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 N Bhattacharya Independent Director Shri Aloke Mookherjea Independent Director Shri Abhas Sen Independent Director Shri Manoj Mohanka Independent Director Mr. Charles Magolske Independent Director Shri N K Mittal Non Executive Director Shri Sanjay Kukreja Nominee Director (Goya Limited) Shri Arvind Pande Independent Director Shri Anil Kumar Agarwal Chief Financial Officer Shri Dinesh Arya Company Secretary Bankers Auditors AXIS Bank Limited M/s. S. R. Batliboi & Co ICICI Bank Limited Chartered Accountants, Kolkata IDBI Bank Limited State Bank of India Audit Committee Syndicate Bank Shri D N Davar Chairman Shri Nandan Bhattacharya Member Citibank N.A. Shri Manoj Mohanka Member Yes Bank Limited Shareholders/Investors Registrar and Transfer Agent Grievance Committee Karvy Computershare Private Limited Shri Nandan Bhattacharya Chairman Plot No. 17-24, Vitthal Rao Nagar, Madhapur Shri Manoj Mohanka Member Hyderabad - 500081 Shri Umesh Chowdhary Member Telephones : 91 40 44655000, Fax : 91 40 23420814 Email for Investors : [email protected] Remuneration Committee Shri D N Davar Chairman Registered Office Shri Nandan Bhattacharya Member Shri Manoj Mohanka Member Premlata, 4th Floor, 39 Shakespeare Sarani Nomination Committee Kolkata - 700 017 Shri D N Davar Chairman Telephones : 91 33 22834467, Fax : 22891655 Shri Nandan Bhattacharya Member Email : [email protected] Shri Manoj Mohanka Member Notice of ANNUAL GENERAL MEETING Notice is hereby given that the Fifteenth ANNUAL GENERAL General Meeting and in respect of whom a notice under MEETING of the members of TITAGARH WAGONS LIMITED will be Section 257 has been received from a member signifying his held at Kalakunj, 48 Shakespeare Sarani, Kolkata - 700 017 on intention to propose Shri Arvind Pande's candidature for the Saturday the 15th September, 2012 at 10.30 A.M. to transact the office of the Director, be and is hereby appointed as following business : Independent Director of the Company who shall be liable to retirement by rotation." ORDINARY BUSINESS : 1. To consider and adopt the audited Balance Sheet as at 31st 7. To consider and if thought fit to pass, with or without March, 2012, Statement of Profit & Loss and Cash Flow modification(s) the following resolution as a Special Statement for the year ended that date and the Reports of Resolution : Directors and Auditors thereon. "RESOLVED THAT pursuant to the provisions of Sections 198, 2. To declare dividend on Equity Shares for the Financial Year 269, 309 and 316 and other applicable provisions, if any read Ended the 31st March, 2012. with Schedule XIII of the Companies Act, 1956 (the Act) as amended, approval of members be and is hereby accorded 3. To appoint a Director in place of Shri D N Davar who retires to the re-appointment of Shri J P Chowdhary as Chairman by rotation and being eligible offers himself for reappointment. and Managing Director designated as Executive Chairman 4. To appoint a Director in place of Shri Nand Kishore Mittal for a further term of five years w.e.f. January 8, 2012 by the who retires by rotation and being eligible offers himself for Board at a remuneration approved by the Remuneration reappointment. Committee in their respective meetings held on January 7, 2012, on the terms and conditions including particularly the 5. To appoint Auditors and fix their remuneration by passing remuneration and perquisites payable to him as Chairman the following resolution as an Ordinary Resolution with or and Managing Director and the minimum remuneration without modification(s) : payable to him in case of absence of inadequacy of profits "RESOLVED THAT M/s. S R Batliboi & Co. Chartered in any year, as set out in the draft agreement between the Accountants of 22 Camac Street, Block C, 3rd Floor, Company and Shri J P Chowdhary, with the liberty to the Kolkata - 700 016 having Firm Registration No. 301003E, be Board of Directors to alter and vary the terms and conditions and are hereby re-appointed as Auditors of the Company to and/or the agreement including remuneration payable to the hold office until the conclusion of the next Annual General Chairman and Managing Director so as not to exceed the Meeting of the Company for auditing the accounts of the limits specified and the manner prescribed in the Act, and Company for the financial year 2012-2013 and the Board of also as may be agreed between the Company and Shri J P Directors of the Company be and is hereby authorised to fix Chowdhary. their remuneration plus other applicable expenses in connection with statutory audit and/or continuous audit and RESOLVED FURTHER THAT in the event of any statutory also such other remuneration, as may be decided to be paid amendment(s) or modification(s) or relaxation(s) in the by the Board/Committee of the Board, for performing duties provisions relating to the payment of remuneration to the other than those referred to hereinabove and the remuneration managerial persons or to the Act, the Board of Directors so fixed may be paid at such intervals during the year as may (which term shall include a Committee thereof) be and is be decided by the Board/Committee of the Board." hereby authorised to vary, alter or modify the terms and conditions of the appointment/agreement of Shri J P SPECIAL BUSINESS : Chowdhary including remuneration payable to him within 6. To consider and if thought fit to pass, with or without the limits prescribed in the Act or any amendment thereto as modification(s), the following resolution as an Ordinary may be agreed between Shri J P Chowdhary and the Company. Resolution : FURTHER RESOLVED THAT the Board of Directors (which term "RESOLVED THAT Shri Arvind Pande, who was appointed as shall include a Committee thereof) be and is hereby authorised an Additional Director by the Board of Directors on 24th to take all steps and do acts, deeds and things as may be March, 2012 and holds office upto the date of this Annual deemed necessary for giving effect to this Resolution." 02 ANNUAL REPORT 2011-12 Notice Directors Report Management Discussion & Analysis Report on Corporate Governance 8. To consider and if thought fit to pass, with or without circular nos. 27/2011 and 28/2011 dated May 20, 2011, modification(s), the following Resolution as a Special 35/2011, dated June 6, 2011 and 72/2011 dated December Resolution : 27, 2011 : "RESOLVED THAT pursuant to Sections 198, 269, 309, read The following : with Schedule XIII of the Companies Act, 1956 (the Act) and Sub Article (5) be inserted under the Article 21 of Articles of such other enabling provisions of the Companies Act, 1956 Association : (the Act) as may be applicable, approval of shareholders of the Company be and is hereby accorded to variation in the '(5)Notices of general meetings, postal ballot, soft copies of terms of remuneration of Shri Umesh Chowdhary, Vice Annual Reports, any communication under the provisions of Chairman & Managing Director at a remuneration approved the Act or other statute(s) sent by electronic mail to the by the Remuneration Committee at its meeting held on 7th shareholders shall be a valid despatch under Section 53 of January, 2012 such that the remuneration now consisting of the Act.' restructured components viz. Salary, perquisites and Sub Article (10) be inserted under the Article 22 of Articles performance bonus by way of commission (subject to the of Association : total remuneration per annum not exceeding 3.5% of the net profits of the Company computed in accordance with Sections '(10) Participation of shareholders in e-voting at any general 349 and 350 of the Act payable to him), from the financial meeting or postal ballot exercise and any business transacted and result whereof is announced in accordance with the year 2011-12 onwards during the remaining period of his applicable statute(s) shall constitute a valid and binding tenure while the other terms and conditions of his appointment decision of such meeting or postal ballot on all the and remuneration as approved by the shareholders earlier shareholders of the Company.' remain unchanged. Sub Article (10) be inserted under the Article 23 of Articles RESOLVED FURTHER THAT the Board of Directors (which term of Association : shall include a Committee thereof) be and is hereby authorised to vary, alter or modify the terms and conditions of the '(10) Subject to any rights or restrictions for the time being appointment/ agreement of Shri Umesh Chowdhary including attached to any class or classes of shares, on e-voting in video remuneration payable to him within the limits prescribed in conferencing, on a show of hands, every member participating the Act or any amendment thereto as may be agreed between in e-meeting shall have one vote; and on a poll, the e-voting Shri Umesh Chowdhary and the Company." rights of the members shall be as laid down in the applicable provisions of law/statutes.' 9. To consider and if thought fit to pass, with or without modification(s), the following Resolution as a Special Sub Article (18) be inserted under the Article 25 of Articles Resolution : of Association : "RESOLVED THAT the approval of the shareholders of the '(18) every Director participating in e-meeting shall count for Company under Section 31 and such other provisions of the valid quorum as laid down in the applicable provisions of the Companies Act, 1956 (the Act) as may be applicable, be and Act/law.' is hereby accorded to alter the Articles of Association as "RESOLVED FURTHER that notwithstanding anything to follows, pursuant to Green Initiative in Corporate Governance contrary contained in the Articles of Association, such of the launched by Ministry of Corporate Affairs vide its circulars clauses or sub clauses of Articles of Association as are not No.