Triveni Turbine Ltd Directors Report.

Your Directors have pleasure in presenting the 25th Annual Report and audited financial statements for the financial year ended March 31, 2020.

Financial Results (Rs In millions)
Consolidated Standalone
2019-20 2018-19 2019-20 2018-19
Revenue from operations (Gross) 8,178.68 8,399.87 8,098.99 8,287.89
Operating Profit (EBITDA) 1,702.88 1,674.54 1,655.93 1,569.17
Finance Cost 33.33 11.23 33.33 11.23
Depreciation and Amortisation 201.07 201.24 200.83 200.98
Profit before share of profit/loss of joint venture 1,468.48 1,462.07 1,421.77 1,356.96
Share of net profit/loss of joint venture accounted for using the equity method 90.95 31.69 - -
Profit before exceptional items and tax 1,559.43 1,493.76 1,421.77 1,356.96
Exceptional Items - - - -
Profit before Tax (PBT) 1,559.43 1,493.76 1,421.77 1,356.96
Tax Expenses 341.65 491.51 321.17 481.55
Profit after Tax (PAT) 1217.78 1002.25 1,100.60 875.41
Other Comprehensive income (net of tax) -68.33 41.93 -81.40 44.01
Total Comprehensive income 1,149.45 1,044.18 1,019.20 919.42
Earning per equity share of Rs 1 each (in Rs) 3.77 3.05 3.40 2.66
Retained earnings brought forward 3,933.20 3,322.00 3,748.63 3,264.29
Appropriation:
- Equity dividend (including dividend distribution tax) 181.53 218.80 181.53 218.80
- Transfer to Capital Redemption reserve - 6.67 - 6.67
- Amount Utilised on account of Buy-back of Shares (including buy back expenses) - 162.23 - 162.23
Retained earnings carried forward 4,964.09 3933.20 4,662.46 3,748.63

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 global market witnessed increasing growth trend in both domestic and international markets in calendar year 2019. Despite pricing challenges in the domestic market, the company managed to retain its dominance presence under intense competition. Even with a subdued supply-demand power scenario due to the global macro-economic situation, uncertainties on account of Brexit, and other geo political tensions, the Company could maintain its order booking in the international market for most of the year.

In addition to existing challenges, global trade is forecast to decline sharply at least through the first half of FY 2021, due to the effect of COVID-19 pandemic. The strong enquiry pipeline however augurs well for the Company and may result in increased order booking in the second half of FY 2021.

With the introduction of improved compact reaction series models, we are confident of better penetration in the energy driven markets of Europe, Americas and Asia. The new technology developments, along with our strategic plans to adapt to the new business scenario, are key in providing customers with the most efficient products and services and at a competitive cost.

The Company continues its thrust on the aftermarket sector for enhanced customer engagement and satisfaction. We target Triveni Turbines and those manufactured by other OEMs for efficiency improvement projects and this is generating good sales opportunities. The Company is taking rapid steps to leverage technology and improve digitization. A remote monitoring solution "Triveni touch", has been specially developed for our turbines.

The domestic aftermarket showed good traction during the first three quarters and the financial year had a modest growth of 5%. The scenario in export markets was less encouraging. Sanctions, and the suspension of economic relations with a neighbor, adversely affected the performance of this vertical as compared with the previous financial year. Overall export market performance was adversely affected and the Company saw a drop in revenues over the previous year.

Product and aftermarket order booking and sales growth in FY 2020 was affected in the last quarter due to lockdown created by COVID 19. Several measures have been undertaken to strengthen the sales organization and these are expected to yield positive results after international travel restrictions are relaxed.

A good improvement in operational cost has been achieved due to various value engineering and supply chain initiatives. Cash flows from business operations has improved and the liquidity position is strong.

Impact of COVID-19

COVID-19 pandemic has severely impacted the world economy including India. Operations of the Company were also impacted, particularly during the lockdown period as both manufacturing units and sales & service offices were closed from March 24, 2020. Logistic bottlenecks, closure of customers sites, suspension of travel and disruption in our supply chain network had an impact on dispatches and order booking. The Company resumed operation in a phased manner from third week of April 2020 and has been following government guidelines issued from time to time.

Based on the current situation, the Company would witness a decline in revenues and order booking during FY 21. Decline in revenue is estimated to be in the range of 10 to 15% over FY 20. The Company will continue to monitor any material changes to future economic condition.

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. A cross-functional task force has been formed which constantly reviews the situation to ensure we are prepared for all eventualities and that measures are being implemented to keep employees safe at all times. All the office areas are disinfected and sanitized on frequent basis as per the SOP. Employees are alerted about various safety measures through e mails and awareness sessions.

Since majority of supply is procured domestically, the availability of raw material and components is not a major constraint. The Company supported all MSME suppliers with timely payments even during full lockdown. The delays of certain critical items by the vendors due to lockdown related crisis at their end may affect the delivery schedule of our final product. The Company is having su_cient liquidity. Trade receivables are continued to be collected even during lockdown. The Company doesnt expect any impairment of receivables or inventory due to Covid 19. It is an unprecedented situation which needs to be managed with positivity, hope and resilience.

Dividend

Pursuant to the requirements of the regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has adopted a Dividend Distribution Policy. This Policy is uploaded on website of the Company and can be accessed at http://www.triveniturbines.com/key-policies.

The Board has in its meeting held on November 06, 2019 declared an Interim dividend of 50% ( 0.50 per equity share) and has not recommended any final dividend for the FY 20. Accordingly, the interim dividend already paid to the shareholders shall be considered as the final dividend for the FY 20. The total outgo on account of equity dividend is Rs 181.53 million including dividend distribution tax.

Subsidiaries/Joint Ventures

The Company has 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 Triveni Turbines Africa (Pty) Ltd. (TTAPL), South Africa, (wholly owned subsidiary of TTDMCC). The wholly owned foreign subsidiaries have performed satisfactorily during the year. All the subsidiaries are profitable and are able to generate business on its own and also for the parent Company. TTDMCC is now made the hub of International business for the group because of geographical advantages and is expected to accelerate and drive future growth. It has established itself and has become a known player in the customer care segment, besides focusing on Product business. The foreign subsidiaries, particularly TTDMCC and TTAPL, by now are geared up to provide strong marketing support for Products and Customer care business.

The subsidiary in UK, TTEPL has declared dividend during the year and paid to the Company GBP 0.7 million.

The Company has a domestic subsidiary (considered as a Joint Venture for the purposes of consolidated financial statements), namely, GE Triveni Ltd (GETL). GETL is a joint venture Company with D I Netherland BV, affiliate of GE and is engaged in the design, supply and service of advanced technology steam turbine generator sets, with generating capacity in the range above 30-100 MW. The flange to flange turbine is manufactured cost competitively at TTLs world class facilities located at Peenya and Somapura in Bengaluru. The complete project is executed by GETL in accordance with GEs manufacturing, quality and supply chain standards and processes, which include certification of suppliers, adherence to environment and health concerns, and other ethical requirements. The profit before tax for the year was Rs 175 million as against Rs 128 million in previous year.

During the year, the Company filed a petition on June 10, 2019 under the provisions of Section 241, 242, 244 of the Companies Act, 2013 before National Company Law Tribunal, Bengaluru ("NCLT"), seeking specific reliefs to bring to an end the matters of oppression and mismanagement in the joint venture company viz GETL by General Electric Company and its affiliates (GE). The grounds on which the Company was constrained to file the petition were certain actions of GE which were oppressive, fraudulent, prejudicial, harsh and burdensome to the interest of GETL including but not limited to lack of probity, diversion of business, violation of non-compete, conflict of interest by GE employees/nominee directors etc. Instead of submitting its objections on merits to the said Company Petition, two of GE affiliates filed applications before the NCLT, praying to refer the dispute raised in Company Petition to arbitration. The matter is now pending adjudication before the NCLT, Bengaluru.

D I Netherland BV, affiliate of GE and Joint Venture partner in GETL, invoked separate arbitration proceedings before Arbitration Tribunal under the UNCITRAL Arbitration Rules, 1976 in United Kingdom and filed a statement of claim on June 1, 2020, alleging violation of certain terms of the JV Agreement by the Company. The claims made are based on estimation and amounts are not quantified with precision. The Company firmly believes that the allegations raised are unsubstantiated, untenable, and unsustainable. The Company will submit its defence and counter claim, if any in the due course.

During the year, no Company became or ceased to be your Companys subsidiary, joint venture or associate. 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/joint ventures is provided in the prescribed format AOC-1 as Annexure A to the Boards Report.

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 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, 2020, 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 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, 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 period; c) The directors have taken proper and su_cient 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 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. 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 Rule8(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 Board of Directors has constituted Risk Management Committee, who oversees the risk management activities in the Company. At the operational level, the heads of each business functions owns the risks, reviews on regular intervals to plan and execute the risk mitigation aspects in a structured manner. The Chief Risk officer coordinates the entire function and executes the decision of Risk Management Committee 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 efficient 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 (Act), Mr. Tarun Sawhney (DIN: 00382878) 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.

The Board of Directors, on recommendation of the Nomination & Remuneration Committee, re-appointed Mr. Arun Prabhakar Mote (DIN: 01961162) as Whole-time Director (designated as "Executive Director") of the Company for a period of three (3) years with effect from November 1, 2019 which was approved by the shareholders vide special resolution passed at the 24th Annual General meeting.

Mr. Shekhar Datta and Dr. (Mrs.) Vasantha S Bharcuha Independent Directors ceased to be Directors of the Company w.e.f April 1, 2020 on expiry of their term on March 31, 2020. The Board places on record its sincere appreciation for the valuable guidance provided by both these directors during their tenure 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. 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.

Auditors

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 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 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 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 20. 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 21. 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_20. 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 at http://www. triveniturbines.com/key-policies. The composition of CSR Committee and Annual Report on CSR Activities during FY 20 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 http://www. triveniturbines.com/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 and the Listing Regulations.

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 contained in the Annual report provides the particulars of the investments made by the company in the securities of other bodies corporate. 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 1000 listed entities based on the market capitalisation as on March 31, 2020, 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.

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, a copy of the Annual Return of the Company in the prescribed format is attached as Annexure J to the Board Report. The Annual Return for the financial year 2019-20 is also available on the Companys website at www.triveniturbines.com.

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 believes that the people energise and make the organization successful. We aim to enhance organization capability and vitality through our HR Philosophy and Processes. The Company operates in a niche engineering segment and competes with global brands. The Company has a highly trained and motivated team to carry out continuous product improvement, nurture and develop new technologies and provide value proposition to its customers.

The Company believes that achieving growth objective depends largely upon continuous learning and development. To achieve this, an in-house state of the art Learning Centre has been set up. The learning centre is aimed at imparting focused learning on Product and enhancement of competencies in technical, managerial and leadership. Curated training programs are created for customer care engineers to ensure they are abreast of the latest development in the company and across the world.

The Company regularly recruits Trainees (GET/DETs) from the reputed engineering colleges and develops them through 2-year structured training program. Development Program for Trainees include classroom and on-the-job training at our manufacturing facilities and customer sites. Besides trainees, workmen and managerial sta_ are provided skill-based training on a continuous basis. During the year, the total man-days training provided is higher than the previous year. During the current year we achieved 10 man-days training per employee.

The Company has a robust and effective performance management system. This enables the Company to identify and nurture talents, provide personal growth and job enrichment for retention, reward for their performance and achievements. HR initiatives have ensured that the attrition is low and employee longevity is better than the industry levels.

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 http://www.triveniturbines.com/ 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 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.

Appreciation

Your directors wish to take the opportunity to express their sincere appreciation to all the stakeholders, customers, suppliers, shareholders, employees, the Central and 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.

For and on behalf of the Board of Directors

Dhruv M Sawhney
Place : New Delhi Chairman & Managing Director
Date : June 13, 2020 DIN 00102999