Triveni Engineering and Industries Ltd Directors Report.

Your Directors have pleasure in presenting the 84th Annual Report and audited financial statements for the Financial Year (FY) ended March 31, 2020.

FINANCIAL RESULTS

Standalone Consolidated
2019-20 2018-19 2019-20 2018-19
Revenue from operations (Gross) 442357.18 315156.34 443663.22 315173.69
Operating Profit (EBITDA) 57283.31 37668.07 57944.71 37251.70
Finance cost 7931.70 6798.78 7933.13 6798.71
Depreciation and Amortisation 7489.12 5695.14 7489.12 5695.14
Profit before exceptional items & tax 41862.49 25174.15 42522.46 24757.85
Exceptional Items 282.04 2034.85
Profit before Tax ( PBT) 42144.53 27209.00 42522.46 24757.85
Tax Expenses 9396.01 5152.65 11049.25 5152.65
Profit after Tax ( PAT), before Share of Net Profit of Associates 32748.52 22056.35 31473.21 19605.20
Share of net profit of Associates 2038.61 2022.85
Profit for the year 32748.52 22056.35 33511.82 21628.05
Other comprehensive income (net of tax) (96.19) (137.34) (282.35) (41.01)
Total comprehensive income 32652.33 21919.01 33229.47 21587.04
Earning per equity share of 1 each (in ) 13.01 8.55 13.32 8.39
Retained Earnings brought forward 25093.73 5371.58 30599.11 9774.25
Appropriation:
- Equity Dividend (including dividend distribution tax) 3288.03 2176.78 3288.02 2176.77
- Transfer to/ (withdrawn) from molasses storage fund reserve (net) (75.65) 20.08 (75.65) 20.08
- Share of associates - buyback adjustments during the year - -- -- (1537.69)
Retained earnings carried forward 54533.68 25093.73 60790.80 30599.11

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

PERFORMANCE RESULTS

During the year, the Company has achieved record results in terms of both turnover and the profitability. Turnover is 40% higher at ›4423.57 crore with PAT of ›327.48 crore, which is 48% higher than the previous year. About 78% of the turnover has been contributed by Sugar Business, 10% by Co-generation and Distillery and 12% by the Engineering Business and others. It is heartening to note that the profitability of all the businesses has significantly improved over the previous year barring Co-generation, which is down by 42% in view of a steep downward revision of power tariff applicable from the beginning of the year.

BUSINESS OPERATIONS AND FUTURE PROSPECTS COVID-19

The world has witnessed one of the worst pandemic, COVID-19, which has brought about most unprecedented public health and socio-economic crisis in our lifetime across the globe. In India, the spread of COVID-19 started in February-March 2020 and accordingly, initial lockdown was ordered for a period of 21 days by MHA vide its Order dated March 24, 2020 and further extended it with progressive relaxations.

Our sugar, cogeneration and distillery operated uninterruptedly as these were categorized as essential goods/services. There were serious supply chain challenges but these were addressed with the full cooperation from our supply chain partners and with the prompt help from the UP State Government and the Central Government to tide over all impediments. In view of grave shortage of hand sanitizers, our Distillery Division set up facilities to produce hand sanitizers in a short span. Our company supplied hand sanitizers "GermCare" free of cost to the District Administrations and various bodies in the regional ecosystem.

Our Gear manufacturing facility at Mysore and the project sites of the Water Business were also required to be closed down due to lockdown. However, the Gear facility partially resumed operations in the third week of April 2020 and has now almost ramped up to normal strength. Water business resumed operations in the second week of May 2020 and presently, most of the project sites are operational.

In respect of the Sugar Business, the sugar demand had softened due to decline in institutional demand owing to closure of factories of the institutional buyers, sweet shops, restaurants, hotels etc. With the gradual relaxation of the lockdown, it is expected that the normal consumption will be restored within few months. However, our Company has not been much affected in view of substantial export of sugar undertaken by us during this period. Further, in view of steep decline in fuel consumption during the period of lockdown, Ethanol supplies to OMCs were impacted but with the help of Oil Marketing Companies, certain other depots were allotted to us and accordingly, our distillery continued to operate at full capacity.

In the engineering business, manufacturing activities have started towards fulfilment of orders in hand. Supply chains are in the process of getting normalized. We have not experienced any major instances of deferment or cancellation of existing orders and the initial feedback from customers does not indicate any significant likelihood. It is, however, premature to assess when the orders booking momentum will be restored as it is dependent on how the pandemic is controlled and also on the revival of economic activities in the relevant geographies we operate in – domestic as well as global.

Safety of our employees is paramount. Apart from working from home, wherever feasible, we are complying with all the prescribed guidelines relating to basic preventive measures in respect of employees and visitors, cleaning and sanitisation of offices, curtailing non-essential travel and dealing with any suspect cases.

The liquidity position of the Company is healthy and it is fully capable of servicing its debt obligation. The going concern nature of any of our businesses has not been vitiated and we do not foresee any material impairment of assets or events of non-fulfilment of contractual obligation by a third party impacting the Company in any material manner.

It is an unprecedented situation which needs to be managed with positivity, hope and resilience. We are fortunate that major part of our business is not expected to be significantly impacted due to the pandemic.

Sugar Business:

Sugar Business has achieved 52% increase in turnover at › 3858.11 crore in the current year with segment profit of ›302.53 crore which is 282% higher than the previous year. Higher recoveries, cost efficiencies and optimum capacity utilisation have contributed to increased profitability.

After achieving sugar production of 33 million metric tonnes (MMT) in sugar season 2018-19, all India production is expected to plummet to 27 MMT in the sugar season 2019-20 (October –September), with major reduction occurring in Maharashtra and Gujarat due to wide spread drought during the plantation period and excessive rains during the growth stage. Against sugar inventories of 14.6 MMT at the opening of the season, we are likely to end the season with 11.6 MMT. Based on present forecasts, we expect a production of 30+ MMT in the sugar season 2020-21 with a marginal increase in consumption.

During the year, we produced raw sugar for export purposes and our total exports during the year are 274,449 MT, comprising 179,302 MT pertaining to Maximum Admissible Export Quota (MAEQ) of sugar season 2019-20. In the sugar season 2019-20, we produced B-Heavy molasses to the extent of 172633 MT which has enabled us to divert 37004 MT of sugar for the production of ethanol. Sizeable exports and production of B-heavy molasses have helped us to moderate our working capital requirements and consequently, sugar inventories held by us at the year-end are 15% less than the previous year. The management of working capital is extremely critical as surplus production in the country over consumption will have the effect of higher sugar inventories to be held by sugar mills.

As against planned MAEQ of 6 MMT, it is expected that actual exports would be more than 5.5 MMT despite disruption of port activities during the lockdown period. It is a commendable achievement and the export programme would need to be carried forward unabated in the coming sugar season as well, especially in view of estimated high production in sugar season 2020-21.

The cane price remained unchanged from last year level and the Central Government provided 7% interest subvention for a period of one year on loans from commercial banks to be used for the payment of cane dues of SS 2018-19. Our Company had availed loans of ›310 crore under this scheme. The industry is thankful to the UP Government as well as to the Central Government for their timely help and assistance due to which sugar industry has been able to counter challenging conditions.

The most important factor, which has led to improvement in profitability of the Sugar Business, is the increased recovery. There has been an increase of recovery by 18 basis points during the current season after adjusting the final recovery with sugar lost in the production of B-Heavy molasses. It has immensely helped the Company to reduce cost of production and to be competitive even under the challenging conditions.

Co-generation & Distillery

Co-generation business has earned segment profit of ›53.24 crore during the year as against ›91.11 crore in the previous year. The decline in profitability is mainly due to the reduction in power tariff by ~ ›2/unit commencing from April 1, 2019. The operations were otherwise conducted satisfactory with high plant capacity utilization.

During the year, Distillery operations resulted in segment profit of › 110.55 crore as against › 132.71 crore in the previous year. The profits are lower due to increase in transfer price of molasses as per market trends. The current year results include the profitability from the second Distillery, which was commissioned during the year.

During the year a new distillery with a capacity of 160 KLPD was set up at the sugar unit located at Sabitgarh. Further, an incineration boiler was installed at the existing distillery. Total capital cost of ›227.76 crore was incurred for the aforesaid projects till FY 20 and these were funded by debt of ›176.93 crore. As per the Government Scheme "Scheme for Extending Financial Assistance to Sugar Mills for Augmentation of Ethanol Production Capacity", the Company is entitled to interest subvention of 6% or 50% of the rate of interest charged by the bank, whichever is lower. The commercial production of the new distillery started in Q1 FY 20 and it had attained normal production in Q2 FY 20.

Engineering Business:

Turnover of the Gears Business has increased by 16% to ›154.22 crore and the segment profits have increased by 27% to ›48.54 crore. Gears Business has achieved 9% increase in the turnover in OEM segment and 28% increase in turnover in Retro segment. The total order book at the year end, executable in FY 21, is at ›93.81 crore as against ›101.28 crore as on March 31, 2019. Gears Business would also be carrying long tenure orders of ›58.15 crore which will be executed after FY 21. Order booking during the year was affected due to low booking in Q4 FY20 in view of COVID-19 impact.

During the year, Gears Business has expanded its business in "Built to Print" segment for manufacturing wind gears and high-speed gears for compressors, etc., from domestic and global OEMs. Further, it is actively engaged in offering indigenous solutions for engineered defence equipment with Navy, Coast Guard, Shipyards and other Naval establishments, to align with major upcoming projects with indigenous design or with technology transfer from global majors.

Water Business achieved 18% higher turnover at › 292.87 crore with segment profit of ›13.49 crore, which is 84% higher than the previous year. On a consolidated basis, including the performance results of the wholly owned subsidiary, Mathura Wastewater Management Pvt Limited, it achieved a turnover of ›305.93 crore with segment profit of ›24.01 crore. Order booking during the year has been muted as the orders from municipalities and other government authorities remained subdued due to election activities at the center level as well as at several states, and other disruptions, and finally, the last quarter was impacted due to COVID-19.

DIVIDEND

An interim dividend of › 1.10 per equity share of › 1/- each (110%) was declared and paid by the Company during the financial year ended on March 31, 2020. The Board has refrained from declaring any final dividend for the financial year 2019-20 and hence, the interim dividend declared by the Board of Directors is being proposed to be confirmed as the final dividend for the year. The total dividend for the year involved outgo of ›32.88 crore, including dividend distribution tax of ›5.61 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 ("Listing Regulations"), the Company had formulated a Dividend Distribution Policy. The said policy was adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to the shareholders of the Company and to retain profits earned by the Company. The Policy is available on the website of the Company at http://www.trivenigroup.com/investor/corporate-governance/ policies.html.

SUBSIDIARY AND ASSOCIATE COMPANIES PERFORMANCE Associate Companies

Triveni Turbine Ltd. (TTL)

TTL is engaged in the manufacture and design of steam turbines up to 30 MW and delivers robust, reliable and efficient end-to-end solutions. The higher range – above 30 MW to 100MW – is addressed through GE Triveni Limited, a majority held exclusive Joint Venture with GE. The Company holds 21.85% stake in the equity shareholding of TTL. On a consolidated basis, TTL has achieved a net turnover and profit after tax (PAT) of ›817.87 crore and ›121.78 crore respectively, the profitability is higher than last year by 22% despite slightly lower turnover by 3% due to improvement in margin and lower tax charge. The operations and despatches of the Company were impacted during the last quarter due to the outbreak of COVID-19.

The Company has established itself as an international player and during the year, exports constituted 48% of the total turnover.

Aqwise-Wise Water Technologies Ltd. (Aqwise)

The Company holds 25.04% in the equity capital of Aqwise. As per the unaudited financial statements, Aqwise has performed much better in the calendar year 2019 with consolidated turnover increasing by 25% to USD 32 million with consolidated profit of USD 0.16 million. During the year, Aqwise achieved a total consolidated order booking of USD 30 million and the order booking is primarily focused on turnkey projects but the company has also secured orders in the area of project packaging and providing professional services. Due to the COVID-19 pandemic, the Companys operations and order bookings have been affected since March 2020 and this may have significant impact on its performance- both in terms of order booking and order execution in the current year even though it has a strong carry forward order book.

Subsidiary Companies

The Company has seven wholly owned subsidiaries as detailed in Annexure-A. All these companies except Mathura Wastewater Management Private Limited (MWMPL), are relatively much smaller and there has not been any material business activities in these companies. MWMPL is engaged in "Development of Sewage Treatment Plants and Associated Infrastructure on Hybrid Annuity PPP basis at Mathura Uttar Pradesh" under the Namami Gange Programme. During the year under review, MWMPL achieved revenue and profitability (PBT) of ›112.54 crore and ›10.27 crore respectively.

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

Financial Statements including consolidated financial statements and the audited accounts of each of the subsidiary are available on the Companys website www.trivenigroup.com.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the financial year ended March 31, 2020, the applicable accounting standards have been followed and there are no material departures;

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

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

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

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

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

BUYBACK OF EQUITY SHARES

Pursuant to the approval of the Board on June 3, 2019, your Company completed buyback of 1,00,00,000 fully paid-up equity shares of the face value of ›1/- each of the Company for an aggregate amount of › 100,00,00,000/- (Rupees One hundred crore only) (excluding transaction costs), being 9.15% of the aggregate of the Companys paid-up capital and free reserve (including securities premium) based on the consolidated financial statements at a price of 3 100/- per equity share in August 2019. The buyback was made from all existing shareholders of the Company as on June 19, 2019, being the record date for the purpose, on a proportionate basis under the tender offer route in accordance with the provisions contained in the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 and the Companies Act, 2013 and rules made thereunder. The shares accepted under the buyback have been extinguished and the paid-up equity share capital of the Company has been reduced to that extent.

CORPORATE GOVERNANCE

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

RELATED PARTY CONTRACTS / TRANSACTIONS

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

All transactions entered into with related parties during the year were in the ordinary course of business of the Company and at arms length basis. The Company has not entered into any contract/arrangement/transactions with related parties which could be considered material in accordance with the Policy of the Company on the materiality of related party transactions. Form AOC-2 is not attached with this report as there was no such related party transaction for which disclosure in terms of Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is required.

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the period under review, the Board of Directors has, subject to approval of the shareholders by a special resolution and other requisite approvals, re-appointed Mr Dhruv M. Sawhney as Managing Director (designated as Chairman and Managing Director) of the Company for another terms of five years with effect from March 31, 2020. Further, as per the provisions of the Companies Act, 2013 (‘Act), Mr 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 and remuneration at the ensuing AGM.

With the approval of the shareholders by a special resolution passed at the last AGM held on September 27, 2019, Mr3Sudipto Sarkar was re-appointed as an Independent Director of the Company for another terms of five years with effect from September 14, 2019. At the said AGM, the shareholders also approved the appointment of Mr Jitendra Kumar Dadoo as an Independent Director of the Company for a term of three years with effect from May 21, 2019.

Lt Gen K.K.Hazari (Retd), Non-Executive Independent Director resigned from the directorship of the Company with effect from November 8, 2019 and the Boards Committees of which he was a member viz. Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee due to health reasons. Dr. F.C. Kohli, Non-Executive Independent

Director also resigned from the directorship of the Company with effect from January 24, 2020 due to advancing age. There was no other material reasons for their resignations. The Board places on record its highest appreciation for the valuable guidance provided by Gen. Hazari and Dr. Kohli during their respective tenures as Directors of the Company.

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

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

EMPLOYEES STOCK OPTION

There are no outstanding stock options and no stock options were either issued or allotted during the year under ESOP 2009 and TEIL ESOP 2013. Further, the ESOP 2009 come to an end on the expiry of 10 years from the date of institution of the Scheme.

AUDITORS Statutory Audit

M/s S.S. Kothari Mehta & Co. (SSKM), Chartered Accountants (FRN: 000756N) were appointed as Statutory Auditors of the Company at the 81st AGM to hold office for a period of five consecutive years from the conclusion of that AGM until the conclusion of 86th AGM of the Company to be held in the year 2022.

Cost Audit

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 duly amended, Cost Audit is applicable to the Sugar and Gears businesses of the Company for the FY 2020-21. The Company has been maintaining cost accounts and records in respect of the applicable products. Mr Rishi Mohan Bansal and M/s GSR & Associates, Cost Accountants have been appointed as Cost Auditors to conduct the cost audit of the Sugar businesses (including cogeneration and distillery) and Gears business respectively of the Company for the FY 2020-21, subject to ratification of their remuneration by the shareholders at the ensuing Annual General Meeting. The Board recommends the ratification of the remuneration of the Cost Auditors for the›FY›21.

COMMENTS ON THE AUDITORS REPORT Statutory Audit

The Auditors report for FY 20 does not contain any qualification, reservation or adverse remark. Further pursuant to section 143(12) of the Act, the Statutory auditors of the Company has not reported any instances of fraud committed in the Company by its officers or employees, the details of which are required to be mentioned in the Boards Report.

In Para i (c) of Annexure-A to the Auditors Report, the auditor has reported that in 18 cases, land having book value of ›109.67 lakh, the title deeds are not held in the name of the Company. Out of 38 cases having book value of ›394.60 lakh reported last year by the auditors, significant number of cases have been regularized during the year. The total area of land and cost thereof involved in remaining cases are not material. In few cases, the transfer of land in the name of the Company could not be completed on account of certain technicalities/ documentary deficiencies, which the Company is trying to resolve to the extent feasible. For balance land, the Company would endeavour to carry out further regularisation.

Secretarial Audit

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

DISCLOSURES

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

The composition of the CSR Committee and Annual Report on CSR activities during FY 20, 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 Audit Committee is provided in the Corporate Governance Report that forms part of this Annual Report.

VIGIL MECHANISM

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

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

The Company has an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the said Act. No compliant was received by the Internal Complaints Committee during FY20.

BOARD MEETINGS

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

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

Notes 6 and 9 of the standalone financial statements of the Company forming part of the Annual Report provide particulars of the investments made by the Company in the securities of other bodies corporate; Notes 8 and 48 provide details of loans advanced; and Note 39(v) provides details of guarantee given by the Company.

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

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

MANAGEMENTS DISCUSSION AND ANALYSIS

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

BUSINESS RESPONSIBILITY REPORT

The Listing Regulations mandate top 1000 listed entities based on the market capitalization as on March 31 of every financial year the inclusion of the Business Responsibility Report as part of the 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 Companies Act, 2013.

DEBENTURES

No debentures were issued during the period under review.

EXTRACTS OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extracts of the annual return in the prescribed form is annexed as Annexure-J to the Boards Report and shall be made available 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 or tribunal impacting the going concern status and Companys operations in future.

HUMAN RESOURCES

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

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

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

BOARD EVALUATION MECHANISM

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

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

APPRECIATION

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

We look forward to their continued support and encouragement.

For and on behalf of the Board of Directors
Dhruv M. Sawhney
Place: New Delhi Chairman and Managing Director
Date : June 17, 2020 DIN: 00102999