

Date: 21st November, 2012 Chairman and Managing Director

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