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Triveni Engineering and Industries Ltd.

BSE: 532356 Sector: Agri and agri inputs
NSE: TRIVENI ISIN Code: INE256C01024
BSE 00:00 | 24 Apr 2020 Triveni Engineering and Industries Ltd
NSE 05:30 | 01 Jan 1970 Triveni Engineering and Industries Ltd

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OPEN 37.70
PREVIOUS CLOSE 38.40
VOLUME 15019
52-Week high 88.45
52-Week low 28.90
P/E 3.55
Mkt Cap.(Rs cr) 910
Buy Price 36.55
Buy Qty 780.00
Sell Price 38.40
Sell Qty 82.00
OPEN 37.70
CLOSE 38.40
VOLUME 15019
52-Week high 88.45
52-Week low 28.90
P/E 3.55
Mkt Cap.(Rs cr) 910
Buy Price 36.55
Buy Qty 780.00
Sell Price 38.40
Sell Qty 82.00

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


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Company director report

Your Directors have pleasure in presenting the 83rd Annual Report and audited financialstatements for the Financial Year (FY) ended March 31 2019.

FINANCIAL RESULTS

(Rs. in lakhs)

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Revenue from operations (Gross) 315156.34 341186.08 315173.69 341186.08
Operating Profit (EBITDA) 37668.07 30012.83 37251.70 29131.21
Finance cost 6798.78 8533.87 6798.71 8533.97
Depreciation and Amortisation 5695.14 5535.56 5695.14 5535.56
Profit before exceptional items & tax 25174.15 15943.40 24757.85 15061.68
Exceptional Items 2034.85 -- -- --
Profit before Tax ( PBT) 27209.00 15943.40 24757.85 15061.68
Tax Expenses 5152.65 4969.02 5152.65 4969.68
Profit after Tax ( PAT) before Share of Net Profit of Associates 22056.35 10974.38 19605.20 10092.00
Share of net profit of Associates - - 2022.85 1822.01
Profit for the year 22056.35 10974.38 21628.05 11914.01
Other comprehensive income (net of tax) (137.34) 121.72 (41.01) 120.57
Total comprehensive income 21919.01 11096.10 21587.04 12034.58
Earning per equity share of ` 1 each (in `) 8.55 4.25 8.39 4.62
Retained Earnings brought forward 5371.58 (4954.46) 9774.25 (1498.45)
Appropriation:
- Equity Dividend (including dividend distribution tax) 2176.78 776.20 2176.77 776.20
- Transfer to/ (withdrawn) from molasses storage fund reserve (net) 20.08 (6.14) 20.08 (6.14)
-Share of associates- buyback adjustments during the year -- -- (1537.69) --
Retained earnings carried forward 25093.73 5371.58 30599.11 9774.25

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

BUSINESS OPERATIONS AND FUTURE PROSPECTS

Sugar Business:

After achieving an all India production of 32.5 million tonnes in the Sugar Season2017-18 the estimated production in sugar season 2018-19 is estimated to be at 33 milliontonnes a record production for India which has resulted in huge surplus of sugarinventory in the country. Under this background of over-hang of sugar stocks our Sugarbusiness has made segment profit of ` 79.21 crore as against ` 115.59 crore in theprevious year.

In view of estimated high sugar production in sugar season 2017-18 the sugar priceshad collapsed by the year end to about ` 28 /Kg. If the situation was allowed to continueunchecked the sugar sector would have incurred colossal losses. However in June 2018the Central Government came to rescue of the sugar sector and introduced a scheme underwhich the Minimum Selling Price of sugar (MSP) was prescribed at ` 29/ Kg. and alsointroduced monthly sugar mill wise releases from June' 2018 to regulate the quantity ofsugar to be sold in the domestic market. It resulted in healthy recovery of sugar pricesand subsequently in February 2019 based on the economics of the sugar sector MSP forsugar was raised to ` 31/Kg.

Both the Government of UP (GoUP) and the Central Government (GoI) have come forward tohelp the sugar industry to provide financial assistance to pay cane dues maintain sugarprices and take definitive steps to correct the position of surplus sugar stocks in thecountry. These are enumerated hereunder:

- To help the sugar mills to pay the cane dues for the sugar season 2017-18 the GoUPoffered soft term loan for a period of 5 years at a concessional interest rate of 5% p.a.The entitlement of our Company was for ` 364 crore and the same was availed in November2018 and the loan proceeds were used for the payment of cane dues for sugar season2017-18.

- To help payment of cane dues of the Sugar Season 2018-19 the GoI has offeredinterest subvention of 7% for a period of one year on the loans to be arranged throughcommercial banks. The entitlement of such loans to the Company was to the extent of ` 310crore and the Company has fully availed such loans in April / May ‘2019 and paid canedues from the loan proceeds.

- The GoI introduced buffer stock of 3 million tonnes with reimbursement of inventorycarrying cost (finance cost and insurance cost). The buffer stock was introduced witheffect from July '2018 for a period of one year and the share of the company was for 99584MT.

- In order to correct the surplus stock position in the country the Government cameout with a directive to export 5 million tonnes of sugar in the sugar season 2018-19 andprescribed export quotas for all sugar mills for mandatory export. Alongside the GoI alsoprescribed assistance in payment of cane price subject to complying with variousdirectives of Directorate of Food and Public Distribution (DFPD) as well as otherprescribed conditions. Based on the sugar cane crush in the Sugar Season 2018-19 theCompany is expected to have export obligations of around 129465 tonnes and the Company isin the process of fulfilling export obligations of its sugar mills. It is generally feltthat export losses in fulfilling such export obligations will be by and large met byvarious benefits being offered by the GoI towards assistance in cane price and otherfreight subsidies.

Apart from the aforesaid positive interventions by the State and Central Government amajor change has taken place in the form of much increased sugar recovery much aboveindustry average which has helped the Company to rationalize its cost of production ofsugar; it will help the Company to withstand adversarial conditions. The sugar recoveryduring the current season up to March 31 2019 is at 11.73% as compared to 11.24% in thecorresponding period of the previous sugar season. The Company has been able tosubstantially prune down its old term loans and majority of the long-term debtsoutstanding at the year-end have been contracted at concessional rates under variousschemes of the government to provide soft loans. It will help in containing overallfinance cost in future.

Co-generation & Distillery

Co-generation business has earned segment profit of ` 91.11 crore during the year asagainst ` 98.90 crore in the previous year. The operations were conducted satisfactorilywith high plant capacity utilization. The Segment profitability is lower than last yeardue to non-accrual of REC income during the year.

During the year Distillery operations resulted in segment profit of ` 132.71 crore asagainst ` 26.74 crore in the previous year. Better profitability has resulted fromuninterrupted operations as well as due to much lower cost of raw material.

During the year the GoI introduced a ‘Scheme for extending financial assistanceto sugar mills for enhancement and augmentation of ethanol production capacity' underwhich interest subvention @ 6% p.a. or 50% of the rate of interest charged by the bankwhichever is lower on the loans to be extended by bank shall be borne by the GoI.Further instead of conventional C-molasses B-Heavy molasses and cane juice were alsopermitted to be used in the manufacture of ethanol and accordingly higher price ofethanol was specified for B-Heavy molasses and sugar cane juice.

The aforesaid Scheme of the Government may be a game changer and will provideflexibility to the sugar industry to change product mix of sugar and ethanol based uponthe market economics. Pursuant to the above Scheme the Company has set up 160 KLPDDistillery at its sugar unit at Sabitgarh which commissioned in the first quarter of FY20 and is in the process of installing Incineration Boiler at its existing distillery atMuzaffarnagar.

Engineering Business:

The turnover of Gears business has increased by 19% and segment profit by 21%. Duringthe year it has received 11% higher orders (excluding long tenure order) and accordinglyits order book at the year-end is at ` 87.8 crore higher by 5% as compared to previousyear. In addition to above Gears business has got long term orders worth ` 26 crore whichwill be serviced over a period of 2 to 3 years and aggregate such orders in hand are `88.4 crore as at the year end. The aforesaid orders include orders of ` 13.0 crore fromDefence; the Gears Business is actively aligning with ‘Make in India' initiatives forvarious products which have potential of significant volumes in future.

The Water business had been suffering because of lack of steady flow of orders and theposition has largely corrected as the Water business received record orders worth `1030.39 crore (including O&M) during the year and the orders on hand at the year endare at ` 1313.59 crore which is 129% higher than the previous year. The orders receivedduring the year include an order of ` 223.81 crore (excluding O&M) under HybridAnnuity Model for Mathura City under the Namami Gange Programme being undertaken by theNational Mission of Clean Ganga awarded to our wholly owned subsidiary Mathura WastewaterManagement Private Ltd. As a result of satisfactory order position the Company has beenable to achieve much higher turnover of ` 249.15 crore (+42%) and after a gap of 5 yearsit has turned profitable; during the year it has made segment profit of ` 7.33 crore asagainst a loss of ` 13.94 crore in the previous year. Overall both the Engineeringbusinesses are looking up and are on growth trajectory even during period of slowdown inthe capital goods industry.

DIVIDEND

An interim dividend of `30.70 per equity share of `31/- each (70%) was declared andpaid by the Company during the financial year ended on March 31 2019. The Board hasrefrained from declaring any final dividend for the financial year 2018-19 and hence theinterim dividend declared by the Board of Directors is being proposed to be confirmed asthe final dividend for the year. The total dividend for the year involved outgo of ` 21.77crore including dividend distribution tax of ` 3.71 crore.

DIVIDEND DISTRIBUTION POLICY

As per the provision of Regulation 43A of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Company had formulated a Dividend Distribution Policy last year.The said policy was adopted to set out the parameters and circumstances that will be takeninto account by the Board in determining the distribution of dividend to the shareholdersof the Company and to retain profits earned by the Company. The Policy is available on thewebsite 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 anddelivers robust reliable and efficient end-to-end solutions. The higher range –above 30 MW to 100MW – is addressed through GE Triveni Limited a majority heldexclusive Joint Venture with BHGE. The Company holds 21.85% stake in the equityshareholding of TTL. On a consolidated basis TTL has achieved net turnover and profitafter tax (PAT) of ` 839.99 crore and ` 100.23 crore respectively registering an increaseof 12% in turnover and 4% in PAT. The lower increase in profitability is primarily due todevelopment and initial cost of manufacturing series of new products launched during theyear.

The Company has been successfully operating globally and is assisted by internationalsubsidiaries and overseas offices in promoting and marketing the products and services ofthe Company. During the year export sales constituted 47% of the total sales and ordersin hand as on March 31 2019 comprised export orders of ` 361 crore (50% of total orderbook).

Aqwise-Wise Water Technologies Ltd. (Aqwise)

The Company holds 25.04% in the equity capital of Aqwise. As per the audited financialstatements Aqwise has performed much better in the calendar year 2018 with consolidatedturnover increasing by 26% to USD 25.3 million and consolidated net profit at USD 0.1million as against a consolidated loss of USD 0.5 million during the previous calendaryear. During the year Aqwise achieved a total consolidated order booking of USD 39million and the order booking is primarily focused on turnkey projects but the company hasalso secured orders in the area of project packaging and providing professional services.With a strong order booking and carry forward order book the company is expected toregister good growth in the coming years.

Subsidiary Companies

During the year under review the Company has incorporated a new wholly ownedsubsidiary Mathura Wastewater Management Pvt Ltd. (MWMPL) under the Companies Act 2013 onJune 12 2018 as a Special Purpose Vehicle (SPV) for implementation of a project/orderawarded by Yamuna Pollution Control Unit U.P. Jal Nigam Agra (UJN) to the Company for"Development of Sewage Treatment Plants and Associated Infrastructure on HybridAnnuity PPP basis at Mathura Uttar Pradesh" under the Namami Gange Programme interms of the Letter of Award issued by the UJN.

In addition to the above the Company has six wholly owned subsidiaries namelyTriveni Industries Ltd. Triveni Engineering Ltd. Triveni Entertainment Ltd. TriveniEnergy Systems Ltd. Svastida Projects Ltd. and Triveni Sugar Ltd. in which the Companyhad 99.99% equity stake till last year and has become a wholly owned subsidiary during theyear. These Companies are relatively much smaller and there has not been any materialbusiness activities in these companies.

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

MATERIAL SUBSIDIARIES

In accordance with the Regulation 16 of the Listing Regulations none of thesubsidiaries of this Company is a material non-listed subsidiary. The Company hasformulated a policy for determining material subsidiaries. The policy has been uploaded onthe website of the Company at http://www.trivenigroup.com/investor/corporate-governance/policies.html.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of Companies Act 2013 and Indian Accounting Standards(Ind AS) as specified in Section 133 of the Act your Directors have pleasure in attachingthe consolidated financial statements of the Company which form a part of the AnnualReport.

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

DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the financial year ended March 312019 the applicable accounting standards have been followed and there are no materialdepartures;

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

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

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

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

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

CORPORATE GOVERNANCE

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

RELATED PARTY CONTRACTS / TRANSACTIONS

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

All transactions entered into with related parties during the year were in the ordinarycourse of business of the Company and at arms' length basis. The Company has not enteredinto any contract/arrangement/transactions with related parties which could be consideredmaterial in accordance with the Policy of the Company on the materiality of related partytransactions. Form AOC-2 is not attached with this report as there was no such relatedparty transaction for which disclosure in terms of Section 134(3)(h) of the Companies Act2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 is required.

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL

The Company has a risk management policy the objective of which is to lay down astructured framework for identifying potential threats to the organisation on a regularbasis assessing likelihood of their occurrence designate risk owners to continuallyevaluate the emergent risks and plan measures to mitigate the impact on the Company tothe extent possible. The framework and the system are reviewed from time to time toenhance their usefulness and effectiveness. The policy recognizes that all risks in thebusiness cannot be eliminated but these could be controlled or minimized through effectivemitigation measures effective internal controls and by defining risk limits.

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As per the provisions of the Companies Act 2013 (Act) Mr Nikhil Sawhney Directorwill retire by rotation at the ensuing Annual General Meeting (AGM) of the Company andbeing eligible seeks re-appointment. The Board has recommended his re-appointment.

During the period under review with the approval of the shareholders by a specialresolution passed at the last Annual General Meeting held on September 28 2018 Mr TarunSawhney has been re-appointed as Managing Director (designated as Vice Chairman &Managing Director) of the Company for a further period of five years with effect fromOctober 1 2018 on the remuneration and terms and conditions set out in the said specialresolution.

Further the terms of appointment of Mr Shekhar Datta Ms Homai A. Daruwalla and Dr.Santosh Pande Independent Directors were due to expire on March 31 2019 March 31 2019and April 15 2019 respectively. With the approval of the shareholders by three separatespecial resolutions dated March 28 2019 passed through postal ballot all of them havebeen re-appointed as Independent Directors for another terms of five years with effectfrom their respective due dates.

The Board of Directors had on recommendation of the Nomination & RemunerationCommittee appointed Mr3Jitendra Kumar Dadoo as Additional Director in the capacity ofIndependent Director for initial term of three years w.e.f. May 21 2019 subject toapproval of the shareholders.

The Company has received declarations of independence in terms of Section 149 of theAct and also under the Listing Regulations from all the Independent Directors and the samehas been taken on records by the Board of Directors.

As required under the provisions of Section 203 of the Act the Key ManagerialPersonnel namely Vice Chairman & Managing Director CFO and Company Secretarycontinue to hold that office as on the date of this report.

EMPLOYEES STOCK OPTION

There are no outstanding stock options and no stock options were either issued orallotted during the year.

AUDITORS Statutory Audit

M/s S.S. Kothari Mehta & Company (SSKM) Chartered Accountants (FRN: 000756N) wereappointed as Statutory Auditors of the Company at the 81st AGM to hold office for a periodof five consecutive years from the conclusion of that AGM until the conclusion of 86th AGMof the Company to be held in the year32022.

Cost Audit

In terms of the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 and the Companies (Cost Records and Audit)Rules 2014 duly amended Cost Audit is applicable to the Sugar and Gears businesses ofthe Company for the FY 2019-20. The Company has been maintaining cost accounts and recordsin respect of the applicable products. Mr Rishi Mohan Bansal and M/s GSR & AssociatesCost Accountants have been appointed as Cost Auditors to conduct the cost audit of theSugar businesses (including cogeneration and distillery) and Gears business respectivelyof the Company for the FY 2019-20 subject to ratification of their remuneration by theshareholders at the ensuing Annual General Meeting. The Board recommends the ratificationof the remuneration of the Cost Auditors for the FY 20.

COMMENTS ON THE AUDITOR'S REPORT Statutory Audit

The Auditors report for FY 19 does not contain any qualification reservation oradverse remark. Further pursuant to section 143(12) of the Act the Statutory auditors ofthe Company has not reported any instances of fraud committed in the Company by itsofficers or employees the details of which are required to be mentioned in the Board'sReport.

In Para i (c) of Annexure-A to the Auditors Report the auditor has reportedthat in 38 cases having book value of ` 394.60 lakh the title deeds are not held in thename of the Company. The total area of land and cost thereof involved in these cases arenot material. The transfer of land in the name of the Company in few cases could not becompleted on account of certain technicalities/documentary deficiencies which the Companyis trying to resolve to the extent feasible. In certain other cases the transfer processhas not been completed in view of the decision of the Company to dispose of certainparcels of land which are no longer part of its business requirements. However all suchland 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 (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Board appointed M/s SureshGupta & Associates a firm of Company Secretaries in practice to undertake theSecretarial Audit of the Company. The report on secretarial audit is annexed as Annexure-Dto the Board's report. The report does not contain any qualification reservation oradverse remark.

DISCLOSURES

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

AUDIT COMMITTEE

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

VIGIL MECHANISM

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

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

The Company has an Anti-Sexual Harassment Policy in line with the requirements ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Further the Company has complied with the provisions relating to the constitution ofInternal Complaints Committee under the said Act. No compliant was received by theInternal Complaints Committee during FY19.

BOARD MEETINGS

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

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

Notes 6 and 9 of the standalone financial statements of the Company forming part of theAnnual Report provide particulars of the investments made by the Company in the securitiesof other bodies corporate; Notes 8 and 47 provide details of loans advanced; and Note38(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 withthe Companies (Accounts) Rules 2014 are provided in Annexure-E to the Board'sreport.

PARTICULARS OF EMPLOYEES

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

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

MANAGEMENT'S DISCUSSION AND ANALYSIS

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

BUSINESS RESPONSIBILITY REPORT

The Listing Regulations mandate top 500 listed entities based on the marketcapitalization as on March 31 of every financial year the inclusion of the BusinessResponsibility Report as part of the Directors' Report of the Company. While the Companywas not in top 500 listed entities based on the market capitalization as at the end oflast financial year the Company has voluntarily chosen to include such businessresponsibility reports in the prescribed form annexed as Annexure-H to the BoardReport.

SECRETARIAL STANDARDS

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

DEPOSITS

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

DEBENTURES

No debentures were issued during the period under review.

EXTRACTS OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 the extracts of the annual return in theprescribed form is annexed as Annexure-I to the Board's Report and shall be madeavailable on website of the Company i.e. www.trivenigroup.com

SIGNIFICANT AND MATERIAL ORDERS

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

HUMAN RESOURCES

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

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

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

BOARD EVALUATION MECHANISM

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

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

APPRECIATION

Your Directors wish to take the opportunity to express their sincere appreciation toour customers suppliers shareholders employees the Central Uttar Pradesh andKarnataka Governments financial institutions banks and all other stakeholders for theirwhole-hearted support and co-operation.

We look forward to their continued support and encouragement.

For and on behalf of the Board of Directors

Dhruv M. Sawhney
Place : Noida (U.P.) Chairman and Managing Director
Date : May 21 2019 DIN: 00102999


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