About
Triveni Turbine Ltd
Triveni Turbine Limited (TTL) was incorporated in June 27th, 1995. The Company is primarily engaged in business of manufacture and supply of power generating equipment and solutions and has manufacturing facilities at Bengaluru, Karnataka. Triveni SRI Limited is a subsidiary company of Triveni Engineering & Industries Limited and has been dealing with machinery for sugar manufacture.
The year 2002-03 was significant to the company as it successfully executed the first short retention type clarifier based on SRI technology in Indian Market.
In FY 2014, GE Triveni Limited (GETL), a joint venture received an order for a 45 MW turbine from a cement manufacturer and a 31 MW order from a sugar manufacturer. These orders have enabled GETL to break into two new sectors in the domestic market.
During FY2013-2014, the Company redeemed 2,800,000 8% Cumulative Redeemable Preference Share for Rs 10 each on May 31, 2013.
During the year 2015, the Company set up international structures to give a boost to the international marketing of its products and services.
Accordingly, it has incorporated an international subsidiary, namely, Triveni Turbines Europe Pvt. Ltd. (TTE), domiciled in the UK, on December 23, 2014. Subsequently, TTE acquired 100% equity interest in Triveni Turbines DMCC (TTD) domiciled in Dubai, UAE, effective March 31, 2015.
During the year 2017, the Company successfully commissioned the second production facility at Sompura Industrial Area near Bengaluru with an area almost double of the current facility. Phase 1 of the new facility has been completed within the scheduled time and production has started successfully.
During FY 18, the Company undertook some turnkey aftermarket projects from the international market and also refurbishments for other makes of turbines, which should provide referrals for future.
During the year 2018, the Dubai subsidiary has set up a new subsidiary in South Africa.
In FY 19, the Company undertook turnkey Refurbishment projects for other makes of turbines, showing significant growth in North Africa, in addition to its conventional markets such as Southern Africa and West Asia. In the same year, it heralded the Refurbishment business expansion into areas such as turbo-compressors for prominent entities in global Steel industry.
During the year 2020, the Company filed a petition, on June 10, 2019, under the provisions of Sections 241, 242, 244 of the 2013 Act before the 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. GE Triveni Ltd (GETL) by the 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 the Company's petition to arbitration. The matter is now pending adjudication before 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 the United Kingdom and filed a statement of claim on June 1, 2020, alleging violation of certain terms of the JV Agreement by the Company.
In FY'20, Aftermarket segment made major inroads in new markets, resulting in healthy order intake and future prospects. The Refurbishment business expansion was strengthened into adjacencies such as turbocompressors and Gas Turbines during the year. It made inroads into new customer segments, such as Geothermal turbines in Africa and South East Asia. The Company executed a
Refurbishment job on a large Utility Turbine, giving the confidence for more orders in the large turbine space in future.
During FY 21, the Company designed and implemented a number of participatory workshops for suppliers, covering health, safety and environment requirements, as well as legal compliances related to labour conditions and COVID-19 protocol.
During the year 2021, the Company engaged with industries of global scale from various segments, such as API, Waste-toEnergy, Combined Cycle, and Process industries, through its subsidiaries. The subsidiary in South Africa has been further strengthened, mainly to cater to the Aftermarket segment of the region.
In FY 2021, the Company acquired all shares of GE Triveni Ltd. (GETL) JV and is now operating as 100% owned subsidiary, Triveni Energy Solutions Limited (TESL).
In FY'22, Company acquired 70% equity shares of TSE Engineering Pvt. Ltd. (TSE) for closer proximity to customers in South African
Development Community (SADC) region and for enabling the growth of the multi-brand aftermarket business in the region.
During the year 2022, 1st Waste-to-Energy (WtE) steam turbine generator was commissioned in Germany. The Company secured an order for three steam turbines from a world-renowned steel manufacturer in South Korea, amid stiff competition from German and Japanese companies. One of the subsidiaries of the steel conglomerate involved the TTL team from the stage of conceptualization to the installation of three Coke Dry Quenching (CDQ) plants at its 2nd largest blast furnace steel mill.
In FY'22, Company designed and supplied a 22 MW Axial exhaust steam turbine which is capable of operating at high pressure (up to 120 bar) and temperature (up to 540 deg C) for a sugar cogeneration unit in Karnataka. It undertook several aftermarket projects in the renewables sector during the year, including geothermal projects, besides refurbishing of other turbo machinery products such as compressors, blowers and gas expanders. It developed a vertical steam turbine for marine application. As part of its continuous product upgrade process, the Company worked on innovative seal technologies, such as floating brush seals, abradable seals and bearing isolators that enhance turbine robustness and efficiency. It supported Indian Navy in their indigenization efforts through refurbishment business by developing & supplying different sub-systems.
The Company bagged repeated orders during the year 2022 from prestigious customers in Southeast Asia and East Africa for refurbishment of components in steam flow path for another geothermal turbine. Besides this, its spares and service business proactively offered solutions to customers for converting extraction condensing turbines to back pressure, particularly for process co-generation applications like Sugar, along with value added proposition of efficiency improvement in some cases.
The Company was successful in finalizing an order in the Steel segment in South Korea. The customer awarded orders for three (3) steam turbines - 2 of 35 MW and 1 of 41 MW, during FY 22. This order was won against stiff competition from international players. It acquired stake in a service company, TSE Engineering Pvt. Ltd. with an existing workshop facility in South Africa. During FY 22, the Aftermarket business consolidated its foray into new industrial segments such as Geothermal, by bagging repeat orders from prestigious customers in Southeast Asia and East Africa. The Company made significant strides in Oil & Gas markets winning several key orders to supply energy-efficient API (American Petroleum Institute) 611 and 612 compliant steam turbines, ranging from 10 kW to 100 MW.
In FY 22, the Company's R&D programmes were focused on developing products & solutions for diverse industrial heat and power applications, enhancing energy efficiency of customer plant operations and providing value for customers with competitive product offerings. During the year, the Company enhanced its steam turbine solutions with high speed applications, which resulted in higher power density models. This enabled to expand in cold country markets, which predominantly have more vacuum applications.
During 2022, the Company continues to execute highly custom engineered turbine projects, which include 50 MW double extraction turbine application to chemical processing. It carried out several specialized turbine projects, such as injection turbines for cement industry, high back pressure turbines for Oil & Gas and distillery industries . Its axial exhaust turbines helped customers achieve significant reduction in their power plant footprint and civil cost. With innovative product solutions, the Company continued its expansion into international markets and diversified segments, which included Waste-to-heat applications, Chemicals, Paper, Cement, Pharma, Distillery and Hydro carbon industries for both captive and process co-generation applications. Apart from this, it carried out several projects in Renewable sector, which included Geothermal projects. In addition, it is presently involved in refurbishing of other turbo machinery products such as compressors, blowers and gas expanders.
During the year 2022, Triveni Turbines DMCC (TTDMCC), Dubai (a wholly-owned subsidiary of TTEPL), acquired 70% equity shares of TSE Engineering Pty. Ltd. (TSE). Consequently, TSE became a step down subsidiary of the Company.
In FY 2023, Company commissioned additional assembly and testing facilities along with heavy material handling facilities
at its Sompura plant.
Triveni Turbine Ltd
Chairman Speech
Breaking Records:
Achieving Milestones and Driving Sustainable Growth
As a result of our efforts, we achieved a recordbreaking performance in FY 23, marked
by significant milestones and impressive numbers. Our turnover witnessed an outstanding
46% growth, reaching an all-time high of '12.48 billion. This remarkable performance was
largely driven by our exports and strong aftermarket sales.
Furthermore, we are proud to announce that we achieved our highest ever total order
booking, reaffirming our reputation for execution excellence. With a total order booking
of Rs.16.05 billion and a robust enquiry book, we have strong visibility and confidence in
sustaining our growth over the coming years. Additionally, our closing order book stood at
Rs.13.28 billion as of March 31, 2023, reflecting a remarkable 36.9% increase compared to
the previous fiscal year. Our record share buyback of Rs.1.9 billion through the tender
offer route further demonstrates the strength of our business equity.
These achievements highlight our commitment to driving sustainable growth and our
ability to deliver exceptional results. We remain dedicated to enhancing our execution
capabilities and leveraging our strong market position for continued success in the
future. These accomplishments underscore the strength of our operational excellence,
enabling us to capitalise on emerging growth opportunities across various sectors and
geographies. With a focus on sustainable growth as our guiding roadmap, we are poised for
a solid performance in FY 24. Our robust export and aftermarket order bookings, coupled
with a strong carry-forward order book and a thriving enquiry pipeline, position us for
continued success in the coming years.
Seizing Renewable Energy Opportunities:
TTL's Commitment to Sustainable Growth
We firmly believe that our ongoing commitment to innovation and the development of new
product segments, energy-efficient turbines, will play a pivotal role in driving our
sustainable growth in the years to come.
The global and domestic focus on renewable energy presents significant opportunities
for the development of reliable and robust turbine solutions. We are well-positioned to
capitalise on these opportunities, thanks to our strong presence in the renewable energy
sector and our unwavering dedication to spearhead the energy transition. Through focussed
research and development, we continuously innovate new technologies to combat climate
change and support the transition to clean energy.
With a robust digitalisation strategy in place, we are poised to drive growth in the
years to come. This includes expanding our market share both
domestically and internationally, as well as strengthening our presence in the
aftermarket business. By leveraging our expertise and commitment to sustainability, we aim
to dominate in the renewable energy market, delivering reliable and efficient turbine
solutions to support our customers needs in the global transition towards a greener
future.
Expanding Horizons:
Unlocking Growth Potential in Domestic and International Markets
The bright growth prospects in the domestic market present numerous opportunities for
our business. We have already secured a significant pipeline of enquiries across key end-
user industries, indicating a healthy order booking outlook for the upcoming year. In the
domestic market, we also benefit from a robust supply chain, creating a favourable
environment for sustainable growth.
To capitalise on growth opportunities, we are also strategically expanding into new and
promising geographies. This expansion will enhance our export capabilities in the years to
come, bolstering our enquiry pipeline and increasing our overall addressable market. We
remain committed to aligning our resources and capacities to meet production targets and
deliver on customer demands.
The aftermarket segment continues to be a strong growth driver for our Company. With an
extensive portfolio of services, refurbishment, and spare parts offerings, we are well-
positioned to cater to the evolving needs of our expanding customer base. Our dedicated
efforts in optimising the performance of rotating equipment globally further strengthen
our presence in this segment and contribute to revenue diversification.
The current opportunity landscape
presents an attractive outlook for our Company's growth and margins. By diversifying
our order booking across geographies and product/aftermarket segments, we can effectively
manage risks associated with market volatility, including the prevailing inflationary
pressures.
Although advanced economies may experience a slowdown, we see promising opportunities
in the increasing demand for renewable energy, waste-to-energy solutions, and
decentralised power systems.
With a proactive approach to market expansion, customer-centric solutions, and a focus
on operational excellence, our Company is poised to capitalise on the vast potential of
these opportunities and drive sustainable growth for the years ahead.
Going forward, our focus will be on enhancing our customer value proposition through
focussed initiatives designed to steer future growth. And I am confident that we shall
succeed in doing so with the sustained trust and cooperation of all our stakeholders,
including our customers, employees, partners, vendors and shareholders.
In conclusion, I would like to thank all of you for supporting our efforts to
strengthen our competencies and capabilities for ensuring sustainable long-term growth. I
would also like to extend my heartfelt gratitude to my colleagues in the Board and the
Management team for their support and commitment to the organisation. We have come a long
way, indeed, on the journey of sustainable growth on which we had collectively embarked,
and I look forward to sharing many more milestones of success with you in the years ahead.
With best regards,
DHRUV M. SAWHNEY
Chairman & Managing Director
  Â
Triveni Turbine Ltd
Company History
Triveni Turbine Limited (TTL) was incorporated in June 27th, 1995. The Company is primarily engaged in business of manufacture and supply of power generating equipment and solutions and has manufacturing facilities at Bengaluru, Karnataka. Triveni SRI Limited is a subsidiary company of Triveni Engineering & Industries Limited and has been dealing with machinery for sugar manufacture.
The year 2002-03 was significant to the company as it successfully executed the first short retention type clarifier based on SRI technology in Indian Market.
In FY 2014, GE Triveni Limited (GETL), a joint venture received an order for a 45 MW turbine from a cement manufacturer and a 31 MW order from a sugar manufacturer. These orders have enabled GETL to break into two new sectors in the domestic market.
During FY2013-2014, the Company redeemed 2,800,000 8% Cumulative Redeemable Preference Share for Rs 10 each on May 31, 2013.
During the year 2015, the Company set up international structures to give a boost to the international marketing of its products and services.
Accordingly, it has incorporated an international subsidiary, namely, Triveni Turbines Europe Pvt. Ltd. (TTE), domiciled in the UK, on December 23, 2014. Subsequently, TTE acquired 100% equity interest in Triveni Turbines DMCC (TTD) domiciled in Dubai, UAE, effective March 31, 2015.
During the year 2017, the Company successfully commissioned the second production facility at Sompura Industrial Area near Bengaluru with an area almost double of the current facility. Phase 1 of the new facility has been completed within the scheduled time and production has started successfully.
During FY 18, the Company undertook some turnkey aftermarket projects from the international market and also refurbishments for other makes of turbines, which should provide referrals for future.
During the year 2018, the Dubai subsidiary has set up a new subsidiary in South Africa.
In FY 19, the Company undertook turnkey Refurbishment projects for other makes of turbines, showing significant growth in North Africa, in addition to its conventional markets such as Southern Africa and West Asia. In the same year, it heralded the Refurbishment business expansion into areas such as turbo-compressors for prominent entities in global Steel industry.
During the year 2020, the Company filed a petition, on June 10, 2019, under the provisions of Sections 241, 242, 244 of the 2013 Act before the 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. GE Triveni Ltd (GETL) by the 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 the Company's petition to arbitration. The matter is now pending adjudication before 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 the United Kingdom and filed a statement of claim on June 1, 2020, alleging violation of certain terms of the JV Agreement by the Company.
In FY'20, Aftermarket segment made major inroads in new markets, resulting in healthy order intake and future prospects. The Refurbishment business expansion was strengthened into adjacencies such as turbocompressors and Gas Turbines during the year. It made inroads into new customer segments, such as Geothermal turbines in Africa and South East Asia. The Company executed a
Refurbishment job on a large Utility Turbine, giving the confidence for more orders in the large turbine space in future.
During FY 21, the Company designed and implemented a number of participatory workshops for suppliers, covering health, safety and environment requirements, as well as legal compliances related to labour conditions and COVID-19 protocol.
During the year 2021, the Company engaged with industries of global scale from various segments, such as API, Waste-toEnergy, Combined Cycle, and Process industries, through its subsidiaries. The subsidiary in South Africa has been further strengthened, mainly to cater to the Aftermarket segment of the region.
In FY 2021, the Company acquired all shares of GE Triveni Ltd. (GETL) JV and is now operating as 100% owned subsidiary, Triveni Energy Solutions Limited (TESL).
In FY'22, Company acquired 70% equity shares of TSE Engineering Pvt. Ltd. (TSE) for closer proximity to customers in South African
Development Community (SADC) region and for enabling the growth of the multi-brand aftermarket business in the region.
During the year 2022, 1st Waste-to-Energy (WtE) steam turbine generator was commissioned in Germany. The Company secured an order for three steam turbines from a world-renowned steel manufacturer in South Korea, amid stiff competition from German and Japanese companies. One of the subsidiaries of the steel conglomerate involved the TTL team from the stage of conceptualization to the installation of three Coke Dry Quenching (CDQ) plants at its 2nd largest blast furnace steel mill.
In FY'22, Company designed and supplied a 22 MW Axial exhaust steam turbine which is capable of operating at high pressure (up to 120 bar) and temperature (up to 540 deg C) for a sugar cogeneration unit in Karnataka. It undertook several aftermarket projects in the renewables sector during the year, including geothermal projects, besides refurbishing of other turbo machinery products such as compressors, blowers and gas expanders. It developed a vertical steam turbine for marine application. As part of its continuous product upgrade process, the Company worked on innovative seal technologies, such as floating brush seals, abradable seals and bearing isolators that enhance turbine robustness and efficiency. It supported Indian Navy in their indigenization efforts through refurbishment business by developing & supplying different sub-systems.
The Company bagged repeated orders during the year 2022 from prestigious customers in Southeast Asia and East Africa for refurbishment of components in steam flow path for another geothermal turbine. Besides this, its spares and service business proactively offered solutions to customers for converting extraction condensing turbines to back pressure, particularly for process co-generation applications like Sugar, along with value added proposition of efficiency improvement in some cases.
The Company was successful in finalizing an order in the Steel segment in South Korea. The customer awarded orders for three (3) steam turbines - 2 of 35 MW and 1 of 41 MW, during FY 22. This order was won against stiff competition from international players. It acquired stake in a service company, TSE Engineering Pvt. Ltd. with an existing workshop facility in South Africa. During FY 22, the Aftermarket business consolidated its foray into new industrial segments such as Geothermal, by bagging repeat orders from prestigious customers in Southeast Asia and East Africa. The Company made significant strides in Oil & Gas markets winning several key orders to supply energy-efficient API (American Petroleum Institute) 611 and 612 compliant steam turbines, ranging from 10 kW to 100 MW.
In FY 22, the Company's R&D programmes were focused on developing products & solutions for diverse industrial heat and power applications, enhancing energy efficiency of customer plant operations and providing value for customers with competitive product offerings. During the year, the Company enhanced its steam turbine solutions with high speed applications, which resulted in higher power density models. This enabled to expand in cold country markets, which predominantly have more vacuum applications.
During 2022, the Company continues to execute highly custom engineered turbine projects, which include 50 MW double extraction turbine application to chemical processing. It carried out several specialized turbine projects, such as injection turbines for cement industry, high back pressure turbines for Oil & Gas and distillery industries . Its axial exhaust turbines helped customers achieve significant reduction in their power plant footprint and civil cost. With innovative product solutions, the Company continued its expansion into international markets and diversified segments, which included Waste-to-heat applications, Chemicals, Paper, Cement, Pharma, Distillery and Hydro carbon industries for both captive and process co-generation applications. Apart from this, it carried out several projects in Renewable sector, which included Geothermal projects. In addition, it is presently involved in refurbishing of other turbo machinery products such as compressors, blowers and gas expanders.
During the year 2022, Triveni Turbines DMCC (TTDMCC), Dubai (a wholly-owned subsidiary of TTEPL), acquired 70% equity shares of TSE Engineering Pty. Ltd. (TSE). Consequently, TSE became a step down subsidiary of the Company.
In FY 2023, Company commissioned additional assembly and testing facilities along with heavy material handling facilities
at its Sompura plant.
Triveni Turbine Ltd
Directors Reports
Dear Shareholder,
Your Directors are pleased to present the 28th Annual Report along with the audited
financial statements for the financial year ended March 31, 2023
(Rs. in million)
| Financial Results |
Consolidated |
Standalone |
| 2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from operations |
12,475.5 |
8,522.4 |
10,832.5 |
8,113.7 |
| Operating Profit (EBITDA) |
2,764.0 |
1,921.4 |
2,151.2 |
1,716.4 |
| Finance Cost |
10.0 |
10.2 |
9.9 |
7.9 |
| Depreciation and Amortisation |
199.0 |
202.8 |
187.6 |
200.2 |
| Profit before share of profit/(loss) of joint venture |
2,555.0 |
1,708.4 |
1,953.8 |
1,508.3 |
| Share of net profit/(loss) of joint venture accounted for using the equity method |
- |
(42.4) |
- |
- |
| Profit before exceptional items and tax |
2,555.0 |
1,666.0 |
1,953.8 |
1,508.3 |
| Exceptional Items* |
- |
1,981.9 |
- |
1,889.0 |
| Profit before Tax (PBT) |
2,555.0 |
3,647.9 |
1,953.8 |
3,397.3 |
| Tax Expenses |
626.2 |
946.0 |
505.0 |
902.3 |
| Profit after Tax (PAT) |
1,928.8 |
2,701.9 |
1,448.8 |
2,495.0 |
| Other Comprehensive income (net of tax) |
(30.5) |
198.4 |
(54.2) |
4.0 |
| Total Comprehensive income |
1,898.3 |
2,900.3 |
1,394.5 |
2,498.9 |
| Earning per equity share of Rs. 1 each (in Rs.) |
5.97 |
8.36 |
4.49 |
7.72 |
| Retained earnings brought forward |
7,987.7 |
5,999.8 |
7,341.7 |
5,560.8 |
| Appropriation: |
|
|
|
|
| - Equity dividend |
501.1 |
711.3 |
501.1 |
711.3 |
| - Buyback including transaction costs and CRR transfer |
2,356.1 |
- |
2,356.1 |
- |
| Retained earnings carried forward |
7,044.7 |
7,987.7 |
5,922.1 |
7,341.7 |
*In FY 22, exceptional items represent settlement consideration of Rs. 1,889.0 million
(net of expenses) received by the Company pursuant to settlement agreement dated September
6, 2021.
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 statements are related to and the date of this report.
Business Operations
The year started with pandemic-induced inflation and the conflict in Ukraine. With the
later compounding the effects of the former, central banks across the world resorted to
tightening of monetary policies. Slowing economic activity in China due to its tighter
COVID-19 restrictions, helped ease some pressure on commodity prices due to lower demand.
However, this had ripple effect on economic growth across the globe. With overall
commodity prices stagnant, albeit at higher levels than previous years.
With advanced economies growing at 2.7% and emerging markets growing at modest 4%
during the year, India was the only big economy recording close to 7% growth. This, along
with global inflation at 8.7%, made it vital for the Company to focus on domestic market
for product order booking. The Company, however, succeeded in acquiring strategic service
order from South African state utility company.
On consolidated basis revenue from operations during the year was Rs. 12,476 million,
an increase of 46%. Operating profit (EBITDA) was higher by 44% at Rs. 2,764 million
against previous year's EBITDA of Rs. 1,921 million. Operating margins of the Company have
been maintained through measures taken to control input material costs, manufacturing and
selling & administration expenses. Substantial growth in the
revenue was delivered with capacity addition at suppliers, assembly shop and overall
headcount. Cash flows from operations were satisfactory and liquidity has improved
substantially.
In the domestic market, the Company was able to increase order finalization by 30% over
the previous year. International order bookings grew at a faster rate than the domestic
market, with an annual increase of 44% over the previous year. Turbines for oil & gas
and distributed renewable power generation continue to be primary growth drivers for the
finalization of new products during the year. The surge in order booking in the
aftermarket industry was driven by spares and refurbishing business from international
markets.
Company's foray into new geographies and customer segments has been successful during
the year. In the 30-100 MW market, TTL has established its presence in a short time as one
of the top 3 solution provider in terms of market share (in MW). In API segment, also the
Company was successful in improving its enquiry base and market share. The Company's
execution team took the challenge of higher volume head on and developed capacities - both
in-house and with suppliers - to meet the challenge. The value delivery chain was also
strengthened by adding competent people across its engineering and execution functions.
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 has been uploaded on the website
of the Company and can be accessed at http://www.triveniturbines.com/key-policies.
In line with the Dividend Distribution Policy, the Board of Directors of your Company
has decided that it would be prudent, not to recommend any Dividend for the year under
review.
Buy Back of Shares
During the year, pursuant to the approval of the Board of Directors on November 02,
2022 and approval of shareholders through special resolution dated December 11, 2022
passed through postal ballot/e-voting, your company undertook buy back of 54,28,571 equity
shares of the face value of Re.1/- each (representing 1.68% of equity paid-up share
capital) at a price of Rs. 350/- per share, for an aggregate amount of Rs. 1,900 million
(excluding transaction costs), being 22.86 % of the aggregate of the Company's paid up
capital and free reserves, based on the last
audited consolidated financial statements as at March 31, 2022. The buyback was made
from all the existing shareholders of the Company as on December 23, 2022, 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 ("Act")
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.
Transfer to reserves
We do not propose to transfer any amount to general reserve. Subsidiaries/Joint
ventures
As required under Section 129 of the Act, read with the Companies (Accounts) Rules,
2013, a statement highlighting the salient aspects of the financial statements of
subsidiaries/ joint ventures is submitted as Annexure A to the Board's Report in the
standard format AOC-1.
The financial statements of the subsidiaries have been placed on Company's website
https://www. triveniturbines. com/annual-report-subsidiaries.html. which can be accessed
using the link. The report on the growth trends and outlook of those subsidiaries which
impact your Company's performance reasonably are captured in the Management Discussion and
Analysis (financial review section) of this report. During the year, no Company became or
ceased to be Company's subsidiaries, joint ventures, or associates.
In accordance with Regulation 16 of Listing Regulations, none of the subsidiary is
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.triveniturbines.com/key-policies.
Consolidated Financial Statements
Your Directors have attached the Consolidated Financial Statements of the Company for
the financial year ended March 31, 2023, prepared in accordance with the applicable Ind
AS, which form a part of the Annual Report, in accordance with the provisions of the Act
and Indian Accounting Standards (Ind AS) as specified in Section 133 of the Act and
Regulation 34 of the Listing Regulations read with other applicable provisions.
The financial statements, including consolidated financial statements and accounts for
each of the subsidiaries are available on the Company's website at https://www.
triveniturbines.com/annual-report-subsidiaries.html
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act, your Directors confirm that:
a) In the preparation of the annual accounts for the financial year ended March 31,
2023, the applicable accounting standards have been followed and there are no material
departures;
b) They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit
of the Company for that period;
c) They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts on a ‘going concern' basis;
e) They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and
f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
Corporate Governance
In accordance with Listing Regulations, a separate report on Corporate Governance is
given in Annexure B along with the Auditors' Certificate on its compliance in Annexure C
to the Board's Report. The Auditors' Certificate does not contain any qualification,
reservation and adverse remark.
Related Party Transactions
The Company has formulated a Related Party Transactions Policy which has been uploaded
on its website at http://www. triveniturbines.com/key-policies. The Company strives to
enter in to related party transactions on a commercial and arm's length basis in order to
optimize the overall resources of the group.
During the year, all transactions with related parties were in the ordinary course of
business on an arm's length basis.
According to the Company's policy on the materiality of related party transactions, the
Company had not entered into any contract/arrangement/transaction with related parties
that may be considered material. This Report does not include Form AOC-2 since there was
no related party transaction that required disclosure under Section 134(3) (h) of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Risk Management Policy and Internal Financial Control
The Board of Directors of the Company have formed a Risk Management Committee to assess
the risks faving the business and the mitigation measures taken thereof. Implementation of
the Enterprise Risk Management (ERM) Framework & Policy that has been aligned with the
regulatory requirements is being monitored and adhered to. The Company has ensured this
implementation in tiered approach, with the Risk Management Committee reviewing the same
every six months. Second level of scrutiny of the risk management system of the Company is
undertaken by the management committee that reviews enterprise risks every quarter.
Order-related risks are reviewed monthly and all operational risks are assessed, addressed
and monitored in real-time.
In order to improve risk management process maturity, special emphasis was placed on
risk competency development and data-driven approach to risk management. Baseline
measurement of the severity of enterprise risks identified and effectiveness of risk
control measures is established.
As required under Section 134 (5) (e) of Act, and integrated with the risk management
framework, Internal Financial Controls System has been laid out which comprehensively
deals with and elaborates financial controls, financial reporting and timely preparation
of reliable financial statements. Additionally, clearly defined delegation of authority,
policies and procedures for efficient conduct of the business, operating and financial
controls have been put in place to safeguard the assets, identify and minimize leakages
and wastages, and to detect and prevent frauds and errors. There is an inbuilt mechanism
through self- certification, periodic testing and internal audit to ensure that all
controls are working effectively.
Directors and Key Managerial Personnel (KMP)
As per the provisions of the Act, Mr. Dhruv M Sawhney (DIN:00102999) and Mr. Tarun
Sawhney (DIN: 00382878) retire by rotation at the ensuing Annual General Meeting (AGM) of
the Company.
During the year under review, the Board has on the recommendation of Nomination and
Remuneration Committee re-appointed Mr. Arun Prabhakar Mote (DIN: 01961162) as Executive
Director for a period of two years w.e.f. November 01, 2022 and his re-appointment was
approved by the shareholders by way of Postal Ballot.
The Company has received declarations of Independence in terms of Section 149 of the
Act and also under the Listing Regulations from all the Independent Directors and the
same have been taken on record by the Board of Directors. As required under the
provisions of Section 203 of the Act, the Key Managerial Personnel, namely, the Chairman
& Managing Director, the Vice Chairman & Managing Director, the Executive
Director, the Vice President & CFO and the Company Secretary continue to hold that
office as on the date of this report.
Board Evaluation Mechanism
Pursuant to the provisions of Act and the Listing Regulations, the Board has carried
out an annual performance evaluation of its own performance, those of individual
Directors, as well as, of its committees. The evaluation criteria as defined in the
Nomination and Remuneration Policy of the Company, covered various aspects of the Board,
such as composition, performance of specific duties, obligations and governance. The
performance of individual Directors was evaluated on parameters, such as number of
meetings attended, contribution made in the discussions, contribution towards formulation
of the growth strategy of the Company, independence, application of judgement,
safeguarding the interest of the Company and minority shareholders, time devoted apart
from attending the meetings of the Company, active participation in long-term strategic
planning, ability to contribute by introducing best practices to address business
challenges and risks etc. The Directors have expressed their satisfaction with the
evaluation process.
Policy on Directors' appointment and remuneration
The policy of the Company on the appointment and remuneration of the Directors as
approved by the Board, including criteria for determining qualifications, positive
attributes, independence of a director and other matters provided under sub-section (3) of
Section 178 of the Act, and the Listing Regulation has been uploaded on the website of the
Company at http://www. triveniturbines.com/key-policies. The remuneration paid to the
Directors is as per the terms laid out in the policy.
Board Meetings
During the year, six (6) Board Meetings were held, the details of which are given in
the Corporate Governance Report that forms part of the Board's Report. The maximum
interval between the two meetings did not exceed 120 days as prescribed in the Act, and
the Listing Regulations.
Statutory Auditors and Audit Report
M/s Walker Chandiok & Co LLP (ICAI Firm Registration No.001076N)/N500013 (WCC),
were re-appointed as Statutory Auditors of the Company at the 27th AGM to hold office for
another term of five consecutive years until the conclusion of 32nd AGM of the Company,
which will be held in the year 2027.
The Auditors report for FY 23 does not contain any qualification, reservation or
adverse remark. Further pursuant to Section 143(12) of the Act, the Statutory auditors of
the Company have not reported any instances of fraud committed in the Company by its
officers or employees, the details of which would need to be mentioned in the Board's
Report.
Cost Auditor
In terms of the provisions of Section 148 of the Act, read with the Companies (Audit
and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 duly
amended, cost audit is applicable to the Company. The Company has been maintaining cost
accounts and records in respect of applicable products. M/s J.H & Associates, Cost
Accountants, Bengaluru have been appointed as the Cost Auditors to conduct the cost audit
of your Company for the FY 24. The Board recommends the ratification of the remuneration
to the Cost Auditors.
Secretarial Auditor
In terms of Section 204 of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s Sanjay Grover
& Associates, a firm of Company Secretaries in practice to undertake the Secretarial
Audit of the Company for FY 23. The report on secretarial audit is annexed as Annexure D
to the Board's Report. The report does not contain any qualification, reservation or
adverse remark.
Corporate Social Responsibility (CSR)
A CSR policy formulated by the CSR committee, is available on the Company's website at
http://www.triveniturbines. com/key-policies. The composition of the CSR Committee and
Annual Report on CSR Activities during FY 23 as recommended by the CSR Committee and
approved by the Board is provided in Annexure E to the Board's Report.
Audit Committee
The composition of the Audit Committee is provided in the Corporate Governance Report
that forms part of this Annual Report.
Vigil Mechanism
The Company has established a vigil mechanism through a Whistle Blower Policy and
through the Audit Committee to oversee genuine concerns expressed by the employees and
other directors. The Company has also provided adequate safeguards against victimisation
of employees and directors who may express their concerns pursuant to this policy. The
Company has also provided a direct access to the Chairman of the Audit Committee on
reporting issues concerned with the interests of the employees and the Company. The policy
has been uploaded on the website of the Company at http://
www.triveniturbines.com/key-policies.
Disclosure under the Sexual harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act 2013
The Company has an Anti-Sexual Harassment policy in line with the requirements of
Sexual Harassment of Women at The Workplace (Prevention, Prohibition and Redressal) Act
2013. The Internal Complaint Committee (ICC) has been set up to address complaints
received regarding sexual harassment. During the period under review, no complaint was
received by the ICC.
Particulars of loans, guarantees or investments made under Section 186 of the Companies
Act, 2013
Note 5 of the standalone financial statements of the Company included in the Annual
Report, provides the particulars of the investments made by the Company in the security of
other corporate bodies and note 35 of the standalone financial statements of the Company
included in the Annual Report, provides the particulars of the guarantees given by the
Company. The Company has not given any loans nor provided any security in connection with
a loan to any corporate body or person.
Conservation of energy, technology absorption, foreign exchange earnings and outgo
The particulars required under Section 134(3) (m) of the Act, read with the relevant
rules, are provided in Annexure F to the Board's Report.
Particulars of Employees
The information as required under Section 197 of the Act, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided
in Annexure G to the Board's 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 Board's Report.
However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual
Report is being sent to all the members of the Company, excluding the aforesaid
information. The said information is available for inspection by the members at the
registered office of the Company, up to the date of the ensuing Annual General Meeting.
Any member interested in obtaining such particulars may write to the Company Secretary at
the registered office of the Company.
Employees Stock Option
There are no outstanding stock options and no stock options were either issued or
allotted during the year.
Management's discussion and Analysis
In terms of provisions of Regulation 34 of the Listing Regulations, the Management's
discussion and analysis is detailed out in this Annual Report.
Business Responsibility and Sustainability Report (BRSR)
The Listing Regulations mandate top 1000 listed entities based on the market
capitalization as on March 31 of every financial year, to include the BRSR as part of the
Director's Report of the Company. The report in the prescribed form is annexed as Annexure
I to the Board Report.
Secretarial Standards
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
Deposits
The Company has not accepted any public deposits under Section 73 of the Act.
Annual Return
The Annual Return of the Company for the financial year 2022-23 is available on the
Company's website at www. triveniturbines.com
Significant and material orders/general disclosures
There are no significant and material orders passed by regulators or courts or
tribunals impacting the going concern status and the Company's future operations. During
the year under review, neither any application was made nor any proceedings is pending
against the Company under the Insolvency and Bankruptcy Code, 2016. Further, there was no
instance of one-time settlement with any bank or financial institution.
Human Resources
We always believe that people are the key for TTL's growth and success. New &
upcoming technologies will evolve continuously, new ways of conducting business will
emerge and yet it is the employees that drive the innovation, execution to enable success
across this journey of growth. We continue to invest in the development and well-being of
our employees as it is crucial for our business to thrive in today's competitive
landscape. We recognize the value of our people and provide them with opportunities for
growth and advancement. We believe in building a strong, resilient and well-informed
workforce that will help us achieve sustainable success.
The integration of organizational growth with employees' aspirations is the key to
building a resurgent workforce. When peoples' aspirations are aligned with the growth
trajectory of the organization, they feel a sense of ownership and pride in their work. As
a result, they are more engaged, committed, and motivated to work towards the company's
goals. As an organization, we understand the aspirations of our people and have defined
initiatives to address them through training, mentorship, and growth opportunities,
thereby creating a culture of learning and growth. Innovation, creative ideas and new
dimensions are supported to enhance productivity, enrich customer experience to accomplish
organizational growth. The continuing focus on fostering a high performing culture and
building competencies for the present and future has supported in adapting to the changing
business scenario.
Our employee-related processes spanning across talent acquisition, talent development,
talent management, and talent retention has been pivotal in enhancing the employee
experience and knowledge. The continuing focus on fostering a high performing culture and
building competencies for the present and future has supported in adapting to the changing
business scenario. While attracting talent from outside is helping in getting
"outside-in" perspective, development of existing workforce strengthens us to
build flexible, agile and future ready workforce.
We have strengthened our campus connect initiative with premium institutes like 11 Sc
& IITs. These institutes are known for their cutting-edge research, innovation, and
industry partnerships. By collaborating with them, we will gain access to the latest
technological advancements, insights, and best practices. The robust training for the
fresh graduate engineers further compliments the creation of resource pipeline for future.
The campus connect program will also help build a strong brand image for the organization,
making it an
attractive place for both customers and future employees. By leveraging the expertise
and resources of premium institutes through campus connect initiatives, we are building a
strong foundation for our technology initiatives that will consequently lead to a
competitive edge in the market.
In the world of hyper-connectivity and information overload, the company understands
that the purpose of training is to increase learnability. Introduction of self- paced
learning platform to encourage learning, experience sharing forums, teach-back sessions,
etc. is aimed at stimulating the learning culture. We continue with our efforts to
Connect, Communicate, and engage with employees to enhance the employee experience as it
will enable high-performing teams to cope with the VUCA world is a prime focus for the
company. Development, engagement, and successful talent development through constant
re-skilling and upskilling of employees, as well as building the leadership bench and
creating a talent pipeline for the future, are critical to the growth ambitions of the
Company.
Appreciation
Your directors wish to take this opportunity to express their sincere appreciation to
all the stakeholders, customers, suppliers, shareholders, employees, the Central
Government, the Karnataka Government, financial institutions, banks and all other business
associates for their whole-hearted support and co-operation. We look forward to their
continued support and encouragement.
For and on behalf of the Board of Directors,
|
Dhruv M Sawhney |
| Date: May 16, 2023 |
Chairman & Managing Director |
| Place: Noida |
DIN 00102999 |
Annexure-A
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES
/ASSOCIATE COMPANIES/JOINT VENTURES
Part "A": Subsidiaries
(Rs. in Million)
| Name of the subsidiary |
Triveni Energy Solutions Ltd. (TESL) |
Triveni Turbines Europe Pvt. Ltd. (TTE) |
Triveni Turbines
DMCC
(TTD) |
Triveni Turbines Africa (Pty) Ltd (TTA) |
TSE Engineering (Pty) Ltd (TSE) |
| 1. Country of Incorporation |
India |
United Kingdom |
Dubai, UAE |
South Africa |
South Africa |
| 2. Date of becoming subsidiary/acquisition |
28.05.2010 |
23.12.2014 |
31.03.2015 |
13.07.2017 |
01.03.2022 |
| 3. Reporting period for the subsidiary concerned, if different from the holding
company's reporting period |
NA |
NA |
NA |
NA |
NA |
| 4. Reporting currency and Exchange rate as on the last date of the relevant Financial
year in the case of foreign subsidiaries |
INR |
Currency - GBP Exchange
rate-
1GBP = INR 101.87 |
Currency - USD Exchange
rate-
1USD= INR 82.22 |
Currency - ZAR Exchange
rate-
1ZAR= INR 4.63 |
Currency - ZAR Exchange
rate-
1ZAR= INR 4.63 |
| 5. Share capital |
160.00 |
20.37 |
15.68 |
2.85 |
0.00 (Rs. 500) |
| 6. Reserves & surplus |
722.02 |
22.50 |
484.39 |
126.19 |
27.01 |
| 7. Total assets |
1,013.70 |
54.57 |
1,150.56 |
431.68 |
193.88 |
| 8. Total Liabilities |
131.68 |
11.69 |
650.49 |
302.64 |
166.87 |
| 9. Investments |
- |
12.66* |
70.56** |
- |
- |
| 10. Turnover (Including other Income) |
701.60 |
0.96 |
550.57 |
1,198.27 |
172.89 |
| 11. Profit/(Loss) before taxation |
300.90 |
(3.22) |
160.85 |
136.50 |
14.27 |
| 12. Provision for taxation |
77.41 |
- |
- |
40.59 |
4.17 |
| 13. Profit after taxation |
223.49 |
(3.22) |
160.85 |
95.91 |
10.10 |
| 14. Proposed Dividend |
- |
- |
- |
- |
- |
| 15. % of shareholding |
100% |
100% |
100% |
100% |
70% |
(*) in the equity share capital of TTD which is a wholly owned subsidiary of TTE. (**)
in the equity share capital of TTA & TSE which is a subsidiary of TTD.
Part "B": ASSOCIATES AND JOINT VENTURES :
There are no associates/joint ventures as at March 31, 2023.
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