The Directors have pleasure in presenting the 76th Annual Report and
 audited accounts for the Financial Year ended September 30, 2011
 
                                                      (Rs in Million)
                                                2010-11         2009-10
 
 Sales (Net)                                   17071.53        22595.34
 
 Operating Profit (EBITDA)                      1799.80         2479.48
 
 Finance cost                                    946.56          849.64
 
 Depreciation & amortization                     812.34          907.54
 
 Profit before tax (before exceptional items)     40.90          722.30
 
 Exceptional items/Non-Recurring items 
 (Net income)                                     41.57          450.86
 
 Profit before Tax (PBT)                          82.47         1173.16
 
 Tax Add/ (less)                                  48.11         (264.75)
 
 Profit After Tax (PAT)                          130.58          908.41
 
 Surplus Brought Forward                         175.28          220.12
 
 Available for appropriation                     305.86         1128.53
 
 APPROPRIATIONS
 
 Equity dividend 
 (incl. proposed dividend & 
 dividend distribution tax)                       59.95          225.53
 
 Transfer to Debenture Redemption Reserve         50.00           75.00
 
 Transfer to Molasses Reserves                     3.87            2.72
 
 Transfer to General Reserves                      9.80          650.00
 
 Surplus Carried forward                         182.24          175.28
 
 Earning per equity share of Rs 1 each (in Rs)      0.51            3.52
 
 SCHEME OF ARRANGEMENT (Scheme)
 
 During the year under review, the Hon''ble Allahabad High Court vide its
 Order dated 19th April, 201 1 sanctioned the Scheme of Arrangement
 (Scheme) under Section 391- 394 of the Companies Act 1956 between
 Triveni Engineering & Industries Limited (the Company), its wholly
 owned subsidiary company, Triveni Turbine Ltd. (TTL), and their
 respective shareholders and creditors. The said order became effective
 on 21st April, 201 1 being the date of filing of the Order with the
 Registrar of Companies.
 
 In accordance with the Scheme, the Steam Turbine Business of the
 Company, including all assets and liabilities, stood transferred and
 vested in TTL, with effect from the appointed date  October, 2010.
 Accordingly, the accounts of the Company for the year ended 30th
 September, 201 1 do not include the financials of the Steam Turbine
 Business of the Company and are not comparable with the previous year.
 
 The demerger of the Steam Turbine Business into Triveni Turbine Ltd.
 has paved the way for the shareholders of the Company to participate
 directly in the focused entity engaged in the Steam Turbine Business.
 
 Sugar Business
 
 The profitability of the Sugar Business (including Co-generation and
 Distillery operations) during the year improved substantially. At the
 PBIT level, there is a profit of Rs 528.6 million as against a loss of Rs
 222.2 million in the previous year.  However, after providing for
 interest, the operations continue to be in a loss.  Apart from the
 mismatch in input and output prices, our capacity utilization in terms
 of cane crush has been much lower due to paucity of sugarcane. While
 the recovery has improved by 1 1 basis points over last year but it is
 still much lower than the recoveries attained 3-4 years ago. The
 decline in recovery is attributable to major changes in climatic
 pattern and soil conditions. The Company is focusing with all its
 resources to increase the intensity of cane cultivation to ensure
 optimum capacity utilization, and is effecting a varietal change to
 improve recoveries. We hope to achieve all the desired goals in the
 next 3 years in a phased manner. Adequate cane crush results in a
 better supply of raw material to the Co-generation and Distillery
 units, thereby improving their profitability and viability.
 
 The industry and your company have been continually striving for
 decontrol of the sugar sector. We believe this would be a win-win
 situation for the farmer and the industry, and would do away with the
 boom/bust cycle that the industry has been through for the past 25
 years. We are the most regulated sugar industry in the world today, and
 this is the only industry in India which is made to subsidize the
 Government''s programme for supplying to the Public Distribution System.
 Given the current political climate, we feel it may be practical to
 undertake this liberalization in two phases. In the fist phase, the
 Government should do away with 10% levy sugar and their control of
 monthly releases of free sale sugar. In the second phase, cane price
 should be linked to sugar price. The current practice of announcing
 arbitrary extremely high State Advised cane prices, without any
 relevance to the sustainable market price of the sugar, has forced
 factories into losses, and affected their cane price payment
 capabilities and their cane development efforts.  This has been against
 both the long and short term interest of the farmers (and the
 industry). We sincerely hope that with a good production forecast in
 the current year, Government will take this opportunity of decontrolling
 the sugar sector immediately.  Engineering Business
 
 Our Engineering Business, now comprising of the Gears and Water
 Businesses, has done well considering the difficult conditions that
 existed in the 2nd half of the accounting year.  Total revenues
 increased by 17% and segment profitability by 15% over the previous
 year. In the previous year, the engineering business segment
 profitability included the demerged Steam Turbine Business. Our
 businesses are also experiencing the effect of a slow-down in the
 domestic economy but we do have good orders in hand. The new License
 Agreements signed with Lufkin Industries, USA will enable us to have
 enhanced product and geographies in the high speed gear segment and
 enter into the niche low speed gear applications for major industrial
 segments. These two initiatives will help us to sustain good growth in
 the coming years.  DIVIDEND
 
 Your directors have pleasure in recommending a dividend of 20% (Rs 0.20
 per equity share) on 257880150 equity shares of Rs  1 each for the
 financial year 2010-201 1 ended on September 30, 201 1, subject to the
 approval of members at the ensuing Annual General Meeting. The total
 outgo on account of dividend (including Dividend Distribution Tax) for
 the Financial Year 2010-2011 will be Rs 59.9 million [Rs 225.5 million in
 the Financial Year 2009-2010).  HUMAN RESOURCES
 
 Your Company believes and considers its human resources as the most
 valuable asset. The Management is committed to providing an empowered,
 performance oriented and stimulating work environment to its employees
 to enable them realize their full potential. With the view to enhance
 employees'' skills, the company had provided Functional and Behavioural
 training of 4.6 mandays per officer, during the year. Learning Centres
 were introduced across the units to facilitate training and in-house
 knowledge sharing. Industrial Relations remained cordial and harmonious
 during the year.
 
 CONSOLIDATED FINANCIAL STATEMENT
 
 In accordance with Accounting Standard 21 on the Consolidated Financial
 Statement read with Accounting Standard ''AS-23'' on Accounting for
 Investment Associates, your Directors have pleasure in attaching the
 Consolidated Financial Statement which forms a part of the Annual
 Report and Accounts.
 
 SUBSIDIARIES
 
 Pursuant to, and in terms of the Scheme, with the allotment of equity
 shares by TTL to the shareholders of the Company and conversion of
 28,000,000 equity shares of Rs 1 /- each held by the Company in the
 share capital of TTL into 2,800,000 - 8% Redeemable Cumulative
 Preference Shares of Rs10/- each, TTL ceased to be a subsidiary of the
 Company.
 
 In accordance with the Scheme approved by the Hon''ble Allahabad High
 Court, the investment held by the Company in the equity share capital
 of GE Triveni Ltd. (GETL) stood transferred to and vested in TTL.
 Accordingly, GETL ceased to be a subsidiary of the Company.
 
 The Ministry of Corporate Affairs (MCA), General Circular No.  2/2011
 dated 8th February, 2011, has granted general exemption to companies
 from annexing the individual accounts of all the subsidiaries along
 with the audited financial statements of the Company, subject to
 fulfilment of conditions stipulated in the said circular. Your Company
 meets these conditions and, therefore, the financial statements of the
 subsidiaries are not annexed.
 
 The related information on the Annual Accounts will be made available
 to the shareholders of the Company/Subsidiary companies, who may seek
 such information at any point of time.  The annual accounts of the
 subsidiary companies will also be kept for inspection by investors at
 the Company''s Corporate Office as well as the registered offices of the
 subsidiary companies. However, as per the said circular issued by MCA,
 financial data of the subsidiaries have been furnished in the
 consolidated financial statement forming part of the Annual Report.
 
 Information relating to the subsidiary companies, as required under
 Section 21 2 of the Companies Act 1 956 is provided in Annexure ''C of
 this Report.
 
 EMPLOYEE STOCK OPTIONS
 
 During the year, neither fresh stock options were issued nor any
 allotment made under the Triveni Employees Stock Option Scheme 2009
 (ESOP 2009).
 
 As per the court approved Scheme of Arrangement, all the option holders
 under ESOP 2009, subject to the approval of Stock Exchange/SEBI, will
 receive 1 (one) share each of the Company and TTL against 1 (one)
 option issued by the Company prior to the demerger. In case the
 aforesaid arrangements are not approved by the Stock Exchanges/SEBI,
 the option holders will get shares of their respective companies
 against the options issued under ESOP 2009, keeping the total options
 value unchanged. The Company is in the process of revising and
 finalizing the ESOP 2009 in line with the provisions contained in the
 Scheme, including splitting the original exercise price of the options
 granted, in a manner which conforms in spirit to the extant guidelines
 issued by SEBI. The modified ESOP 2009 shall be given effect upon its
 acceptance by SEBI/Stock Exchanges. In case the modified ESOP 2009 is
 not found acceptable by SEBI/Stock Exchanges, the second alternative
 specified in the Scheme, and as aforesaid, would be followed in respect
 of the stock options. Pending final determination in the matter as
 aforesaid, the required disclosures of the ESOP 2009 is provided in
 Annexure ''D''.
 
 CORPORATE GOVERNANCE
 
 A separate report on Corporate Governance is given in Annexure ''E''
 along with the Auditors'' statement on its compliance in Annexure ''F''.
 Comments on the Auditors'' Report The comments in the Auditors'' Report
 are self explanatory.  In Para 2 (g) of the main Auditors'' Report, the
 Auditors, without qualifying the Report, have attracted attention to
 the remuneration of Rs 32.32 million paid to the Managing Director and
 two Whole time Directors in excess of the permissible limits under
 Section 309(3) read with Schedule XIII of the Companies Act, 1956. It
 has been represented to the auditors that in accordance with the
 shareholders'' resolutions approving their remuneration, the company has
 applied to the Central Government for waiver of the recovery, and in
 the event the Central Government does not permit waiver of the
 recovery, the concerned Directors have undertaken to refund the excess
 amount paid to them.
 
 In respect of Para 21 of the Annexure to the Auditors'' Report, the
 company has filed an FIR and the police are investigating the case. In
 the meantime, internal controls have been strengthened to avoid
 recurrence of such instances.
 
 AUDITORS
 
 M/s J.C. Bhalla & Co., Chartered Accountants, Auditors of the Company,
 who retire at the conclusion of the forthcoming Annual General Meeting,
 have consented to continue in office, if appointed. They have confirmed
 their eligibility under Section 224 of the Companies Act, 1956 for
 their appointment as Auditors of the Company.
 
 COST AUDITOR
 
 In pursuance of Section 233-Bof the Companies Act 1956 read with MCA
 circular no, F.No. 52/26/CAB-2010datedMay02, 2011, your Directors have,
 subject to the approval of the Central Government, appointed Mr. Rishi
 Mohan Bansal, Cost Accountant, as the Cost Auditor to conduct the Cost
 Audit of the Sugar units, Distillery (Industrial Alcohol) and
 Co-generation (Electricity) units of the Company for the year 201
 1-2012.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
 confirm that
 
 i. In the preparation of the Annual Accounts, applicable accounting
 standards have been followed.
 
 ii. Appropriate accounting policies have been selected and applied
 consistently, and judgments and estimates that are reasonable and
 prudent have been made so as to give a true and fair view of the
 statement of affairs of the Company as on September 30, 201 1 and of
 the profit of the Company for the year ended September 30, 201 1.
 
 iii. Proper and sufficient care has been taken for the maintenance of
 adequate accounting records, in accordance with the provisions of the
 Companies Act, 1956, for safeguarding and detecting fraud and other
 irregularities.
 
 iv. The Annual Accounts have been prepared on a going concern basis.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The particulars required under Section 217 (1) (e) of the Companies
 Act, 1956, read with Companies (Disclosure of Particulars in the Report
 of the Board of Directors), Rules, 1 988 are provided in Annexure ''A''
 to this Report.
 
 PARTICULARS OF EMPLOYEES
 
 As required under the provision of sub-section (2A) of section 217 of
 the Companies Act, 1956 read with the Companies (Particulars of
 Employees) Rules, 1975 as amended, the particulars of employees are set
 out in the Annexure ''B'' to the Directors'' Report. However, as per
 provision of section 219(1] (b) (iv) of the Companies Act, 1 956, the
 report and the accounts are being sent to all the shareholders
 excluding the aforesaid information. Any shareholder desirous of
 obtaining the same may write to the Company Secretary at the
 registered/ corporate office of the Company.
 
 DIRECTORS
 
 In accordance with the provisions of the Companies Act and the Articles
 of Association of the Company, Dr. F.C. Kohliand LtGen K.K. Hazari
 (Retd.) retire by rotation at the ensuing Annual General Meeting (AGM)
 of the Company and being eligible offer themselves for reappointment.
 The Board has recommended their re-appointment.
 
 The Board has, subject to necessary approval(s), if any, elevated and
 re-designated Mr Tarun Sawhney as Joint Managing Director of the
 Company effective May 10, 201 1 at the existing remuneration approved
 by the Board/ Remuneration Committee at its meetings held on November
 19, 2010 in accordance with the limits approved by the shareholders of
 the Company in the Annual General Meeting held on December 29, 2008 for
 the remaining period of his tenure i.e. up to November 18, 2013.
 
 Mr Nikhil Sawhney ceased to be the Executive Director of the Company
 effective May 10, 201 1. However, he will continue to act as
 Non-Executive Director of the Company, liable to retire by rotation.
 
 Mr Amal Ganguli and Mr. K.N. Shenoy ceased to be Directors of the
 Company due to their resignation with effect from May 10, 201 1. Your
 Directors would like to place on record their gratitude and
 appreciation for the outstanding guidance provided by the outgoing
 directors.
 
 PUBLIC DEPOSITS
 
 The Company has discontinued the acceptance of deposits from the public
 and shareholders with effect from 1st August 2009.  Accordingly, the
 Company has not accepted any deposits during the year and all the
 existing deposits are being and will be repaid as per the terms of the
 deposit.
 
 As on September 30, 201 1 fixed deposits stood at I 18.1 million.
 Deposits amounting to Rs 2.8 million remain unpaid, as the claim in
 respect thereof were not lodged with the company and since then, Rs 0.3
 million have since been repaid as on date.
 
 APPRECIATION
 
 Your Directors wish to take the opportunity to express their sincere
 appreciation to the Central, Uttar Pradesh and Karnataka Governments,
 banks, financial institutions, farmers, and all other stakeholders 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,
 
                                                       DhruvM. Sawhney
 
 Place: Noida,(U.P)                                       Chairman and
 
 Date : November 28, 2011                            Managing Director