Triveni Engineering and Industries Ltd Directors Report.

Your Directors have pleasure in presenting the 83rd Annual Report and audited financial statements 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- Transfer to/ (withdrawn) from molasses storage fund reserve (net) 20.08 (6.14) 20.08 (6.14)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 company have occurred between end of the financial year of the Company to which these financial statements relate and the date of this report.

BUSINESS OPERATIONS AND FUTURE PROSPECTS

Sugar Business:

After achieving an all India production of 32.5 million tonnes in the Sugar Season 2017-18, the estimated production in sugar season 2018-19 is estimated to be at 33 million tonnes, a record production for India, which has resulted in huge surplus of sugar inventory in the country. Under this background of over-hang of sugar stocks, our Sugar business has made segment profit of 79.21 crore as against 115.59 crore in the previous year.

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

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

- To help the sugar mills to pay the cane dues for the sugar season 2017-18, the GoUP offered 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 November 2018 and the loan proceeds were used for the payment of cane dues for sugar season 2017-18.

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

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

- In order to correct the surplus stock position in the country, the Government came out with a directive to export 5 million tonnes of sugar in the sugar season 2018-19 and prescribed export quotas for all sugar mills for mandatory export. Alongside, the GoI also prescribed assistance in payment of cane price subject to complying with various directives of Directorate of Food and Public Distribution (DFPD) as well as other prescribed conditions. Based on the sugar cane crush in the Sugar Season 2018-19, the Company is expected to have export obligations of around 129,465 tonnes and the Company is in the process of fulfilling export obligations of its sugar mills. It is generally felt that export losses in fulfilling such export obligations will be by and large met by various benefits being offered by the GoI towards assistance in cane price and other freight subsidies.

Apart from the aforesaid positive interventions by the State and Central Government, a major change has taken place in the form of much increased sugar recovery, much above industry average, which has helped the Company to rationalize its cost of production of sugar; it will help the Company to withstand adversarial conditions. The sugar recovery during the current season up to March 31, 2019 is at 11.73% as compared to 11.24% in the corresponding period of the previous sugar season. The Company has been able to substantially prune down its old term loans and majority of the long-term debts outstanding at the year-end have been contracted at concessional rates under various schemes of the government to provide soft loans. It will help in containing overall finance cost in future.

Co-generation & Distillery

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

During the year, Distillery operations resulted in segment profit of 132.71 crore as against 26.74 crore in the previous year. Better profitability has resulted from uninterrupted operations as well as due to much lower cost of raw material.

During the year, the GoI introduced a ‘Scheme for extending financial assistance to sugar mills for enhancement and augmentation of ethanol production capacity under which interest subvention @ 6% p.a. or 50% of the rate of interest charged by the bank, whichever 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 also permitted to be used in the manufacture of ethanol and accordingly, higher price of ethanol was specified for B-Heavy molasses and sugar cane juice.

The aforesaid Scheme of the Government may be a game changer and will provide flexibility to the sugar industry to change product mix of sugar and ethanol based upon the market economics. Pursuant to the above Scheme, the Company has set up 160 KLPD Distillery at its sugar unit at Sabitgarh, which commissioned in the first quarter of FY 20 and is in the process of installing Incineration Boiler at its existing distillery at Muzaffarnagar.

Engineering Business:

The turnover of Gears business has increased by 19% and segment profit by 21%. During the year, it has received 11% higher orders (excluding long tenure order) and accordingly its order book at the year-end is at 87.8 crore, higher by 5% as compared to previous year. In addition to above, Gears business has got long term orders worth 26 crore which will 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 from Defence; the Gears Business is actively aligning with ‘Make in India initiatives for various products which have potential of significant volumes in future.

The Water business had been suffering because of lack of steady flow of orders and the position has largely corrected as the Water business received record orders worth 1,030.39 crore (including O&M) during the year and the orders on hand at the year end are at 1,313.59 crore, which is 129% higher than the previous year. The orders received during the year include an order of 223.81 crore (excluding O&M) under Hybrid Annuity Model for Mathura City under the Namami Gange Programme being undertaken by the National Mission of Clean Ganga awarded to our wholly owned subsidiary, Mathura Wastewater Management Private Ltd. As a result of satisfactory order position, the Company has been able to achieve much higher turnover of 249.15 crore (+42%) and after a gap of 5 years, it has turned profitable; during the year, it has made segment profit of 7.33 crore as against a loss of 13.94 crore in the previous year. Overall, both the Engineering businesses are looking up and are on growth trajectory even during period of slowdown in the capital goods industry.

DIVIDEND

An interim dividend of 30.70 per equity share of 31/- each (70%) was declared and paid by the Company during the financial year ended on March 31, 2019. The Board has refrained from declaring any final dividend for the financial year 2018-19 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 21.77 crore, 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 ("Listing Regulations"), 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 taken into account by the Board in determining the distribution of dividend to the shareholders of the Company and to retain profits earned by the Company. The Policy is available on the website of the Company at http://www.trivenigroup.com/ investor/corporate-governance/policies.html.

SUBSIDIARY AND ASSOCIATE COMPANIES PERFORMANCE

Associate Companies

Triveni Turbine Ltd. (TTL)

TTL is engaged in the manufacture and design of steam turbines up to 100 MW and delivers robust, reliable and efficient end-to-end solutions. The higher range – above 30 MW to 100MW – is addressed through GE Triveni Limited, a majority held exclusive Joint Venture with BHGE. The Company holds 21.85% stake in the equity shareholding of TTL. On a consolidated basis, TTL has achieved net turnover and profit after tax (PAT) of 839.99 crore and 100.23 crore respectively registering an increase of 12% in turnover and 4% in PAT. The lower increase in profitability is primarily due to development and initial cost of manufacturing series of new products launched during the year.

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

Aqwise-Wise Water Technologies Ltd. (Aqwise)

The Company holds 25.04% in the equity capital of Aqwise. As per the audited financial statements, Aqwise has performed much better in the calendar year 2018 with consolidated turnover increasing by 26% to USD 25.3 million and consolidated net profit at USD 0.1 million as against a consolidated loss of USD 0.5 million during the previous calendar year. During the year, Aqwise achieved a total consolidated order booking of USD 39 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. With a strong order booking and carry forward order book, the company is expected to register good growth in the coming years.

Subsidiary Companies

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

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

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

MATERIAL SUBSIDIARIES

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, 2019, the applicable accounting standards have been followed and there are no material departures;

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

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

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

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

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

CORPORATE GOVERNANCE

In accordance with the Listing Regulations, a separate report on Corporate Governance is given in Annexure-B along with the 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 well laid out mechanism as well as through external agencies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

During the period under review, with the approval of the shareholders by a special resolution passed at the last Annual General Meeting held on September 28, 2018, Mr Tarun Sawhney 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 from October 1, 2018 on the remuneration and terms and conditions set out in the said special resolution.

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, 2019 and April 15, 2019 respectively. With the approval of the shareholders by three separate special resolutions dated March 28, 2019 passed through postal ballot, all of them have been re-appointed as Independent Directors for another terms of five years with effect from their respective due dates.

The Board of Directors had, on recommendation of the Nomination & Remuneration Committee, appointed Mr3Jitendra Kumar Dadoo as Additional Director in the capacity of Independent Director for initial term of three years w.e.f. May 21, 2019, subject to approval of the shareholders.

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.

AUDITORS Statutory Audit

M/s S.S. Kothari Mehta & Company (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 year32022.

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 2019-20. 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 2019-20, 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 20.

COMMENTS ON THE AUDITORS REPORT Statutory Audit

The Auditors report for FY 19 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 38 cases having book value of 394.60 lakh, the title deeds are not held in the name of the Company. The total area of land and cost thereof involved in these cases are not material. The transfer of land in the name of the Company in few cases could not be completed on account of certain technicalities/documentary deficiencies, which the Company is trying to resolve to the extent feasible. In certain other cases, the transfer process has not been completed in view of the decision of the Company to dispose of certain parcels of land, which are no longer part of its business requirements. However, all such land continues to remain in the possession of the Company.

Secretarial Audit

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

DISCLOSURES

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

AUDIT COMMITTEE

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

VIGIL MECHANISM

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

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

The Company has an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. 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 FY19.

BOARD MEETINGS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE 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 47 provide details of loans advanced; and Note 38(v) provides details of guarantee given by the Company.

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

The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are provided in Annexure-E 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-F 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-G 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 500 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. While the Company was not in top 500 listed entities based on the market capitalization as at the end of last financial year, the Company has voluntarily chosen to include such business responsibility reports in the prescribed form annexed as Annexure-H 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-I 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/corporategovernance/policies.html.

BOARD EVALUATION MECHANISM

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

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

APPRECIATION

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

We look forward to their continued support and encouragement.

For and on behalf of the Board of Directors

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