Triveni Engineering & Industries Ltd — Interim / Quarterly Report 2018

Nov 2, 2018

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REF:TEIL:SE:	nd November,Date:22018
The DeputyGeneralManager	The Asst.Vice President,
Departmentof CorporateServices,	ListingDepartment
BSE Limited	NationalStockExchangeof IndiaLtd.,
Ist Floor,NewTradingRing,	ExchangePlaza,5th Floor,
RotundaBuilding,P.J. Tower,	Plot No. CIl,G Block,
DalalStreet,Fort,	Bandra-KurlaComplex,Sandra(E),
MUMBAI- 400 001	MUMBAI- 400 051
532356STOCKCODE:	STOCKCODE:TRIVENI
2,2018Sub:Outcomeof theBoardMeetingheldon November

Dear Sirs,

This is to inform you that the Board of Directors of the Company at their meeting held today i.e. November 2, 2018, has inter-alia considered and approved the following:

• I. Unaudited Financial Results (stand-alone and consolidated) for the 2 nd quarter and half year ended Sept 30, 2018. The said financial results together with Limited Review Reports of the Statutory Auditors of the Company thereon and the Newspaper publication issued by the Company are enclosed.
• 1. Proposal for setting up a new molasses based 80 KLPD distillery at Muzaffarnagar, Uttar Pradesh, subject to receipt of necessary statutory clearances, raising total distillation capacity to 400 KLPD (including the new distillery of 160 KLPD at Sabitgarh under execution) at a total cost of about Rs.122 crore. Necessary disclosure to this effect is attached as Annexure-I.
• 1. Re-appointment of the following existing Non-Executive Independent Directors, whose term of office is due to expire on March 31, 2019 and April 15, 2019, for the tenure mentioned against each ofthem:-

Sr.No.	Name of the Director	Due date of expiryof existing tenure	ProposedTenure(Yrs.)	EffectiveDateofre-appointment
I.	Mr ShekharDatta(DIN :00045591)	31.3.2019	5	1.4.2019
2.	Ms HomaiA. Daruwalla(DIN:00365880)	31.3.2019	5	1.4.2019
3.	Dr. SantoshPande(DIN:O I070414)	15.4.2019	5	16.4.2019

The brief profile of all the aforesaid directors are attached as Annexure-II. None of these directors are related to any of the Directors, Key Managerial Personnel or Promoters of the Company. It is confirmed that none of them is debarred from holding the office of director by virtue of any SEBI order or the order of any statutory authority.

1. Adoption of a new set of Articles of Association of the Company in accordance with the provisions of the Companies Act, 2013 in place of, in substitution to, and the entire exclusion of the existing Articles of Association.

The re-appointment of aforesaid Directors and Alteration of Articles of Association is subject to the approval of the shareholders by way of special resolutions.

The meeting of the Board commenced at 12.15 p.m. and concluded at :3.00 p.m.

You are requested to please take the above on record and disseminate to all concerned.

Thanking you,

Yours faithfully, For Triveni Engineering & Industries Ltd.,

)

(;~TA BHALLA Group Vice President & Company Secretary 1'1.f.J'. Cf 'fr-> Encl: As above

Annexure I

a)	Existingcapacity	160KLPDatMuzaffarnagar,U.P.(Additionallyanew160KLPDdistilleryatSabitgarhisunderexecution,tobeoperationalby1stquarterofFY2019-20).
b)	capacityExistingutilization	160KLPD
c)	Proposedcapacityutilization	u.r.80KLPDatMuzaffarnagar,
d)	Periodwithinwhichtheproposedcapacityistobeadded	By3rd quarterofFY2019-20
e)	Investmentrequired	Rs.122crore(Approx.)
f)	Modeoffinancing	Partlyfrominternalaccrualsandpartlyfrombanks(underSchemeoffinancialassistancetosugarmillsforenhancementofEthanolproductioncapacity)/SugarDevelopmentFund
g)	Rationale	ToachievehigherdegreeofintegrationwithinSugarBusinessforenhancementofvalueofby-products(Molasses)producedduringsugarmanufactureandtobeabletochangeproduct-mix,asrequired,tomakeoveralloperationsmoreprofitableandminimizetheimpactofsugarcyclicalities.

Disclosure with regard to proposed Distillery at Muzaffarnagar

3

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Brief Profile of Non-Executive Independent Directors

Mr Shekhar Datta (DIN:00045591)

Mr Datta, aged about 81 years, has been on the Board of the Company since 25th April, 2009. He is a Graduate in Mechanical Engineering from London and is a Fellow of All India Management Association. Mr Datta has been Business Consultant to a number of Indian companies and former member of International Business Advisory Council of UNIDO. Mr Datta has been President of Confederation of Indian Industry (CIl), Bombay Chamber of Commerce & Industry and Indo-Italian Chamber of Commerce & Industry. He has been honoured with the citation of Commendatore' (1995) in the Order for Merit of the Italian Republic, by the President of Italy; as 'Companion' of the Institution of Mechanical Engineers, U.K. and awarded 'Winner' of the Indo-British Trophy (1997) conferred by Her Majesty Queen Elizabeth II.

Mr Datta was Managing Director and President of Greaves Cotton Ltd. and was responsible for the spectacular growth of the Company during his tenure as Managing Director. Mr Datta has held directorships in a number of reputed companies like Bharat Heavy Electricals Ltd., Industrial Development Bank of India Ltd., Crompton Greaves Ltd. He was also Chairman of the Bombay Stock Exchange Ltd. Presently he is a Director on the Boards of Triveni Turbine Ltd., GE Triveni Ltd. and Wockhardt Ltd.

Ms. Homai A. Daruwalla

(DIN:00365880)

Ms Daruwalla, aged about 70 years, has been on the Board of the Company since 7 th November, 2013. She is a qualified Chartered Accountant. She has served the banking industry for more than three decades in various positions and retired as Chairman and Managing Director of Central Bank of India in December 2008. She also handled prestigious assignments as Region of India Director on the Board of The Institute of Internal Auditors, Florida USA. In recognition of her excellent contribution in the field of banking, Ms. Daruwalla has been conferred with many prestigious awards. Post retirement, she is active as Executive Advisor/Consultant, her forte being finance sector.

She is also lending her experience and expertise as Independent Director on the Boards of prestigious companies like IIFL Asset Management Co. Ltd., Reliance Securities Ltd., Reliance Financial Ltd., and listed companies like Triveni Engineering & Industries Ltd., Rolta India Ltd., Gammon Infrastructure Projects Ltd. & Jaiprakash Associates Ltd. Besides, she is also the Chairperson of The Zoroastrian Co-operative Bank Ltd., a leading multi-state scheduled bank.

Dr. Santosh Pande (DIN:O1070414)

Dr Santosh Pande, aged about 67 years, has been on the Board of the Company since 16 th April, 2014. He holds a bachelors' degree in mechanical engineering from lIT Kharagpur, a post graduate diploma in management from lIM Kolkata and is a Fellow of the Institute of Cost Accountants ofIndia (FCMA).

He is a senior professional, with over three-decades of managerial experience and has held positions in the top management and Board of other companies including Triveni Engineering & Industries Ltd since 2014. He has worked in the automotive, engineering, IT and ITeS sectors and has had overseas stints in Europe, US and Africa. He is a part of the founding team of Nihilent Technologies, a $ 40 million IT consulting & services company having a global footprint and headquartered in Pune.

Mr Pande has a research interest in corporate governance practices among Indian companies and has authored an e-book titled "An Overview of Corporate Governance Reforms in India" on this subject. In March 2014 he has been awarded a Ph D in Business Administration by Aligarh Muslim University for his dissertation titled "Ownership concentration, corporate governance and the firm's financial performance.