Triveni Turbine Ltd Directors Report.

Your Directors have pleasure in presenting the 23rd Annual Report and audited financial statements for the financial year ended March 31, 2018.

Financial Results

(Rs in Millions)



Revenue from operations (Gross)



Operating Profit (EBITDA)



Finance Cost



Depreciation & amortisation



Profit before exceptional items & tax



Exceptional Items



Profit before tax (PBT)



Tax expenses



Profit after Tax (PAT)



Other Comprehensive income (net of tax)



Total Comprehensive income



Earning per equity share of 1 each (in )



Retained earnings brought forward





- Equity dividend (including dividend distribution tax)*



- Transfer to General Reserves



Retained earnings carried forward



* including proposed final dividend of the previous year which was paid during the year.

With the plough back of profitability of 504.48 million during the year in the Retained Earnings, Other Equity stands at

4131.53 million and the net worth of the Company is 4461.50 million as on 31.3.18.

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

Business Operations

The performance may be considered satisfactory given the subdued business conditions in the domestic and international market and various key positives achieved by the Company.

During the year, the Company has achieved 18% higher order intake, over the previous year. This has been made possible through effective marketing and focus on key markets, and our international offices have played a pivotal role in achieving the target. A healthy carry forward order book, higher by 12% over the previous years, forms the basis for an expected improved performance during the next financial year. Further, world class new manufacturing facility has been set up which will help the Company in quality improvement, shortening delivery lead time, manufacturing turbines of higher range and making available capacity to meet higher demand.

The order booking in the domestic market during the year was almost at the same level as the previous year. There are some early signals of moderate improvement in the domestic market of under 30 MW in the last quarter of the year. This may be due to gradual wearing of the effects of demonetisation and GST. New enquiry generation during the current year has been good with an increase of 7 percent over last year.

The order booking in the international market was higher by 44% over the previous year and the trend of order booking continues to be encouraging till the date of the report. During the year, the business buoyancy was not broad based but was limited to only a few select regions showing spurts of growth, but our Company has consciously broad based our offerings over a wider geography, thereby minimising the risk of overdependence on few geographies. The Company has consciously also focused efforts on high potential pockets for growth in identified areas.

In order to maintain sustainable revenue growth in near future, the Company has focused to strengthen the marketing organisation with competent professionals, clear accountability and targets. Necessary investments have been made in product development and marketing set-up in India and for foreign subsidiaries. The benefits of these investments is expected to be reflected in the future operations.

Despite subdued business conditions, the aftermarket business has shown good growth of 14%. The activity level in the domestic market has picked up steam and has seen a steady growth in enquiry generation. Driven by our persistent efforts in the domestic market in several key sectors, we could persuade customers for improvements and upgrades on their existing steam turbines. Building up on the past efforts in setting up global offices and ensuring close proximity to our customer base, the Company is actively pursuing new enquiries with a view to grow international aftermarket business. The Company has already seen a build-up in sentiment in select export markets.

A robust R&D is at the core of our strategy to benchmark against the global leaders and narrow any gap that may exist in product performance and competitiveness, without sacrificing on cost competitiveness and our unique ability of delivering against aggressive timelines. The Company strives to build on its leadership position in industrial steam turbines by providing a value proposition to customers – technically effcient products and world class service backed by technology.


The Board has in its meeting held on November 08, 2017 declared an Interim dividend of 45% (Rs 0.45 per equity share). Further, the Board of Directors have recommended a final dividend of 55% (Rs 0.55 per equity share) for the financial year ended March 31, 2018 and consequently, the total equity dividend for FY 18 amounts to 1.00 per equity share (100%) and the total outgo including for the proposed final dividend for the FY 18, is 397.50 million (including dividend distribution tax) versus 476.58 million (corresponding to 120 % dividend) in the previous year.

Dividend Distribution Policy

As per the provision of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (Listing Regulations), the top 500 listed companies, based on Market Capitalisation shall formulate a Dividend Distribution Policy (Policy). Accordingly, the Policy was adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to the shareholders of the Company and to retain profits earned by the Company. The Policy is available on the web site of the Company at http://www.triveniturbines. com/key-policies.


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

The performance of GETL for the current year has not been satisfactory due to deferment of some high value despatches to next year as per requirement of the customers. The loss after tax during the year is at 69.05 million, mainly on account of low turnover and increase in expenses. However, based on the enquiry levels, it is expected that GETL will be able to secure more orders and scale up its activities and make its presence felt in the segment it is operating.

The wholly owned foreign subsidiaries are expanding their foot prints and presence in their respective regional territories. This international structures are providing strong marketing support for product order booking and aftermarket services.

In accordance with Regulation 16 of Listing Regulations, none of the subsidiaries 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

Consolidated Financial Statements

In accordance with Section 136 of the Companies Act, 2013 and Regulation 34 of the Listing Regulations read with other applicable provisions, your Directors have attached the Consolidated Financial Statements of the Company for financial year ended March 31, 2018, prepared in accordance with the applicable Ind AS, which form a part of the Annual Report.

The financial statements including consolidated financial statements and the audited accounts of each of the subsidiary are available on the Companys website www.triveniturbines. com These documents will be made available for inspection at the Registered Office of the Company during business hours.

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, 2018, the applicable accounting standards have been followed and there are no material departures;

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

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The directors have prepared the annual accounts on a ‘going concern basis;

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

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

Corporate Governance

In accordance with SEBI Regulations, a separate report on Corporate Governance is given in Annexure B along with the Auditors Certificate on its compliance in Annexure C to the 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. 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 had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on the materiality of related party transactions. Form AOC-2 is not attached with this Report as there was no such related party transaction for which disclosure in terms of Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is required.

Risk Management Policy and Internal Financial Controls

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

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

As required under Section134 (5) (e) of Companies Act 2013 and integrated with the risk management framework, Internal Financial Controls System has been laid out which comprehensively deals with and elaborates financial controls, financial reporting and timely preparation of reliable financial statements. Additionally, clearly defined delegation of authority, policies and procedures for effcient conduct of the business, operating and financial controls have been put in place to safeguard the assets, to identify and minimise 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 Companies Act, 2013, Mr. Dhruv M Sawhney will retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, seeks reappointment. The Board has recommended his re-appointment.

By virtue of provisions of Section 161(1) of the Act, the Board of Directors of the Company have appointed Dr. Santosh Pande as an Additional Director with effect from July 19, 2017. The Shareholders of the Company at their 22nd AGM held on August 09, 2017 appointed Dr. Pande as an Independent Director of the Company for a period of 5 years.

The Company has received declarations of Independence in terms of Section 149 of the Act and also under the Listing Regulations from all the Independent Directors. As required under the provisions of Section 203 of the Act, the Key Managerial Personnel, namely, Chairman & Managing Director, Vice Chairman & Managing Director, Executive Director, Executive Vice President & CFO and Company Secretary continue to hold that office as on the date of this report.

Employees Stock Option

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


Statutory Auditors

M/s Walker Chandiok & Co LLP (ICAI Firm Registration No. 001076N)/N500013 (WCC), were appointed as Statutory Auditors of the Company at the 22nd AGM to hold office for a period of five consecutive years from the conclusion of that AGM until the conclusion of 27th AGM of the Company to be held in the year 2022.

The Auditors report for FY 18 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 would need to be mentioned in the Boards Report.

Cost Auditor

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules 2014 duly amended, cost audit is applicable to the Company for the FY 19. 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 19. The Board recommends the ratification of the remuneration to the Cost Auditors.

Secretarial Auditor

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board appointed M/s Sanjay Grover

& Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company for FY 18. 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 was formulated by the CSR committee which, on its recommendation, was approved by the Board. The CSR Policy is available on the Companys website athttp://www. composition of CSR Committee and Annual Report on CSR Activities during FY 18 as approved by the CSR Committee 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 a Whistle Blower Policy and through the Audit Committee, it oversees 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 concerning the interests of the employees and the Company. The policy is uploaded on the website of the Company at key-policies.

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

The Company has in place an Anti-Sexual Harassment policy in line with the requirements of sexual harassment of women at Work place (Prevention, Prohibition and Redressal) Act 2013. The Internal Complaint Committee (ICC) has been setup to redress complaints received regarding sexual harassment. During the period under review, no complaint was received by the ICC.

Board Meetings

During the year, four 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 Companies Act, 2013.

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

The investment made by the Company in body corporate comprise only investments made by it in equity share capital of its subsidiary as disclosed in the notes to the audited financial statements forming part of this Annual Report. The Company has not given any loans or given any guarantee or provided any security in connection with a loan to any body corporate or a person.

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

The particulars required under Section 134(3) (m) of the Companies Act, 2013 read with the relevant rules are provided in Annexure F to the 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 provisions of Regulation 34 of the Listing Regulations, the Managements 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 capitalisation as on March 31, 2018, 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.


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

Extracts of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 and Rule12(1) of the Companies (Management and Administration) Rules, 2014, extracts of the annual return in the prescribed form is annexed as Annexure J to the Boards Report.

Significant and material orders

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

Human Resources

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

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

The Company has a robust and effective performance management system to identify and nurture talents, provide personal growth and job enrichment for retention, reward for their performance and achievements through set KRAs and goals. During FY18, 2.5 man days of training for each employee including workmen was achieved.

Policy on Directors appointment and remuneration

The policy of the Company on the appointment and remuneration of the directors as approved by the Board, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, is uploaded on the website of the Company at key-policies. There has been no change in the policy since the last fiscal year and the remuneration paid to the directors is as per the terms laid out in the policy.

Board Evaluation Mechanism

Pursuant to the provisions of Companies Act 2013 and the Listing Regulations, the Board has carried out annual performance evaluation of its own performance, those of directors individually as well as evaluation of its committees. The evaluation criteria as defined in the Nomination and Remuneration Policy of the Company covered various aspects of Board such as, composition, performance of specific duties, obligations and governance. The performance of individual directors was evaluated on parameters, such as, number of meetings attended, contribution in the growth and formulating the strategy of the Company, independence, application of 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 expressed their satisfaction with the evaluation process.


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

For and on behalf of the Board of Directors

Dhruv M. Sawhney

Chairman and Managing Director DIN: 00102999

Place: Noida (U.P.) Date: May 22 , 2018