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TWL Annual Report Cover 2018-19.FH10 Annual Report 2018-19 TITAGARH WAGONS LIMITED TITAGARH WAGONS LIMITED CIN: L27320WB1997PLC084819 CORPORATE INFORMATION* Board of Directors Shri J P Chowdhary Executive Chairman Shri Umesh Chowdhary Vice Chairman and Managing Director Shri D N Davar Independent Director Shri Manoj Mohanka Independent Director Shri Ramsebak Bandyopadhyay Independent Director Shri Atul Joshi Independent Director Shri V K Sharma Independent Director Smt. Rashmi Chowdhary Non-Executive Director Shri Sudipta Mukherjee Wholetime Director Shri Anil Kumar Agarwal Director (Finance) and Chief Financial Officer Shri Dinesh Arya Company Secretary Audit Committee Nomination & Remuneration Committee Shri D N Davar Chairman Shri D N Davar Chairman Shri Manoj Mohanka Member Shri J P Chowdhary Member Shri Ramsebak Bandyopadhyay Member Shri Manoj Mohanka Member Shri Atul Joshi Member Shri Ramsebak Bandyopadhyay Member Stakeholders Relationship Committee Corporate Social Responsibility Committee Shri Manoj Mohanka Chairman Smt. Rashmi Chowdhary Chairperson Shri Umesh Chowdhary Member Shri J P Chowdhary Member Shri Ramsebak Bandyopadhyay Member Shri Umesh Chowdhary Member Shri Atul Joshi Member Finance Committee Shri J P Chowdhary Member Asset Disposal Committee Shri Umesh Chowdhary Member Shri Manoj Mohanka Member Shri Umesh Chowdhary Member Shri Manoj Mohanka Member Registrar & Transfer Agent (RTA) Auditors Karvy Fintech Private Limited Price Waterhouse & Co Chartered Accountants LLP (Formerly: KCPL Advisory Services Pvt. Ltd.) Chartered Accountants, Kolkata Karvy Selenium Tower B, Plot 31-32, Bankers Gachibowli Financial District, Nanakramguda, State Bank of India ICICI Bank Limited Hyderabad 500032 Yes Bank Phone: 91 40 6716 2222, Fax: 91 40 2300 1153 Axis Bank Limited Email for Investors: [email protected] IndusInd Bank Limited Registered & Corporate Office Syndicate Bank Titagarh Towers IDBI Bank Limited 756, Anandapur, E.M. Bypass, Kolkata 700107 RBL Bank Limited Phone: 91 33 4019 0800, Fax: 91 33 4019 0823 Andhra Bank Email: [email protected] Website: www.titagarh.in * As on 21st August, 2019 CONTENTS Notice | 02 Directors Report | 18 Management Discussion and Analysis | 19 Annexures to Directors' Report | 28 Corporate Governance Report | 46 Independent Auditors Report | 61 Balance Sheet | 70 Statement of Profit & Loss | 71 Cash Flow Statement | 73 Notes to Financial Statement | 75 Consolidated Financial Statement | 132 TITAGARH WAGONS LIMITED Titagarh Towers 756, Anandapur, EM Bypass, Kolkata - 700107 Phone : 91 33 4019 0800, Fax : 91 33 4019 0823 E-mail : [email protected], Website : www.titagarh.in Notice NOTICE is hereby given that the TWENTY SECOND ANNUAL GENERAL MEETING of the members of TITAGARH WAGONS LIMITED (the Company) will be held at Bharatiya Bhasha Parishad, 36A, Shakespeare Sarani Kolkata - 700017 (Landmark: Near Shakespeare Sarani Police Station) on Friday, the 20th September, 2019 at 3:15 P.M. to transact the following businesses: Ordinary Business 1. To consider and adopt the audited financial statement of the Company for the financial year ended March 31, 2019, the consolidated financial statement for the said financial year and the Reports of the Board of Directors and Auditors thereon. 2. To declare a dividend on Equity Shares. 3. To appoint a Director in place of Shri Umesh Chowdhary (DIN: 00313652), Vice Chairman & Managing Director, who retires by rotation and, being eligible, offers himself for re-appointment. Special Business: 4. To authorise the Board of Directors to appoint Branch Auditors and in this regard to consider and if thought fit to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of section 143(8) and other applicable provisions, if any, of the Companies Act, 2013 (Act), as amended from time to time, the Board be and is hereby authorized to appoint as Branch Auditors to carry out audit of the books of accounts of any branch office of the Company, whether existing or which may be opened/acquired hereafter, in or outside India, any person(s) qualified to act as Branch Auditor in accordance with the provisions of section 143(8) of the Act and to fix their remuneration. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution. 5. To approve the remuneration of Shri J.P. Chowdhary, Executive Chairman for the remaining period of his existing term and in this regard to consider and if thought fit to pass, with or without modification(s) the following resolution as a Special Resolution: 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 (the Act) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactments(s) thereof for the time being in force) and pursuant to Article 28 of Articles of Association of the Company and the recommendation of the Nomination and Remuneration Committee (NRC) and the Audit Committee, and as decided by the Board at their respective meetings held on 29th May, 2019, the consent of the members of the Company be and is hereby accorded to the continuance of payment of minimum remuneration of Rs. 240 lakhs (Rupees Two hundred forty lakhs) per annum to Shri Jagdish Prasad Chowdhary (DIN: 00313685), Chairman and Managing Director (designated as Executive Chairman) of the Company, in the event of inadequacy of profit or loss during the remaining period of his existing term ending on 7th January, 2022. 02 | Titagarh Wagons Limited | Annual Report 2018-19 RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to fix, alter or vary the remuneration of Shri J.P. Chowdhary, Executive Chairman including the monetary value thereof, to the extent recommended by the NRC from time to time as may be considered appropriate, subject to the overall limits specified by the Act and do all acts, deeds and things, which may be considered necessary or expedient to give effect to the aforesaid Resolution. 6. To approve the remuneration of Shri Umesh Chowdhary, Vice Chairman & Managing Director for the remaining period of his existing term and in this regard to consider and if thought fit to pass, with or without modification(s) the following resolution as a Special Resolution: 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 (the Act) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactments(s) thereof for the time being in force) and pursuant to Article 28 of Articles of Association of the Company and the recommendation of the Nomination and Remuneration Committee (NRC) and the Audit Committee, and as decided by the Board at their respective meetings held on 29th May, 2019, the consent of the members of the Company be and is hereby accorded to the continuance of payment of minimum remuneration of Rs. 240 lakhs (Rupees Two hundred forty lakhs) per annum to Shri Umesh Chowdhary (DIN: 00313652), Vice Chairman & Managing Director of the Company, in the event of inadequacy of profit or loss during the remaining period of his existing term ending on 30th September, 2020. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to fix, alter or vary the remuneration of Shri Umesh Chowdhary Vice Chairman & Managing Director, including the monetary value thereof, to the extent recommended by the NRC from time to time as may be considered appropriate, subject to the overall limits specified by the Act and do all acts, deeds and things, which may be considered necessary or expedient to give effect to the aforesaid Resolution. 7. To reappoint Shri Sudipta Mukherjee as Whole-time Director and in this regard to consider and if thought fit to pass, with or without modification(s), the following resolution as an Ordinary Resolution: 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 (the Act) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactments(s) thereof for the time being in force) and pursuant to Article 28 of Articles of Association of the Company and the recommendation of the Nomination and Remuneration Committee (NRC), the Audit Committee and as decided by the Board at their respective meetings held on 4th February, 2019, the consent of the members of the Company be and is hereby accorded to the re-appointment of Shri Sudipta Mukherjee (DIN: 06871871) as Whole-time Director of the Company for a further term of 5 (five) years w.e.f. 15th May, 2019 on the terms and conditions, including remuneration and in the event of inadequacy of profits, or loss, minimum remuneration, as recommended by the NRC and set out in the explanatory statement annexed to this Notice. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to alter or vary the remuneration of Shri Sudipta Mukherjee, Whole-time Director including the monetary value thereof, to the extent recommended by the NRC from time to time as may be considered appropriate, subject to the overall limits specified by the Act and do all acts, deeds and
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