Ref: TTL: SD:SE:

Date: 26.02.2019 By EMail

The Deputy General Manager,	The Asst. Vice President,
Department of Corporate Services,	Listing Department,
BSE Ltd.	National Stock Exchange of India Ltd.,
151 Floor, New Trading Ring,	Exchange Plaza, 5th Floor,
Rotunda Building, P.J. Tower,	Plot No. CII, G Block,
Dalal Street, Fort,	Bandra-Kurla Complex, Bandra (E),
MUMBAI-400 001	MUMBAI-400 051
Fax-022-22723 121/3719/203 7/2039	Fax-022-2659823 7/8238/8347/8348

STOCK CODE: 533655	STOCK CODE: TRITURBINE
Sub: Postal Ballot Notice

Dear Sir,

As required under Regulation 30 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we submit herewith following

(i) a copy of the Postal Ballot notice dated February 11,2019 ("Postal Ballot Notice"), together with annexures attached thereto including explanatory statement, and Postal ballot form.

The business as set out in aforesaid postal ballot notice is to be transacted by the members through postal ballot which includes voting by electronic means. In terms of the provisions of the Companies Act, 2013 read with Rules framed thereunder and the Listing Regulations, the Company is providing facility for voting by electronic means through e-voting platform of Mis Central Depository Services (India) Limited (CDSL) through their portal https:llevoting.lndia.com.

The voting period including e-voting commences on February 27,2019 (9:00 a.m. 1ST) and ends on March 28,2019 (5 :00 p.m. 1ST). During this period, the members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. February 15,2019, may cast their vote physically or through e-voting. The result of the postal ballot shall be announced on or before March 30, 2019.

(ii) Copies of the newspaper advertisement confirming the completion of dispatch of the Postal Ballot Notice and Postal Ballot Form, published in the English and Hindi newspapers, namely Financial Express and Jansatta , respectively on February 26,2019.

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

Thanking you,

Yours faithfully, For Triveni Turbine Limited,

Rajiv Sawhney Company Secretary

Encl: As above

CIN: L29110UP1995PLC041834 Registered office : A-44 Hosiery Complex, Phase II Extn, Noida-201 305, Uttar Pradesh th Corporate office : 8 Floor, Express Trade Towers, Plot no.15-16, Sector 16A, Noida- 201 301, Uttar Pradesh Website: www.triveniturbines.com, E-mail : [email protected], Phone : 91 120 4308000, Fax : 91 120 4311010-11,

POSTAL BALLOT NOTICE

(Pursuant to Sections 110 and 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014)

Dear Member(s),

This notice ("Notice") is hereby given pursuant to Section 110 and Section 108 of the Companies Act, 2013 (the "Companies Act"), read with Rules 22 and 20 of the Companies (Management and Administration) Rules, 2014 (the "Management Rules") including any statutory modification or re-enactment thereof for the time being in force, and other applicable provisions, if any, seeking approval of the shareholders of Triveni Turbine Limited (the "Company") to the proposed Resolution appended below by way of postal ballot ("Postal Ballot") including electronic voting for Postal Ballot. An explanatory statement pursuant to Section 102 of the Companies Act and other applicable legal provisions ("Explanatory Statement"), pertaining to the said Resolution setting out the material facts and the reasons therefor, is appended along with a postal ballot form (the "Postal Ballot Form"). Pursuant to Rule 22(5) of the Management Rules, the Company has appointed Mr. Suresh Kumar Gupta, Practising Company Secretary (CP NO 5204) to act as the Scrutinizer (the "Scrutinizer") for conducting the postal ballot process (including electronic voting), in a fair and transparent manner. The Scrutinizer is willing to be appointed and be available for the purpose of ascertaining the requisite majority.

The shareholders are requested to carefully read the instructions indicated in this Notice and record their assent (for) or dissent (against) in the Postal Ballot Form and return the said form duly completed in the attached self-addressed, postage prepaid business reply envelope, if posted in India, so as to reach the Scrutinizer not later than close of working hours (5:00 p.m. IST) on March 28, 2019 (Thursday). Postal Ballot Forms received after that date will be strictly treated as if a reply from such shareholder has not been received. The postage expense will be borne and paid for by the Company.

In compliance with the provision of Sections 110 and 108 of the Companies Act, read with Rules 22 and 20 of the Management Rules and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), the Company is also offering facility of voting by electronic means ("E-voting") as an alternate mode of voting to all shareholders to enable them to cast their votes electronically instead of dispatching Postal Ballot Forms. Shareholders are requested to follow the procedure as stated in the notes and instructions for casting of votes by E-voting. The Company has engaged services of Central Depository Services (India) Limited ("CDSL") as its agency for providing E-voting facility to Shareholders of the Company. It may be noted that E-voting is optional. Shareholder may opt for only one mode of voting and in case that a Shareholder has voted through E-voting, he/she shall not use the Postal Ballot Form to cast his or her vote. If a shareholder casts vote through E-voting as well as Postal Ballot Form, the vote cast through E-voting would be considered and votes cast through Postal Ballot Form shall be treated as invalid.

The Scrutinizer will submit his report to the Chairman/ Vice Chairman & Managing Director of the Company or any other person authorised by them in writing after completion of scrutiny of Postal Ballot (including E-voting) in a fair and transparent manner. The results of the Postal Ballot will be announced on or before March 30, 2019 (Saturday) and will be displayed at the notice board of the registered office and Corporate office of the Company and communicated to BSE Limited (the "BSE") and National Stock Exchange of India Limited (the "NSE") (the NSE together with the BSE is referred to as the "Stock Exchanges") where the Equity Shares of the Company are listed. The results of the Postal Ballot will also be displayed on the Company's website i.e. www.triveniturbines.com and on the website of CDSL, i.e., www.cdslindia.com.

Shareholders desiring to opt for E-voting as per facilities arranged by the Company are requested to read the notes to the Notice and instructions to the form. References to Postal Ballot(s) in this Notice include votes received electronically.

1. To consider and, if thought fit, to pass with or without modification(s) the following Resolution as a Special Resolution

Re-appointment of Mr. Dhruv M Sawhney as Managing Director

RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifications, amendments or re-enactments thereto for the time being in force) (hereinafter referred to as "the Act"), the relevant provisions of the Articles of Association of the Company, and subject to such approvals as may be required, consent and approval of the Company be and is hereby accorded to the re-appointment of Mr. Dhruv M. Sawhney (Director Identification Number:00102999) as Managing Director of the Company for a period of five years, on the expiry of his present term of office i.e. with effect from 10th May, 2019, on the remuneration and terms and conditions as set out in the Explanatory Statement annexed to this Notice and whose period of office shall be liable to determination by retirement of directors by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company (on the recommendations of the Nomination & Remuneration Committee) be and are hereby authorized to revise, amend, alter and vary the terms and conditions of reappointment and remuneration of Mr. Dhruv M. Sawhney, Managing Director in such a manner as may be permissible in accordance with the provisions of the Act read with Schedule V and other applicable laws/regulations, if any or any modification or enactment thereto and subject to the approval of the Central Government, if required, and as may be agreed to by and between the Board of Directors and Mr. Dhruv M. Sawhney, without any further reference to the shareholders in general meeting.

RESOLVED FURTHER THAT in the absence or inadequacy of profits in any financial year during the term of office of Mr. Dhruv M. Sawhney as Managing Director, he shall be paid the remuneration, allowances and perquisites except the commission/performance bonus as set out in the explanatory statement forming part of this Notice or the revised remuneration as approved by the Board of Directors from time to time, as the Minimum Remuneration in accordance with Schedule V and other applicable provisions of the Act.

RESOLVED FURTHER THAT as Managing Director of the Company, Mr. Dhruv M. Sawhney shall, subject to the supervision, control and directions of the Board of Directors of the Company, continue to exercise substantial powers of management and shall manage the business and affairs of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to take all actions and steps expedient or desirable to give effect to this resolution in conformity with the provisions of the Act and also to settle any question, difficulty or doubt that may arise in this regard without requiring to secure any further consent or approval of the shareholders of the Company.

Registered office ; A-44 Hosiery Complex By order of the Board Phase II Extension , Noida-201305, Uttar Pradesh For Triveni Turbine Limited Place : Noida Date : February 11, 2019 Rajiv Sawhney

Company Secretary Membership No. A8047

Notes:

1. An Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act in respect of proposed special resolution to be passed through Postal Ballot/E-voting is annexed hereto along with Postal Ballot Form for your consideration.
1. The Notice is being sent to all the shareholders, whose names appear in the register of members/list of beneficial owners, as on the close of working hours on February 15, 2019 (Friday) i.e. cut-off date, as received from the National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") (together referred to as "Depositories") and those shareholders holding physical shares, whose details are received from M/s Alankit Assignments Limited, the registrar and share transfer agent of the Company ("Registrar and Share Transfer Agent"). Any person who is not a shareholder of the Company as on date specified above shall treat the Notice for information purposes only.
1. Shareholders who have registered their e-mail IDs with Depositories / with the Company/ with Registrar and Share Transfer Agent are being sent this Notice by e-mail and the shareholders who have not registered their e-mail IDs will receive this Notice along with the Postal Ballot Form by registered post or any other prescribed mode.
1. In case a shareholder is desirous of obtaining a printed Postal Ballot Form or a duplicate, he or she may send an e-mail to [email protected]. The Company shall forward the same along with self-addressed postage-prepaid business reply envelop to the shareholder.
1. Kindly note that the shareholders can opt for only one mode of voting, i.e., either by physical Postal Ballot or E-voting. If you are opting for E-voting, then do not vote by physical Postal Ballot and vice versa. However, in case shareholders cast their vote by physical Postal Ballot and E-voting, then voting done by E-voting shall prevail and votes cast through physical Postal Ballot will be treated as invalid.
1. Shareholders desiring to exercise vote by physical Postal Ballot are requested to carefully read the instructions printed on the Postal Ballot Form and return the Postal Ballot Form duly completed and signed in the enclosed self-addressed business reply envelope to the Scrutinizer, so that it reaches to the Scrutinizer not later than the close of business hours (i.e., 5:00 p.m. IST) on March 28, 2019 (Thursday). The postage cost will be borne by the Company. However, envelopes containing Postal Ballots, if sent by courier or registered/speed post at the expense of the shareholders will also be accepted.
1. The voting rights of members shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date i.e., February 15, 2019 (Friday). Aperson, whose name is recorded in the Register of Members/List of Beneficial Owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of evoting as well as voting through postal ballot.
th 8. The Postal Ballot period commences on February 27 , 2019 (Wednesday) at 9:00 a.m. IST and ends at 5:00 p.m. IST on March 28, 2019 (Thursday).
1. Postal Ballot Forms received after 5:00 p.m. IST on March 28, 2019 (Thursday) will not be valid and will be strictly treated as if the reply has not been received from the shareholders.
1. Mr. Suresh Kumar Gupta, Practising Company Secretary (CP No. 5204) has been appointed as the Scrutinizer to conduct the Postal Ballot and e-voting process in a fair and transparent manner.
1. The Scrutinizer will submit his report to the Chairman/ Vice Chairman & Managing Director of the Company or any person authorised by them in writing after completion of scrutiny and result of voting by Postal Ballot will be announced on or before March 30, 2019 (Saturday) and will be communicated to the Stock Exchanges where the Company's securities are listed, and shall also be displayed on the Company's website, www.triveniturbines.com and the website of CDSLi.e. www.cdslindia.com.
1. The last date for the receipt of duly completed Postal Ballot Form or E-voting shall be the date on which the proposed resolution would be deemed to have been passed, if approved by the requisite majority. All the material documents referred to in the accompanying Notice and the Explanatory Statement will be open for inspection between 10:00 a.m. to 12:00 noon IST on all working days at the Registered / Corporate office of the Company upto the last date for receipt of votes by Postal Ballot/ E-voting.
1. Shareholders can also register their e-mail IDs and contact numbers with the Company by sending details to [email protected] or with our Registrar and Transfer Agent, viz., M/s Alankit Assignments Limited in order to enable the Company to communicate to the shareholders, the information about various developments in the Company via e-mail / SMS.
1. The Notice along with the Postal Ballot Form shall also be hosted on Company's website: www.triveniturbines.com
1. Voting through electronic means:
(a) In compliance with Clause 44 of the SEBI Listing Regulations and the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder, the Company is pleased to provide e-voting facility to all its members to enable them to cast their votes electronically instead of dispatching the physical postal ballot form by post. The Company has made necessary arrangements with M/s Central Depository Services (India) Limited (CDSL) for the purpose of providing evoting facility to all its members.
(b) The procedure and instructions for e-voting are as under:
(i) Log on to the e-voting website www.evotingindia.com
(ii) Click on "Shareholders/Members".
(iii) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DPID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
(iv) Next enter the Image Verification as displayed and Click on Login.
(v) If you are holding shares in Demat form and had logged on to www.evotingindia.com and casted your vote earlier for EVSN of any company, then your existing password is to be used.

For Members holding shares in Demat Form and Physical Form
Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both dematshareholders as well as physical shareholders)
Members who have not updated their PAN with the Company/Depository Participant are requested touse the first two letters of their name and the 8 digits of the sequence number in the PAN field.Sequence number is printed on the Attendance slip.
In case the sequence number is less than 8 digits enter the applicable number of 0's before thenumber after the first two characters of the name in CAPITAL letters. For example, if your name isRamesh Kumar with sequence number 1 then enter RA00000001 in the PAN field
(DOB) Enter the Dividend Bank Details or date of birth (in dd/mm/yyyy format) as recorded in yourdemat account or in the company records in order to login.If both the details are not recorded with the depository or company, please enter the member id /folio number in the Dividend Bank details field as mentioned in instruction (iv).

(vii) After entering these details appropriately, click on "SUBMIT" tab.
(viii) Members holding shares in physical form will then reach directly the EVSN selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(x) Click on the EVSN "190218010" of Triveni Turbine Limited.
(xi) On the voting page, you will see Resolution Description and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xii) Click on the "Resolutions File Link" if you wish to view the entire Resolutions.
(xiii) After selecting the resolution you have decided to vote on, click on "SUBMIT". Aconfirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
(xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
(xv) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.
(xvi) If Demat account holder has forgotten the changed login password then enter the User ID and image verification code and click on Forgot Password & enter the details as prompted by the system.
(xvii) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xviii) Note for Non - Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, and NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
A scanned copy of the Registration form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
Ascanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
(c) The e-voting period commences on February 27, 2019 (Wednesday) (9.00 a.m. IST) and ends on March 28, 2019 (Thursday) (5.00 p.m. IST). During this period, Members of the Company, holding shares either in physical form or in dematerialized from, as on the cutoff date i.e. February 15, 2019 ( Friday) may cast their vote electronically. The e-voting module shall be disabled by CDSLfor voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.
(d) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com under help section or contact Mr. Rakesh Dalvi, Manager, CDSL, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400 013 or send an email to helpdesk number 1800225533 or write an email to [email protected].

EXPLANATORYSTATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No.1: Re-appointment of Mr. Dhruv M Sawhney as Managing Director

st th The members of the Company had, at their 21 Annual General Meeting (AGM) held on 4 August, 2016, re-appointed Mr. Dhruv M. Sawhney as Managing Director of the Company (designated as Chairman & Managing Director) for a period of th three years with effect from 10 May, 2016 without any remuneration except for certain benefits/facilities for effectively discharging his official duties.

th The present tenure of Mr. Dhruv M Sawhney is due to expire on 9 May, 2019. During his current tenure, Mr. Sawhney had been spearheading marketing thrust and focusing on the externalization of the Company's business through and with the help of the foreign subsidiaries and he was drawing remuneration from the step down subsidiary namely, Triveni Turbines DMCC, Dubai (UAE). Under the guidance of Mr. Sawhney, substantial progress has been achieved and the foreign subsidiaries are actively promoting the products and brand of the Company.

The Nomination and Remuneration Committee and the Board felt that there is a requirement for Mr. Sawhney to continue to focus on international business during which time, he would continue to be based abroad and remunerated from the stepdown subsidiary and as per the present arrangements, will not draw any remuneration from the Company except for certain benefits/ facilities for effective discharge of his office duties. After stabilization of the international business and after achievement of the organizational goals, he may be based in India to oversee the operations of the entire group and shall be remunerated in accordance with this resolution in the manner as may be mutually agreed.

th The Board of Directors of the Company at their meeting held on 11 February, 2019 have, on the recommendation of the Nomination and Remuneration Committee, and subject to necessary approvals as may be required, re-appointed Mr. Dhruv M. Sawhney as Managing Director of the Company (designated as Chairman & Managing Director), for a further period of five years, on the expiry of his present term of office i.e with effect from 10th May, 2019, on the remuneration and terms and conditions set out below:-

I. Remuneration

1. Salary:

Rs.25,00,000/- (Rupees Twenty five lakh only) per month in the scale of Rs.25,00,000/- to Rs.45,00,000/-, with st such annual increments as may be decided by the Board/Nomination & Remuneration Committee effective 1 April each year.

2. Allowances and Perquisites:

(i) Housing:

a) Leased residential accommodation having rent upto 60% of the Salary or House Rent Allowance at the rate of 60% of Salary as per the Rules of the Company.
b) Actual expenses pertaining to maintenance of accommodation, gas, electricity, water and other utilities will be borne/reimbursed by the Company.
c) The Company shall provide such furniture, furnishing, domestic help and security guards at his residence as may be required.
(ii) Medical Reimbursement: Reimbursement of actual medical expenses incurred in India and abroad for self and family. The total cost of travel to and fro and also for the stay in the foreign country of the patient, an attendant and medical supervision, if required, shall be borne by the Company.
(iii) Leave Travel Assistance: As per Rules of the Company.
(iv) Insurance Coverage: Medical /health insurance, Personal Accident Insurance in India and abroad for self and family.
(v) Company's contribution to the Provident Fund and payment of Gratuity shall be as per the Rules of the Company.
(vi) Leave: Leave with full pay and allowances or encashment thereof as per Rules of the Company. Leave accumulated, but not availed during the tenure shall be encashed at the end of the tenure as per Rules of the Company.
(vii) Club Memberships: Subscription or reimbursement of membership fees for two clubs in India and/or abroad, including admission and life membership fees.
**(viii) Conveyance facilities:**Provision of two cars with chauffeur.

Explanation:

Perquisites shall be evaluated as per Income-tax Rules, wherever applicable and in the absence of any such rule, perquisites shall be evaluated at actual cost.

3. Commission/Performance Bonus: As may be decided by the Board of Directors, on the recommendations of the Nomination and Remuneration Committee, from year to year.

Amenities:

i) Communication facilities: The Company shall provide appropriate telephones, including cellular phones, telefax, internet and other communication facilities at the Managing Director's residence, for discharging his functions effectively.

ii) The Company shall provide office space, if required by the Managing Director either at his residence or any other convenient place for discharging his official duties along with the required office infrastructure and facilities.
iii) The Managing Director shall be entitled to the reimbursement of expenses actually incurred on official traveling and board and lodging for self and also for spouse, if considered expedient to accompany him in the Company's interests, during domestic or overseas business trips and reimbursement of entertainment expenses incurred in the course of business of the Company.

Explanation:

The amenities shall not be included for the purposes of computation of the Managing Director's remuneration as aforesaid.

II. Overall Remuneration

The aggregate of salary, allowances and perquisites in any financial year shall not exceed the limits prescribed under Section 197 and other applicable provisions of the Companies Act, 2013 ("Act") read with Schedule V to the said Act, as may, for the time being, be in force.

III. Minimum Remuneration: Notwithstanding anything to the contrary contained herein, in the event of absence or inadequacy of profits in any financial year during the term of office of Mr. Dhruv M. Sawhney as Managing Director, the Company will, subject to applicable laws, pay him the remuneration, allowances and perquisites as detailed above with such increments/revision as may be approved from time to time except commission/performance bonus as the Minimum Remuneration in accordance with Schedule V and other applicable provisions of the Act.

Mr. Dhruv M. Sawhney is also the Chairman & Managing Director of one of the promoter companies viz. Triveni Engineering & Industries Ltd. and presently has not been drawing any remuneration from that Company too except for certain benefits/facilities incidental to performance of his duties.

Mr. Dhruv M. Sawhney, being eligible, offers himself for re-appointment. A brief resume of Mr. Sawhney is annexed to this notice.

Since Mr. Sawhney, who is a Non-Resident Indian and has attained the age of 74 years, as per the provisions of Sections 196 and 197 read with Schedule V of the Act, his re-appointment is subject to approval of the shareholders by way of a special resolution and of the Central Government.

Accordingly, approval of the shareholders is sought by way of a special resolution to the re-appointment and payment of remuneration to Mr. Dhruv M. Sawhney as Managing Director of the Company in accordance with the relevant provisions of the Act read with Schedule V thereto.

The Board commends the passing of Special Resolution at Item No.1 of the Notice.

None of the Directors or Key Managerial Personnel of the Company or their relatives, except Mr. Dhruv M. Sawhney, Mr. Nikhil Sawhney, Vice Chairman & Managing Director and Mr. Tarun Sawhney, Director, who are related to each other, are concerned or interested, financially or otherwise, in this Special Resolution except to the extent of their shareholding interest, if any, in the Company.

Registered office ; A-44 Hosiery Complex By order of the Board Phase II Extension , Noida-201305, Uttar Pradesh For Triveni Turbine Limited Place : Noida Date : February 11, 2019 Rajiv Sawhney

Company Secretary Membership No. A8047

Mr. Dhruv M Sawhney

Promoter/Chairman & Managing Director

Mr. Dhruv M Sawhney DIN 00102999 aged about 74 years is , is an eminent Industrialist .He is Chairman & Managing Director of Triveni Turbine Ltd. and Triveni Engineering and Industries Ltd. with a group turnover of USD 700 Million and market capitalization of USD 800 million. He graduated with a Master's degree in Mechanical Sciences from Emmanuel College, University of Cambridge, U.K. and an M.B.A with distinction from the Wharton School, University of Pennsylvania, U.S.A. He was on the Dean's list for all terms, came second in the University, and is a life member of Beta Gama Sigma.

He was President of the Confederation of Indian Industry (CII), a Past President of the International Society of Sugar Cane Technologists and the Indian Sugar Mills Association. He received the 'Lifetime Achievement Award' from the Sugar Technologists' Association of India, and 'Indian Business Leader of the Year' from Horasis. He chairs the CII Triveni Water Institute an industry organisation centre of excellence on water. He received the "Chevalier de la Legion d'Honneur" from President Chirac of the French Republic, and was made an 'Honorary Lieutenant of the Royal Victorian Order' (LVO) by HM Queen Elizabeth II. He chaired the Commonwealth Leadership Development Conferences whose objective was to broaden decision making ability of future global leaders. He Co-Chair of the Indo-French CEO's Forum set up by the President of France and the Prime Minister of India. He is Chairman of the Indian Institute of Management, Kashipur, and a past Chairman of the Doon School. He was President of the All India Chess Federation for 12 years and is a Chevalier of the Confrérie des Chevaliers du Tastevin in Burgundy.He also chairs the Board of Trustees of North India's oldest private charitable hospital funded by the Triveni Group and Sawhney family.

Name of the Director	Mr. Dhruv M Sawhney
Date of Birth	June 26 ,1944
Nationality	Indian
Date of appointment on the Board	May 10, 2011
Qualifications	Graduate with a Master's degree in Mechanical Sciences from Emmanuel College,University of Cambridge, U.K. and an M.B.A with distinction from the WhartonSchool, University of Pennsylvania
Expertise	Vast Experience in Agriculture, Sugar & Engineering Industries
Directorship held in other publicCompanies	Chairman and Managing DirectorTriveni Engineering & Industries Ltd. (Listed Company)DirectorGE Triveni LtdTriveni Turbines Europe Pvt ltd. (U.K.)Triveni Turbines DMCC, Dubai (UAE)Triveni Turbines South Africa Pty Ltd. (South Africa)
Memberships / Chairmanshipsof Committees in other publicCompanies *	Audit CommitteeGE Triveni Ltd. - Chairman
Number of Board attend DuringFY 19	4 /4
Detail of Remunerations	As stated in the explanatory statements to item no 1 attached to this notice.
Shareholding	24409813 equity shares of Re 1/- each.
Relationship between directorsinter-se	Mr. Dhruv M. Sawhney is the father of Mr. Nikhil Sawhney, Vice Chairman andManaging Director and Mr. Tarun Sawhney, Director of the Company.

Details of Director seeking re-appointment through Postal Ballot notice dated February 11, 2019 pursuant to Regulation 36(3) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

* The Committees considered above are those prescribed under Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of Public Limited Companies..

POSTAL BALLOT FORM

Postal Ballot No. :

1 Name and Registered address of the sole / first named member :

2 Names(s) of the Joint : Member(s), if any
3 Registered Folio No. : /DPID No./Client ID No.* (*Applicable to investors holding shares in dematerialized form)
4 No. of Equity Shares held :

I/We hereby exercise my /our vote as ticked (3) in the box below in respect of the Special Resolution to be passed through postal ballot for the business as set out in the Postal Ballot Notice dated February 11, 2019 by recording my/our assent or dissent to the said resolutions by placing the tick (3) mark at the appropriate box below.

ItemNo.	Description of Resolutions	No. of EquityShares for whichvote cast	I / we assent tothe resolution(For)	I / we dissent tothe resolution(Against)
1.	Special Resolution for re-appointment of Mr. Dhruv M.Sawhney as Managing Director of the Company (DIN00102999) for a period of five years from 10th May, 2019on the remuneration and terms and conditions as set out inthe explanatory statement annexed to the notice.

Place: ........................ Date: …………....…… (Signature of the Member)

E-Voting Particulars

Electronic Voting Sequence Number(EVSN)	User ID	Default PAN/Sequence No.

Instructions for Postal Ballot:

1. A member desiring to exercise vote by Postal Ballot should complete the Postal Ballot Form in all respects (in original as no other form or photo copy thereof is permitted to be used for the purpose) and send it to the Scrutinizer in the attached selfaddressed postage pre-paid envelope. Postal Ballot Form may be sent through courier or registered/speed post at the expense of registered member. Postal Ballot Form may also be deposited personally at the address provided on the attached envelope.
1. Alternatively, a member may vote through electronic mode as per the instructions for e-voting provided in the Postal Ballot Notice sent herewith.
1. The self-addressed postage pre-paid envelope bears the postal address of the Scrutinizer appointed by the Company.
1. The voting period for exercising vote by postal ballot/e-voting commences on Wednesday, February 27, 2019 (9.00 a.m. IST) and ends on Thursday, March 28, 2019 (5.00 p.m. IST).
1. The Postal Ballot Form duly completed and signed (as per specimen signature registered with the Company) should be sent to the Scrutinizer appointed by the Company on or before the close of the working hours i.e. by Thursday, March 28, 2019 . Postal Ballot received after this date will be strictly treated as if the reply from the member has not been received and the same will not be considered. In case of e-voting, the e-voting module shall be disabled by CDSL for voting upon expiry of the aforesaid voting period.
1. In case shares are jointly held, the Form should be completed and signed by the first named member and in his/her absence, by the next named member.
1. In case of shares held by Companies, Institutional Investors, Trusts, Societies etc., the duly completed Postal Ballot Form should be accompanied by a certified true copy of the board resolution/authority letter/power of attorney etc. and sent to the Scrutinizer in the manner stated in the Notice of Postal Ballot.
1. The voting rights shall be reckoned on the paid-up value of Equity Shares registered in the name of the members/beneficial owners as on Friday, February 15, 2019 (cut-off date).
1. Members are requested not to send any paper (other than the resolution/authority letter/power of attorney as mentioned in instruction No.7 above) along with the Postal Ballot Form in the enclosed self-addressed prepaid postage envelope as all such envelopes will be sent to the Scrutinizer and any extraneous paper found in such envelope would be destroyed by the Scrutinizer and the Company would not be able to act on the same.
1. A tick mark (3) should be placed in the relevant box signifying assent/dissent for the resolution, as the case may be, before mailing the Postal Ballot Form. Postal Ballot form bearing tick mark (3) in both the columns will render the same invalid.
1. A member, including the member who has opted to receive the documents electronically may seek duplicate Postal Ballot Form from the Corporate Office of the Company. However, the duly filled in and signed duplicate Postal Ballot form should reach the Scrutinizer not later than the time and date specified hereinabove.
1. The vote in this Postal Ballot cannot be exercised through proxy.
1. There will be only one Postal Ballot Form for every Folio/Client ID.
1. Incomplete, unsigned, improperly or incorrectly tick marked Postal Ballot Form will be rejected.
1. The Scrutinizer's decision on the validity or otherwise of the Postal Ballot Form will be final.

. . ruOTIC£OF POSTAL BALLOT "

The m~!Ilbers f the ComPMy are hereby Infprmad that pursuant to Sections 110 and 108 of the Companlas Act, 2013 read wjth Rule 22 and 2,0 of (Management and Administration) Rules, 2014 88 amended and Regulation ¥ of the SEBI (Listing Obligatjon and Disclosurtt Requirements) Regulations; 2015Ah,e,Cmpany has dispatched, the Postal Ballot Notice along with Postal Ballot Fbf!iJ: 10 the memjlers, whose names appear in the register of members/llat of beneficial owners as on 15tb February, 2019'(cut·oll date) (i) thrpugh elecironlo mesns at thliir reilisiered e-mail IDs; an Oil through permltted mode In physical form along wlth a salf'addressed postage' prepaid Busine$s Reply Env'eJopa at their registered addresses, who have. not iegis,tere_d their e-mail tds" for seeking thek consent by way of special resolution lor tha business _s set outin the Postal Ballot NotIce llatedl1th. i tBbruary, 201. ..' ,. . , I

The Company has appointed'Mr Suresh:Kumar Gupta, Practising Company Secretary (CP' , '1' Np,62o'41 a. ScrutiniZe( for condu~'tiniJ the postalballot including e-voting process in a fair .: and transparent manner. The memhers of the Company are requested to communicate their ! asserit Dr dlnent by retuming'dilly filled in and signed postal,baliot form to the SCrutinizer on 'I' or before 6.00 p.rn. (lsn on 1;hur$day, 28tl1 March, 2019.

In thlsregards, the mlllllber ar~ herelJy further info,rmedthat: • . ,

(a) Th, business asset outinl'foresaid postal. ballot ilotice'isto be transacted by the ! members . through postal ballot which includes voting by ,electronic means. The I Company is providing facility, for voting by electronic means through'a,votlng platform . ! of Central Depository Services (India) limited ("COSL"), through their portal , htlp.:/lwww.evoiingindia;cDI.1l. The dota"ed procedure/instruction. for 8-votlng have been provided iii the said notice.
(b) The 'Company h~s completed the dispatch of Postal Ballot Notice on 25th February, 2019. ' ' ' ,
(c) The voting Ipostafbailot,and e:voing) shall commence on 21h f&brvary, 2018 (8.00 '! li.m.:lsn and end on 28th March, 201 p (5.00 p.m. I'Sn.
(d) The voting through posta! ballot or e-voting will not be allowed bayond 5.00 p.m. (1ST) , . en 2t ,rch, 2019.- AnY;!lOstal ballot form received from the member theraaltor Wm no ~~;Y'~~M,tf trea1!S if reply ,from' the member has not bean received ond Hotlng module shallli~ disabledby CDSL for voting therea(ter.. :
(e) Any mlimber whoJi~s not received the pcstal ballol:form may apply to thl Company at its Corporate Officaand obtain a t1uplicate thereof. - .
(f) The Po'sul .Ballot Notice is available on the Company', websita: , hhpsiHwww:trivsniturbin'es.com and on the wab.lte of CDSL t1ps:j;evotin~ij,diil:C!)m. " .. . . . . . .•. .

(Ql; 'In casiQrny:qtierY'perbiiiJiIl9 to y.tin!!h phy,c!ba!It, thlimemper::91ay c~iita,~t ., the Company Secretary' at the orp,orat9 Qffie of the. Company. ,and In ca.se QI 9:

. '. voting, ml!l.1l,bars may contract Mr, ~~~S$Ii. Dlvi, anag9f, COSt. A Wing, 25th Floor, Marathon Future, Mafatlal Mill Cq)np,oun,ds, N M Joshi Marg. Lower Parel (Eest), Mumai ·ADO 0.13 or contact to tmlpdesk,number 1800226E33 or write an email to [email protected] or refer to the Help & F.Aa·s section available at COSL's ~ebsiie https:/IeVotingindia.com.
(h) Tha, vo)ing rights 01 51\all be reckoned on the paid-up value of tha eQuity shares regIstered in .the name of the members of the Company as on the cut·off date 1.1. Friday" febry_ary 1'5, 2D19. A personwho is not 8 member h on the cut·off dot' shpultl treat this notice for information purposes only,
(I) .The reselt of postal b~liot wil! be announced on or befora Saturday. 30th March, 2019' , -I the Coril(iTiiteqfficEi of the Compeny at Naida and will olio be displayed on the, Company's website: https:/1 www.trive~iturbinas.c.om and on the wabslte of COSl at https://evotlngindia.com.

•• 'UII w.a •... aua

place: N~ida IU.P,) Date! 26th february, 2019 For Triveni'Turblnil Llmlt&d • S,d/- RaJIY Sawhney Company Secretary , M. No. ACS 6047

AI assistant

Triveni Turbine Limited Proxy Solicitation & Information Statement 2019

60421_rns_2019-02-26_647fb9f4-c7d5-4ba4-a7ec-d74ce5cf9898.pdf

POSTAL BALLOT NOTICE