triveni turbine ltd Directors report

Directors Responsibility Statement

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

a) In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures;

b) They have selected such accounting policies and applied them consistently and made 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) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

f) They 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 Listing Regulations, a separate report on Corporate Governance is given in Annexure B along with the Auditors Certificate on its compliance in Annexure C to the Boards 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. The Company strives to enter in to related party transactions on a commercial and arms length basis in order to optimize the overall resources of the group.

During the year, all transactions with related parties were in the ordinary course of business on an arms length basis.

According to the Companys policy on the materiality of related party transactions, the Company had not entered into any contract/arrangement/transaction with related parties that may be considered material. This Report does not include Form AOC-2 since there was no related party transaction that required disclosure under Section 134(3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Risk Management Policy and Internal Financial Control

The Board of Directors of the Company have formed a Risk Management Committee to assess the risks faving the business and the mitigation measures taken thereof. Implementation of the Enterprise Risk Management (ERM) Framework & Policy that has been aligned with the regulatory requirements is being monitored and adhered to. The Company has ensured this implementation in tiered approach, with the Risk Management Committee reviewing the same every six months. Second level of scrutiny of the risk management system of the Company is undertaken by the management committee that reviews enterprise risks every quarter. Order-related risks are reviewed monthly and all operational risks are assessed, addressed and monitored in real-time.

In order to improve risk management process maturity, special emphasis was placed on risk competency development and data-driven approach to risk management. Baseline measurement of the severity of enterprise risks identified and effectiveness of risk control measures is established.

As required under Section 134 (5) (e) of Act, 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, identify and minimize leakages and wastages, and to detect and prevent frauds and errors. There is an inbuilt mechanism through self- certification, periodic testing and internal audit to ensure that all controls are working effectively.

Directors and Key Managerial Personnel (KMP)

As per the provisions of the Act, Mr. Dhruv M Sawhney (DIN:00102999) and Mr. Tarun Sawhney (DIN: 00382878) retire by rotation at the ensuing Annual General Meeting (AGM) of the Company.

During the year under review, the Board has on the recommendation of Nomination and Remuneration Committee re-appointed Mr. Arun Prabhakar Mote (DIN: 01961162) as Executive Director for a period of two years w.e.f. November 01, 2022 and his re-appointment was approved by the shareholders by way of Postal Ballot.

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

same have been taken on record by the Board of Directors. As required under the provisions of Section 203 of the Act, the Key Managerial Personnel, namely, the Chairman & Managing Director, the Vice Chairman & Managing Director, the Executive Director, the Vice President & CFO and the Company Secretary continue to hold that office as on the date of this report.

Board Evaluation Mechanism

Pursuant to the provisions of Act and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, those of individual Directors, as well as, of its committees. The evaluation criteria as defined in the Nomination and Remuneration Policy of the Company, covered various aspects of the Board, such as composition, performance of specific duties, obligations and governance. The performance of individual Directors was evaluated on parameters, such as number of meetings attended, contribution made in the discussions, contribution towards formulation of the growth strategy of the Company, independence, application of judgement, 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 have expressed their satisfaction with the evaluation process.

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 Act, and the Listing Regulation has been uploaded on the website of the Company at http://www. triveniturbines.com/key-policies. The remuneration paid to the Directors is as per the terms laid out in the policy.

Board Meetings

During the year, six (6) Board Meetings were held, the details of which are given in the Corporate Governance Report that forms part of the Boards Report. The maximum interval between the two meetings did not exceed 120 days as prescribed in the Act, and the Listing Regulations.

Statutory Auditors and Audit Report

M/s Walker Chandiok & Co LLP (ICAI Firm Registration No.001076N)/N500013 (WCC), were re-appointed as Statutory Auditors of the Company at the 27th AGM to hold office for another term of five consecutive years until the conclusion of 32nd AGM of the Company, which will be held in the year 2027.

The Auditors report for FY 23 does not contain any qualification, reservation or adverse remark. Further pursuant to Section 143(12) of the Act, the Statutory auditors of the Company have not reported any instances of fraud committed in the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

Cost Auditor

In terms of the provisions of Section 148 of the Act, 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. The Company has been maintaining cost accounts and records in respect of applicable products. M/s J.H & Associates, Cost Accountants, Bengaluru have been appointed as the Cost Auditors to conduct the cost audit of your Company for the FY 24. The Board recommends the ratification of the remuneration to the Cost Auditors.

Secretarial Auditor

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

Corporate Social Responsibility (CSR)

A CSR policy formulated by the CSR committee, is available on the Companys website at http://www.triveniturbines. com/key-policies. The composition of the CSR Committee and Annual Report on CSR Activities during FY 23 as recommended by the CSR Committee and approved by the Board is provided in Annexure E to the Boards Report.

Audit Committee

The composition of the 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 to oversee genuine concerns expressed by the employees and other directors. The Company has also provided adequate safeguards against victimisation 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 concerned with the interests of the employees and the Company. The policy has been 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 an Anti-Sexual Harassment policy in line with the requirements of Sexual Harassment of Women at The Workplace (Prevention, Prohibition and Redressal) Act 2013. The Internal Complaint Committee (ICC) has been set up to address complaints received regarding sexual harassment. During the period under review, no complaint was received by the ICC.

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

Note 5 of the standalone financial statements of the Company included in the Annual Report, provides the particulars of the investments made by the Company in the security of other corporate bodies and note 35 of the standalone financial statements of the Company included in the Annual Report, provides the particulars of the guarantees given by the Company. The Company has not given any loans nor provided any security in connection with a loan to any corporate body or person.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars required under Section 134(3) (m) of the Act, read with the relevant rules, are provided in Annexure F to the Boards Report.

Particulars of Employees

The information as required under Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure G to the Boards 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 Boards Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to all the members of the Company, excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company, up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Employees Stock Option

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

Managements discussion and Analysis

In terms of provisions of Regulation 34 of the Listing Regulations, the Managements discussion and analysis is detailed out in this Annual Report.

Business Responsibility and Sustainability Report (BRSR)

The Listing Regulations mandate top 1000 listed entities based on the market capitalization as on March 31 of every financial year, to include the BRSR as part of the Directors Report of the Company. The report in the prescribed form is annexed as Annexure I to the Board Report.

Secretarial Standards

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

Deposits

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

Annual Return

The Annual Return of the Company for the financial year 2022-23 is available on the Companys website at www. triveniturbines.com

Significant and material orders/general disclosures

There are no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and the Companys future operations. During the year under review, neither any application was made nor any proceedings is pending against the Company under the Insolvency and Bankruptcy Code, 2016. Further, there was no instance of one-time settlement with any bank or financial institution.

Human Resources

We always believe that people are the key for TTLs growth and success. New & upcoming technologies will evolve continuously, new ways of conducting business will emerge and yet it is the employees that drive the innovation, execution to enable success across this journey of growth. We continue to invest in the development and well-being of our employees as it is crucial for our business to thrive in todays competitive landscape. We recognize the value of our people and provide them with opportunities for growth and advancement. We believe in building a strong, resilient and well-informed workforce that will help us achieve sustainable success.

The integration of organizational growth with employees aspirations is the key to building a resurgent workforce. When peoples aspirations are aligned with the growth trajectory of the organization, they feel a sense of ownership and pride in their work. As a result, they are more engaged, committed, and motivated to work towards the companys goals. As an organization, we understand the aspirations of our people and have defined initiatives to address them through training, mentorship, and growth opportunities, thereby creating a culture of learning and growth. Innovation, creative ideas and new dimensions are supported to enhance productivity, enrich customer experience to accomplish organizational growth. The continuing focus on fostering a high performing culture and building competencies for the present and future has supported in adapting to the changing business scenario.

Our employee-related processes spanning across talent acquisition, talent development, talent management, and talent retention has been pivotal in enhancing the employee experience and knowledge. The continuing focus on fostering a high performing culture and building competencies for the present and future has supported in adapting to the changing business scenario. While attracting talent from outside is helping in getting "outside-in" perspective, development of existing workforce strengthens us to build flexible, agile and future ready workforce.

We have strengthened our campus connect initiative with premium institutes like 11 Sc & IITs. These institutes are known for their cutting-edge research, innovation, and industry partnerships. By collaborating with them, we will gain access to the latest technological advancements, insights, and best practices. The robust training for the fresh graduate engineers further compliments the creation of resource pipeline for future. The campus connect program will also help build a strong brand image for the organization, making it an

attractive place for both customers and future employees. By leveraging the expertise and resources of premium institutes through campus connect initiatives, we are building a strong foundation for our technology initiatives that will consequently lead to a competitive edge in the market.

In the world of hyper-connectivity and information overload, the company understands that the purpose of training is to increase learnability. Introduction of self- paced learning platform to encourage learning, experience sharing forums, teach-back sessions, etc. is aimed at stimulating the learning culture. We continue with our efforts to Connect, Communicate, and engage with employees to enhance the employee experience as it will enable high-performing teams to cope with the VUCA world is a prime focus for the company. Development, engagement, and successful talent development through constant re-skilling and upskilling of employees, as well as building the leadership bench and creating a talent pipeline for the future, are critical to the growth ambitions of the Company.

Appreciation

Your directors wish to take this opportunity to express their sincere appreciation to all the stakeholders, customers, suppliers, shareholders, employees, the Central Government, the Karnataka Government, financial institutions, banks and all other business associates for their whole-hearted support and co-operation. We look forward to their continued support and encouragement.

Annexure-A

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES /ASSOCIATE COMPANIES/JOINT VENTURES