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Directors Report of Triveni Turbine Ltd.

Mar 31, 2017

The Directors have pleasure in presenting the 22nd Annual Report and audited financial statements for the financial year ended March 31, 2017

Financial Results

(Rs .in Millions)

2016-17

2015-16

Revenue from operations (Gross)

7,537.24

7,351.02

Operating Profit (EBITDA)

1,917.40

1,785.47

Finance Cost

3.32

3.43

Depreciation & amortization

147.96

152.67

Profit before exceptional items & tax

1,766.12

1,629.37

Exceptional Items

-

-

Profit before tax (PBT)

1,766.12

1,629.37

Tax expenses

604.26

539.68

Profit after Tax (PAT)

1,161.86

1,089.69

Other Comprehensive income(net of tax)

(13.04)

2.54

Total Comprehensive income

1,148.82

1,092.23

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

3.52

3.30

Retained earnings brought forward

1,785.03

1,367.95

Appropriation:

-

-Equity dividend (including dividend distribution tax)*

178.72

675.15

-Transfer to General Reserves

-

-

Retained earnings carried forward

2,755.13

1,785.03

(*)Proposed final dividend of Rs.0.75 per equity shares (75%) declared after the reporting period not included herein

With the accretion in reserves by Rs.970.10 million during the year, the total reserves of the Company stand at Rs.3,627.05 million and the net worth of the Company is at Rs.3,957.02 million 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 statement relate and the date of this report.

Indian Accounting Standards

The Ministry of Corporate Affairs (MCA) vide notification dated February 16, 2015, published in the Official Gazette notified Indian Accounting Standards (Ind AS) which are applicable to the Company w.e.f 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 has been provided as per the prescribed requirements.

Business Operations

Having regard to the challenging business conditions, the performance of the Company has been satisfactory - it has achieved 3% increase in turnover and 7% increase in profit after tax. The Company has been able to substantially internationalize its operations with exports forming 52% of the total turnover as against 36% in the previous year. In absolute terms also, export turnover has increased by 50% over the previous year. Further, high margin aftermarket business has increased by 8% over the previous year, with exports contributing 35% of the total aftermarket revenue.

The export order booking during the year remained rather sluggish in view of global macro-economic situation, including uncertainties on account of Brexit etc. Despite the impact of demonetisation in the second half of the year, the domestic market has shown a marginal growth in demand raising hopes of a gradual turnaround. Having set up the new state-of-the-art manufacturing facilities near Bengaluru, the Company is well equipped to manufacture and refurbish higher range of turbines and the expanded capacity will be helpful to capture all the opportunities as and when the normalcy in the demand reverts.

The Company intends to intensify its marketing thrust to expand its geographical footprint and introduce its unique value proposition to the potential customers. In doing so, the Company will be fully leveraging its foreign subsidiaries and their network of offices at strategic locations. Having already established offices at UK, Dubai, Indonesia and Vietnam, the Company is in the final stages of establishing offices in South Africa and Thailand; it has come a long way in realizing the potential the global market has to offer. The underlying objective is to be close to our customers through extended reach of regional offices and ensure market visibility and customer''s confidence for its products and aftermarket services.

The business of the Company centers around our robust R&D programme which enables us to achieve benchmark efficiency and help in making our products cost competitive. The hallmark of our R&D initiatives is our ability to accomplish the project within aggressive timelines and at reasonable cost. The R&D department is at the forefront of the Company''s vision to sustain and enhance a leadership position in industrial steam turbine business.

Dividend

The Board has in its meeting held on August 04, 2016 declared an Interim dividend of 45% (Rs. 0.45 per equity share). Further, the Board of Directors have recommended a final dividend of 75% (Rs. 0.75 per equity share) for the financial year ended March 31, 2017. The total equity dividend for FY 17 (including the interim dividend of Rs.0.45 per equity share (45%) amounts to Rs.1.20 per equity share (120%) and the total outgo including the proposed final dividend for the FY 17, is Rs.476.58 million (including dividend distribution tax) versus Rs.436.86 million (corresponding to 110% dividend) in the previous year.

Dividend Distribution Policy

As per the provision of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (Listing Regulations), 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 web site of the Company at http://www.triveniturbines. com/key-policies.

Subsidiary

The Company has a domestic subsidiary (considered as a Joint Venture for the purposes of consolidated financial statements), namely, GE Triveni Ltd (GETL), Bengaluru, a wholly owned foreign subsidiary, namely, Triveni Turbines Europe Pvt. Ltd. (TTEPL), UK, and a step-down subsidiary, namely, Triveni Turbines DMCC (TTDMCC), Dubai (wholly owned subsidiary of TTEPL). As required under the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2013, a statement containing salient features of the financial statements of subsidiaries is provided in the prescribed format AOC-1 as Annexure A to the Board''s Report.

The performance of GETL for the current year was satisfactory. While there was a decline in turnover by 15% due to slippage of some high value dispatches to the next year, the profit after tax grew by 46% over the previous year. The orders in hand at the end of the year were higher by 29% over the previous year. The enquiry pipeline in the international market is encouraging.

The foreign subsidiaries, TTEPL and TTDMCC are fully operational and expanding their business presence in other regional territories. These international structures are providing strong support for order booking and in execution of aftermarket services.

In accordance with Regulation 16 of Listing Regulations, none of the subsidiaries is a material non Listing Regulations 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.triveniturbines.com/key-policies.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements of the Company along with the consolidated financial statements and related detailed information, the audited financial statements of the subsidiary companies are available on the website of the Company. These documents will be made available for inspection at the Registered Office of the Company during business hours.

Consolidated Financial Statements

In accordance with Section 136 of the Companies Act, 2013 and Regulation 33 & 34 of the Listing Regulations read with other applicable provisions, your Directors have attached the Consolidated Financial Statements of the Company for 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 Company''s website www.triveniturbines.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;

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 period;

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 are operating effectively; and

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are 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 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 Transactions

The Company has formulated a Related Party Transactions Policy which has been uploaded on its website at http://www. triveniturbines.com/key-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.

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 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 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 Controls

The Company follows a risk management policy, the objective of which is to lay down a structured framework and system to identify potential threats to the organization and likelihood of their occurrences with a view to formulate effective mitigation with a clear accountability and ownership. It is the endeavour of the Company to devise processes and controls to improve the overall risk profile of the Company. The risk policy aims at controlling and minimizing the risks through effective mitigation measures, internal controls and by defining risk limits and parameters.

Pursuant to the risk management policy, the Company has instituted a comprehensive risk management framework. Detailed identification of risks is carried out along with categorization thereof based on severity of impact on the organization, including on its reputation. Such categorization gives highest weightage to the risks which have the potential to threaten the existence of the Company. The Risk Committee, comprising of functional heads and the Executive Director, oversees the risk management activities in the Company. The risk management policy and framework are reviewed regularly to assess and maintain its effectiveness and relevance.

As required under Section134 (5) (e) of Companies Act 2013 and integrated with the risk management framework, Internal Financial Controls System has been laid out which comprehensively deals with and elaborates financial controls, financial reporting and timely preparation of reliable financial statements. Additionally, clearly defined delegation of authority, policies and procedures for efficient conduct of the business, operating and financial controls have been put in place to safeguard the assets, to identify and minimize leakages and wastages, and to detect and prevent frauds and errors. There is an inbuilt mechanism through self-certification and audit to ensure that all controls are working effectively.

Directors and Key Managerial Personnel (KMP)

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

The term of appointment of Lt. Gen. K.K. Hazari (Retd.), Independent Director of the Company was due to expire on March 31, 2017. With the approval of shareholders by a Special Resolution dated March 31, 2017 passed by postal ballot Gen Hazari has been re-appointed as an Independent Director w.e.f. April 01, 2017 for a term up to 25th AGM of the Company

Further, with the approval of the shareholders by a separate special resolution dated March 31, 2017 passed by postal ballot, Mr Arun Prabhakar Mote has been re-appointed as Whole-time Director (designated as Executive Director) of the Company for a further period of two years with effect from November 1, 2016 on the remuneration and terms and conditions set out in the said special resolution.

With deep regret, we report the sad demise of our Independent Director, Mr. Amal Ganguli, on May 8, 2017. Your Directors would like to place on record their highest gratitude and appreciation for the guidance given by Mr. Ganguli to the Board during his tenure as a director

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, Chairman & Managing Director, Vice Chairman & Managing Director, Executive Director, Executive Vice President & 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 Auditors

As per Section 139 of the Act and rules made there under, it is mandatory to rotate Statutory Auditors on completion of maximum term permitted under the said Section. M/s J.C. Bhalla & Co., Chartered Accountants (JCB), the existing statutory auditors of the Company, would be completing their term at the conclusion of the ensuing 22nd 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 Walker Chandiok & Co LLP (ICAI Firm Registration No. 001076N) (WCC) as Statutory Auditors of the Company in place of JCB, for a period of five (5) consecutive years, to hold the office from the conclusion of the ensuing 22nd AGM until the conclusion of 27th AGM of the Company, for approval of the shareholders of the Company. WCC 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 Auditor

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 Company for FY 18. M/s J.H & Associates, Cost Accountants, Bengaluru have been appointed as the Cost Auditors to conduct the cost audit of your Company for FY 18. The Board recommends the ratification of the remuneration to the Cost Auditors.

Secretarial Auditor

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 Sanjay Grover & 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 Board''s Report. The report does not contain any qualification, reservation or adverse remark.

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.triveniturbines.com/key-policies.

The composition of CSR Committee and Annual Report on CSR Activities as approved by the CSR Committee 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 a Whistle Blower Policy and through the Audit Committee, oversees the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who may express their concerns pursuant to this policy. The Company has also provided a direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the employees and the Company. The policy is uploaded on the website of the Company at http://www. triveniturbines.com/key-policies.

Disclosure under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act 2013

The Company has in place an Anti-Sexual Harassment policy in line with the requirements of sexual harassment of women at Work place (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 complaint was received by the ICC.

Board Meetings

During the year, five board meetings were held, the details of which are given in the Corporate Governance Report that forms part of the Board''s Report. The maximum interval between the two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

Particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013

The investment made by the Company in bodies corporate comprise only of investments made by it in equity share capital of its subsidiaries as disclosed in the notes to the audited financial statements forming part of this Annual Report. The Company has not given any loans or given any guarantee or provided any security in connection with a loan to any 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 relevant rules are provided in Annexure F to the Board''s 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 G to the Board''s 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 H to the Board''s 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.

Management''s discussion and analysis

In terms of provisions of Regulation 34 of the Listing Regulations, the Management''s 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 Directors Report of the Company. The report in the prescribed form is annexed as Annexure I to the Board Report.

Deposits

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

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 J to the Board''s Report.

Significant and material orders

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

Human Resources

The Company operates in technologically dynamic environment and competes with globally reputed players. The Company engages highly trained and motivated team to market its products, carry out continual product improvements, evolve new technologies, provide value proposition for its customers and offer products which meet benchmark efficiency and quality standards.

The Company believes in continuous learning and the state-of-the-art in-house learning center provides theme based training to all employees round the year to keep them abreast with the technological and market developments. The learning center imparts focused training programmes dealing with product knowledge, skill building, design capabilities, and in-house developed computer based training on product and leadership. Specially designed development modules have been created for our customer care engineers.

The Company has a robust and effective performance management system to identify and nurture talents, provide personal growth and job enrichment for retention, reward for their performance and achievements through set KRAs and goals. For FY 17 3.3 man days of training for each employee including workmen was achieved.

Policy on Directors'' appointment and remuneration

The policy of the Company on the appointment and remuneration of the directors as approved by the Board, 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, is uploaded on the website of the Company at http://www. triveniturbines.com/key-policies. There has been no change in the policy since the last fiscal year and the remuneration paid to the directors is as per the terms laid out in the policy

Board Evaluation Mechanism

Pursuant to the provisions of Companies Act 2013 and the Listing Regulations, the Board has carried out annual performance evaluation of its own performance, those of directors individually 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 in the growth and formulating the strategy of the Company, independence, application of judgment, safeguarding the interest of the Company and minority shareholders, time devoted apart from attending the meetings of the Company, active participation in long term strategic planning, ability to contribute by introducing best practices to address business challenges and risks etc. The directors 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 Karnataka Government, financial institutions, banks and all other stakeholders for their whole-hearted support and co-operation. Your Directors also wish to record their appreciation for the continued co-operation and support received from the Joint Venture partner

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 18, 2017 Chairman and Managing Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 19th Annual Report and audited accounts for the Financial Year (FY) ended March 31, 2014

Financial Results

(Rs. in Million) 2013-14 2012-13

Revenue from operations (net) 5056.88 6568.47

Operating Profit (EBITDA ) 1148.20 1716.30

Finance cost 5.99 27.25

Depreciation & amortisation 128.60 122.62

Profit before tax (PBT) 1013.61 1566.43

Tax expense 329.09 500.18

Profit after tax (PAT) 684.52 1066.25

Earning per equity share of Rs. 1 each (in Rs.) 2.07 3.22

Surplus available for Appropriation 1168.49 1244.71

Appropriation:

Equity dividend (including dividend 289.51 308.12 distribution tax)

Preference dividend (including dividend 0.43 2.62 distribution tax)

Transfer to General Reserve 100.00 450.00

Transfer to Capital redemption reserve 28.00 -

Surplus carried forward 750.55 483.97

Review of Operations

Revenue from operations decreased by 23% owing to reduced order booking in the second half of FY 13 and Q1 FY 14. This was due to subdued demand arising from the economic slow- down and low business sentiments. Even in the international market, there were undue delays in the fnalisations of orders owing to multiple reasons - currency depreciation in the ASEAN, and SAARC countries, political unrest in some European and Asian countries and the general economic slowdown. Our PBT margins were reduced due to the reduced turnover, but in spite of this decline, we have been able to achieve margins above 20%. Our focus continues to be on expansion of our footprints in the global market and to exploit the after-market business potential especially in the international market. Normalcy was restored in the second half of the year under review when almost 70% of the orders booked during the year were received. At the end of FY 14, our outstanding order book is comfortable at Rs. 5.8 billion, an increase of 23% versus end FY 13 on a

standalone basis, and Rs. 7.1 billion on a consolidated basis, which is a growth of 45%. The fow of orders from the export market is continuing and it gives us confdence that our performance in the financial year 2014-15 will greatly improve, and be close to the level achieved in FY 13.

We have received increased enquiries from Europe, Turkey, SAARC region and Africa which augurs well for future orders from these countries. We have identified key countries and sectors for a focused marketing thrust. We are also increasing our efforts on creating brand awareness and positioning Triveni Turbines as a strong global brand which offers the best product efficiencies and customer Specific value propositions. During the year, our R&D department, which is approved by the Department of Scientifc Industrial Research, Government of India, designed and developed eleven advanced models and variants. These new models address the requirements for both ends of the product range and proven hybrid technologies have been employed to enhance the value of the product to the customer. The company is meticulously safeguarding its intellectual property and during the year achieved 42 IP flings in India and overseas.

During the year, GE Triveni Limited (GETL) a subsidiary of the Company and a joint venture with General Electric Inc., achieved increased order bookings of Rs. 1.82 billion which included international orders of Rs. 1.46 billion. Having achieved a breakthrough in the international market, the outlook for GETL in the coming years appears very promising.

Dividend

The Board of Directors of your Company are pleased to recommend a fnal dividend of Rs. 0.55 per equity share of face value of Rs. 1/- each (55%). The total equity dividend for FY 2014 including the interim dividend of Rs. 0.20 per equity share (20%) paid in November 2013, amounts to Rs. 0.75 per equity share (75%) and the total outgo on account of equity dividend would be Rs. 289.51 million (including dividend distribution tax).

Subsidiary Company

During the year under report, the Board of Directors reviewed the affairs of the subsidiary company. As per section 212 of the Companies Act, 1956, the Company is required to attach the balance sheet, statement of profit and loss and other documents of its subsidiary. However, the Ministry of Corporate Affairs (MCA), General Circular No. 2/2011 dated February 8, 2011, has granted general exemption to companies from annexing the individual financial statements of the subsidiary along with the audited financial statements of the Company, subject to fulflment of conditions stipulated in the said circular. Your Company meets these conditions and, therefore, the financial statements of the subsidiary company, GE Triveni Ltd. are not annexed.

The related information on the Annual Report will be made available to the shareholders of the Company, who may seek such information at any point of time. The annual report of the subsidiary company will also be kept for inspection by investors at the Company''s corporate office as well as the registered office of the subsidiary company. However, as per the said circular issued by MCA, financial data of the subsidiary has been furnished in the consolidated financial statement forming part of the Annual Report.

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

Human Resources

Your Company focuses on engineered-to-order Turbo Generator island. To continuously deliver an engineered product to the customers as desired, we foster a robust team of skilled manpower, and this has been one of our critical success factor. This manpower is well motivated and all the critical positions are manned suitably, trained to deliver. Attrition rate in TTL last year was at 7%, which is well below the average market rate. The company has a robust Performance Measurement System (PMS) and has introduced various initiatives for performance enhancement and employee engagement. The learning centre conducts a number of programmes on skill building, motivation, team building and leadership. A special effort is being made for our export service engineers and design staff. The Company delivered training of an average 4.3 man days to each employee.

Consolidated Financial Statements

In accordance with the Accounting Standard 21 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 and Accounts.

Employee Stock Options

During the year under report, pursuant to the approval of the shareholders, the Company has instituted TTL ESOP 2013 providing for issuance of options resulting into not exceeding 3 million equity shares of Rs. 1/- each. No stock options were issued under TTL ESOP 2013.

Subsequent to the year, with the exercise of outstanding vested stock options by an eligible employee, TTL NSOS stands terminated. The required disclosures of the TTL NSOS are provided in Annexure ''D''.

Change in Capital Structure

During the year under report, the Company had made allotment of 64,400 equity shares of Rs. 1/- each to an eligible employee under TTL NSOS. Subsequently on May 07, 2014 the Company had made an allotment of 27,600 equity shares of Rs. 1/- each under TTL NSOS. These equity shares have been listed and admitted to dealings/ in the process of listing on the BSE Ltd. and National Stock Exchange of India Ltd.

As on the date of this report, the issued subscribed and paid-up equity share capital of the Company is Rs. 32,99,72,150/- divided into 32,99,72,150 equity shares of Rs. 1/- each.

Corporate Governance

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

Auditors

M/s J.C. Bhalla & Co., Chartered Accountants (JCB), Statutory Auditors of the Company and M/s Virmani & Associates, Chartered Accountants (VA) Branch Auditors of the Company''s Works at Bengaluru, hold office till the conclusions of the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

The Company has received letters from both of them to the effect that their re-appointment, as Statutory Auditors and Branch Auditors if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualifed for reappointment. They have consented to continue in office, if re-appointed.

Cost Auditor

In pursuance of Section 233-B of the Companies Act, 1956 read with the directions issued by the MCA, M/s J.H. & Associates, Cost Accountants, Bangalore were appointed as Cost Auditor to conduct the cost audit of the engineering operations (comprising of steam turbines manufacturing) for the financial year ended on March 31, 2014.

The Cost Audit Report and the Compliance Report for the financial year 2012-13 ended on March 31, 2013 was fled by the Cost Auditor with MCA within the prescribed time.

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 March 31, 2014 and of the profit of the Company for the year ended March 31, 2014;

iii. Proper and suffcient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and 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.

Corporate Social Responsibility

Over the years, the Company has been taking various initiatives towards community development in key areas – Education, healthcare, environment, community enhancement and sports and recreation.

As per the Companies Act 2013, all companies having net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any financial year will be required to constitute a corporate social responsibility (CSR) committee of the Board of Directors comprising of three or more directors, at least one of whom will be an independent director.

Aligning with the guidelines, we have constituted a committee comprising of Dr. (Mrs.) Vasantha S Bharucha - Independent Director, Mr. Nikhil Sawhney - Vice Chairman and Managing Director, Mr. Tarun Sawhney and Mr. Arun Prabhakar Mote - Directors of the Company. The committee is responsible for formulating and monitoring the CSR Policy of the Company.

Particulars of employees

As required under the provisions of sub section (2A) of Section 217 of the Companies Act, 1956 (Act) 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, having regard to the provision of section 219(1) (b) (iv) of the Companies Act, 1956, the Annual Report is 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

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, seeks re-appointment. The Board has recommended his re-appointment.

By virtue of provisions of Section 161(1) of the Act, Dr. (Mrs) Vasantha S Bharucha was appointed as Additional Director by the Board with effect from March 19, 2014 and she shall hold office upto the date of the ensuing AGM. The Company has received notice, pursuant to Section 160 of the Act from a member signifying his intention to propose the appointment of Dr. Bharucha as Independent Director of the Company. Being eligible, Dr. Bharucha offers herself for appointment. The Board has recommended her appointment as an Independent Director for a term of upto five consecutive years.

To comply with the provisions of Section 149 and other applicable provisions of the Act, the Board has recommended the appointment of all the existing non-executive Independent Directors as Independent Directors, with Lt. Gen. K.K. Hazari (Retd.), Mr. Amal Ganguli and Mr. Shekhar Datta to hold office as per there tenure of appointment mentioned in the notice of the forthcoming Annual General Meeting. All of them being eligible, offer themselves for appointment.

During the year, Mr. Nikhil Sawhney was elevated as Vice Chairman and Managing Director with effect from November 6, 2013. The other terms and conditions of his appointment remain the same as approved by the Shareholders.

The term of Mr. Arun Prabhakar Mote, as Whole-time Director (designated as ''Executive Director'') is due to expire on October 31, 2014. The Board is seeking re-appointment of Mr. Mote as Whole-time Director, liable to retire by rotation, for a further period of 2 years with effect from November 1, 2014.

Mr. Meleveetil Damodaran and Mr. K.N. Shenoy ceased to be Directors of the Company due to their resignation with effect from September 9, 2013 and May 8, 2014 respectively. Your Directors place on record their gratitude and appreciation for the guidance provided by the outgoing Directors.

Public Deposits

The Company has not accepted any public deposits under Section 58A of the Companies Act, 1956 during the year.

Green Initiatives

As a part of green initiatives of the Company and minimizing the impact on the environment, like the earlier years, this year too, electronic copies of the Annual Report 2014 and the Notice of the 19th AGM are being sent to all the members whose email addresses are registered with the Company/Depository Participants(s). For members who have not registered their email addresses, physical copies of the Annual Report 2014 and the Notice of the 19th AGM are being sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

Appreciation

Your Directors wish to take the opportunity to express their sincere appreciation to our customers, suppliers, shareholders, employees, the Central and Karnataka Government, financial institutions, banks and all other stakeholders for their whole- hearted support and co-operation. Your Directors also wish to record their appreciation for the continued co–operations and support received from the Joint Venture partner.

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 27, 2014 Chairman and Managing Director


Mar 31, 2013

The Directors have pleasure in presenting the 18th Annual Report and audited accounts for the Financial Year (FY) ended March 31, 2013

FINANCIAL RESULTS

(Rs. in Million)

2012-13 2011-12

Revenue from operations (net) 6,568.47 6,318.82

Operating Profit (EBITDA) 1,716.29 1,561.24

Finance cost 27.25 95.93

Depreciation & amortisation 122.62 115.93

Profit before tax (PBT) 1,566.42 1,349.38

Tax expense 500.17 438.57

Profit after tax (PAT) 1,066.25 910.81

Earning per equity share of Rs. 1 each 3.22 2.75 (in Rs.)

Surplus available 1,244.71 580.28

Appropriation:

Equity dividend (including dividend 308.12 249.22 distribution tax)

Preference dividend (including dividend 2.62 2.60 distribution tax)

Transfer to General Reserve 450.00 150.00

Surplus carried forward 483.97 178.46

DIVIDEND

The Board of Directors of your Company are pleased to recommend dividend on 8% cumulative redeemable preference shares and equity shares for FY13 ended March 31, 2013 as under:

(a) Rs. 0.80 per preference share of face value of Rs. 10/- each (8%), the total dividend payout for preference shares would be Rs. 2.62 million (including dividend distribution tax) and

(b) final dividend of Rs. 0.55 per equity share of face value of Rs. 1/- each (55%). The total equity dividend including the interim dividend for FY13 of Rs. 0.25 per equity share (25%) paid in November 2012, amounts to Rs.0.80 per equity share (80%) and the total outgo on account of equity dividend would be Rs. 308.12 million (including dividend distribution tax).

OUTLOOK

Even though the enquiry book remains healthy, the domestic market continues to remain sluggish with order finalisation getting delayed. The Company expects some improvement in the capex cycle if there is a cut in interest rates by the Reserve Bank of India. Even though the order back-log as on March 31, 2013 of Rs. 4.7 billion is slightly lower than last year, the expected order intake during the first quarter of FY14 will enable the Company to improve its year on year performance. We expect a growth in export order-booking and sales during FY14 on the back of the last two year''s intensive global marketing efforts. With the strong focus on exports and after-market, the Company expects to maintain its margins in the coming year.

The good work done in the past few years on innovation, research & development and new product introductions catering to changing global customers'' needs are continuing. Strengthening the Company''s intellectual property and filing of new patents globally, will continue as a focus area. Our joint venture, GE Triveni Ltd. is executing another order for two 40 MW turbines, and we expect further break-throughs in the domestic and international market in the coming year.

SUBSIDIARY COMPANY

In terms of Section 212 of the Companies Act, 1956 read with the General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs (MCA), the Company is not required to attach the annual accounts of its subsidiary, GE Triveni Limited (GETL), subject to fulfilment of the conditions stipulated in the said circular. Accordingly, these accounts and the related detailed information will be made available to any shareholder of the Company/ subsidiary company seeking such information. The annual accounts of the subsidiary company will also be kept for inspection of shareholders at the Company''s Corporate Office and that of its subsidiary company. However, as per the said circular issued by MCA, financial data of the subsidiary has been furnished in the consolidated financial statements forming part of the Annual Report.

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

HUMAN RESOURCES

We are maintaining a well motivated team. All critical positions are suitably manned and the attrition rate is comfortable in single digit at about 8%. The talent pool scheme continues and extra thrust has been put on skill building. Average training during the year was 10 man days per employee. With the Company''s added thrust on research and development and innovation, the technology team has been further strengthened. The Management signed a new wage settlement with the unionised staff valid till December 31, 2015 and industrial relations have remained cordial.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard 21 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 and Accounts.

EMPLOYEE STOCK OPTIONS

In accordance with the provisions of the Scheme of Arrangement between Triveni Engineering and Industries Ltd (TEIL ) and the Company, duly approved by Hon''ble Allahabad High Court vide its Order dated April 19, 2011 and pursuant to SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the Company has formulated an Employee Stock Option Scheme viz. "Triveni Turbine Ltd New Stock Option Scheme" (NSOS), for making corporate adjustment in respect of 40,000 outstanding vested options under "Triveni Employees Stock Option Scheme 2009'''' held by an employee of TEIL whose services were transferred to the Company pursuant to the Scheme of Arrangement .

Accordingly on April 10, 2013 the Remuneration Committee of the Board of Directors / Directors of the Company have approved the corporate adjustment to the 40,000 options under NSOS entitling the holder 1,84,000 equity shares of Rs. 1/- each of the Company against such options at an exercise price of Rs. 52/- per share or Rs. 239.20 per option. The Company has applied to the Stock Exchanges (NSE and BSE) for listing of the equity shares to be issued upon exercising the options by the concerned employee of the Company in terms of NSOS. The relevant disclosure under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 is provided in Annexure ''D''.

REDEMPTION OF PREFERENCE SHARES

In accordance with the Scheme of Arrangement duly approved by the Allahabad High Court vide its Order dated April 19, 2011 and as per the terms and conditions of issue, the Board of Directors of the Company have approved the redemption of 2,800,000 - 8% Cumulative Redeemable Preference Shares of Rs.10/- each aggregating to Rs. 28 million on May 31, 2013 out of the profits of the Company with pro-rata dividend for the period April 01, 2013 till date of redemption.

CORPORATE GOVERNANCE

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

AUDITORS

M/s J.C. Bhalla & Co., Chartered Accountants, Auditors of the Company shall retire at the conclusion of the forthcoming Annual General Meeting (AGM) and they have consented to continue in office, if appointed. They have confirmed their eligibility under the provisions of the Companies Act, 1956 for their reappointment.

COST AUDITOR

The Cost Audit is applicable to the Company with effect from FY13. Accordingly, pursuant to Section 233 B of the Companies Act, 1956 read with the directions issued by the MCA, M/s J.H. Associates, Cost Accountants, Bangalore were appointed as Cost Auditors for the FY13 ended March 31, 2013 to conduct the audit of its engineering operations (comprising of steam turbines manufacturing).

As required under "The Companies (Cost Accounting Records) Rules, 2011", the Cost Compliance report for the FY12 ended March 31, 2012, duly certified by the Cost Accountant, has been filed by the Company with MCA on December 26, 2012, which is well within the due date.

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 March 31, 2013 and of the profit of the Company for the year ended March 31, 2013;

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 the assets of the Company 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 provisions 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 the provisions of Section 219(1)(b)(iv) of Act, the report and the accounts are being sent to the shareholders excluding the aforesaid information. Any shareholder desirous of obtaining copy of the same may write to the Company Secretary at the registered/corporate office of the Company whereupon the relevant detail would be sent.

DIRECTORS

In accordance with the relevant provisions of Companies Act, 1956 read with the Articles of Association of the Company- Mr Tarun Sawhney and Lt. Gen. K.K. Hazari (Retd) retire from the Board by rotation at the ensuing AGM of the Company, and being eligible, offer themselves for reappointment.

Mr Shekhar Datta, Mr Arun Prabhakar Mote and Mr. Meleveetil Damodaran were appointed as Additional Directors by the Board with effect from October 29, 2012, November 1, 2012 and April 10, 2013 respectively and they shall hold office up to the date of the ensuing AGM of your Company. All of them being eligible, offer themselves for appointment. Notices have been received from the members pursuant to Section 257 of the Companies Act, 1956 proposing the appointment of Mr. Shekhar Datta, Mr. Arun Prabhakar Mote and Mr. Meleveetil Damodaran as Directors on the Board of the Company.

The Board has recommended the appointment/re-appointment of all the aforesaid Directors. The Board has also, subject to approval of the shareholders by a special resolution at the ensuing AGM, appointed Mr Arun Prabhakar Mote as Wholetime Director (designated as Executive Director) of the Company for a period of two (2) years effective November 1, 2012 and fixed his remuneration.

PUBLIC DEPOSITS

The Company has not accepted any public deposits under Section 58A of the Companies Act, 1956 during the year.

APPRECIATION

Your Directors wish to take the opportunity to express their sincere appreciation to our customers, suppliers, shareholders, employees, the Central and Karnataka Government, financial institutions, banks, and all other stakeholders for their whole- hearted support and co-operation. Your Directors also wish to record their appreciation for the continued co-operations and support received from the Joint Venture partners.

Your Directors gratefully acknowledge the support given by them and we look forward to their continued support and encouragement.

For and on behalf of the Board of Directors,

Place : Bengaluru Dhruv M. Sawhney

Date : May 23, 2013 Chairman and Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 17th Annual Report and audited accounts for the Financial Year ended March 31, 2012

LISTING OF EQUITY SHARES As informed in our previous year's report, the Scheme of arrangement (Scheme) between Triveni Engineering and Industries Ltd. (TEIL), Triveni Turbine Ltd. (the Company) and their respective shareholders and creditors, providing for the transfer and vesting of the Steam Turbine Business of TEIL in the Company from October1, 2010, was sanctioned by the Hon'ble Allahabad High Court vide its order dated April 19, 2011, and became effective upon its filing with the Registrar of Companies. In accordance with the Scheme 329,880,150 equity shares of Rs1/- each fully paid up, of your Company were listed and admitted for dealing on Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. from October 28, 2011.

FINANCIAL RESULTS

(Rs in Million) 2011-12 2010-11

Sales (net) 6,318.82 3,050.46

Operating Profit/ (Loss) (EBITDA ) 1,561.24 717.06

Finance cost 95.93 47.13

Depreciation & amortisation 115.93 58.77

Profit/ (Loss) before tax (before 1,349.38 611.16 extraordinary/ exceptional items )

Extraordinary/ Exceptional charges - 559.82

Profit/ (Loss) before tax (PBT ) 1,349.38 51.34

Tax expense 438.57 124.02

Profit/ (Loss) after tax (PAT ) 910.81 (72.68)

Earning per equity share of Rs1 each (in Rs)

- Before Extraordinary charge 2.75 2.27

- After Extraordinary charge 2.75 (0.34)

Surplus/ (Loss) available 580.27 (330.53) Appropriation:

Equity dividend (including dividend 249.22 - distribution tax)

Preference dividend (including divi- 2.60 - dend distribution tax)

Transfer to General Reserve 150.00 -

Surplus / (Loss ) carried forward 178.45 (330.53)

During the year under review, the Company was able to wipe off all the accumulated losses and build up reserves of Rs 328.45 million after payment of dividends. It achieved one of the highest net margins in the industry at 14.4 % of profit after tax on sales.

DIVIDEND

The Board of Directors have recommended a dividend of Rs 0.80 per preference share of Rs 10/- each on 2,800,000 - 8% Cumulative Redeemable Preference Shares for the year 2011-12. The total dividend payout would be Rs 2.60 million (including dividend distribution tax).

The Board of Directors have also recommended a final dividend of Rs 0.20 per equity share of face value of Rs 1/- each (20%) for the year 2011-12 in addition to two interim dividends aggregating to Rs 0.45 per equity share (45%) paid in November 2011 and February 2012. The total equity dividend payout would be Rs 249.22 million (including dividend distribution tax).

OUTLOOK

Product orders in hand of Rs 4.95 billion as on April 1, 2012, have been enhanced with further orders of Rs 0.68 billion in April, 2012, all of which will be executed in financial year 2012-13 without dilution in the margins. The domestic market is a matter of concern but we expect position to improve in the second half of financial year 2012-13. The growth in exports and services is expected to continue, and we expect to build up a sizeable pipeline for execution in financial year 2013-14. Our efforts in Research and Development in the last two years have shown commendable results through the introduction of new world class models in terms of efficiency, robustness, and value to the customer. We intend to intensify these efforts in the coming years which will enhance the Company's competitiveness on a global scale. The Company is conscious of safeguarding its inventions through our R&D initiatives and during the year it has registered a substantial number of patents and copyrights in India and abroad.

SUBSIDIARY COMPANY

In terms of Section 212 of the Companies Act, 1956 read with the General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs (MCA), the Company is not required to attach the annual accounts of its subsidiary, GE Triveni Limited (GETL), subject to fulfillment of the conditions stipulated in the said circular. Accordingly, these accounts and the related detailed information will be made available to any shareholder of the Company/ subsidiary company seeking such information. The annual accounts of the subsidiary company will also be kept for inspection of shareholders at the Company's Corporate Office and that of its subsidiary company. However, as per the said circular issued by MCA, financial data of the subsidiary has been furnished in the consolidated financial statements forming part of the Annual Report.

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

HUMAN RESOURCES

Critical resources for Research and Development, Design and Project Management were filled during the year. Implementation of the talent pool scheme, skill building programme, and training at 12 man days per employee, coupled with strong communication initiatives, have increased motivation and engagement levels within the organisation. Our new Innovation and Appreciation Policy is now in full force.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard 21 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 and Accounts.

CORPORATE GOVERNANCE

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

AUDITORS

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

According to the Order dated January 24, 2012 of Cost Audit Branch of Ministry of Corporate Affairs (MCA), read with Section 233 B of the Companies Act, 1956, the audit of cost accounting records are required for the Company in respect of its engineering operations (comprising of steam turbine manufacturing). The Board of Directors of your Company, subject to the approval of the Central Government, has appointed M/s J.H. & Associates, Cost Accountants, Bengaluru to undertake such audit for the financial year 2012-13.

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 March 31, 2012 and of the profit of the Company for the year ended March 31, 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 the assets of the Company 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 whereupon the relevant details would be sent.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr K.N. Shenoy and Mr. Amal Ganguli 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 not accepted any public deposits under Section 58A of the Companies Act, 1956 during the year.

APPRECIATION

Your Directors gratefully acknowledge the support given by our customers, suppliers, shareholders, employees, the Central and Karnataka Government, financial institutions, banks, and all other stakeholders, and 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 07,2012 Chairman and Managing Director

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