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Notes to Accounts of Titagarh Wagons Ltd.

Mar 31, 2015

L] CORPORATE INFORMATION

Titagarh Wagons Limited (the Company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956 and existing under Companies Act 2013. Its shares are listed on Bombay Stock Exchange and National Stock Exchange. The Company is engaged in the manufacturing and selling of Railway Wagons, Steel Castings, Heavy Earthmoving and mining equipments, Bailey Bridges, EMU etc. The Company primarily caters to the domestic market.

2) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended March 31, 2015, the amount of dividend per share recognised as distributable to equity shareholders is Rs. 4/- (Rs.4/-).

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company. The distribution will be in proportion to the number of equity shares held by the shareholders.

A) The shareholders of the Company have approved the sub-division of each equity shares having a face value ofRs10 into five equity shares having a face value of Rs 2 each through postal ballot on April 13, 2015. The record date for the sub-division has been fixed as April 24, 2015.

(B) Represents loss on disposal of fixed assets adjusted against revaluation reserve in terms of the accounting policy 2(b)(ii).

(C) Effective from April 1,2014, the Company has charged depreciation based on the revised remaining useful lives of the fixed assets as per the requirement of Schdule II to the Companies Act, 2013. Further, as per the transitional provision provided in Note 7(b) of Schedule II, an amount of Rs. 271.22 lacs (net of deferred tax of Rs 139.66 lacs) has been adjusted with general reserve for the fixed assets in respect of which the remaining useful life was Nil as on April 1, 2014.

* The classification of provisions for employee benefits into current / non current have been done by the actuary of the Company based upon estimated amount of cash outflow during the next twelve months from the balance sheet date.

D) Cash Credits and Buyers' Credit are secured by first charge on the Company's current assets, present and future and by way of collateral charge on fixed assets of the Company, both present and future. All the mortgages and charges created in favour of the above lenders rank pari passu with consortium member banks.

E) Cash credits carry interest at base rate ranging from 9.70% to 11.00% plus spread ranging between 0.25% to 2.50% p.a. and are repayable on demand.

F) Buyers' Credit carries interest at Libor plus spread ranging between 0.79% to 1.13% and is repayable by December, 2015.

(a) Valued at exchange rate prevailing on the date of transaction.

(b) Cease to be a subsidiary w.e.f February 18, 2015.

(c) The preference shares are convertible into equity shares on or before August 27, 2022 at par.

(d) The preference shares are redeemable within five years from the date of allotment i.e. by June 27, 2019at par.

(e) The optionally fully convertible debentures are convertible into equity shares at the option of the Company on or before March 31, 2021 at par.

(f) As at the balance sheet date, the Company has total investment of Rs 455.06 lacs in the equity shares and Rs, 3,166.50 lacs in the Optionally fully convertible debentures (OFCD) in Titagarh Marine Limited (TML), its wholly owned subsidiary Company. As at March 31, 2014, being the last audited balance sheet date, the accumulated losses in the books of TML is Rs. 285.76 lacs. Considering the long term business plan and profitability projection, the Company is of the view that the diminution in the value of investment is temporary in nature and accordingly, no provision is considered necessary in these financial statements.

(g) The Company has investment in the equity and preference capital aggregating to Rs. 4,042.57 lacs in its wholly owned subsidiary company Titagarh Capital Private Limited" (TCPL). As at March 31, 2014, being the last audited balance sheet date, the accumulated losses in the books of TCPL is Rs. 1,290.66 lacs. However, certain fixed assets of TCPL having net block of Rs. 59.23 lacs represents 687 wagons, are in possession of Indian Railways as lease since 1998 which have significant residual value. Considering the above, the Company is of the view that the diminution in the value of investment is temporary in nature and accordingly, no provision is considered necessary in these financial statements.

(h) The Company had investment of Rs.50 lacs in equity and Rs.6400 lacs in Optionally Fully Convertible Debentures (OFCD) in a Joint Venture Company Cimco Equity Holdings Private Limited"" (CEHPL). On 15th April 2014, the Company has exercised its option for the conversion of such OFCD into equity shares at par and consequently the Company's holding in CEHPL increased to99.23%.On April 16, 2014,the Company purchased 5,00,000 equity shares of Rs.10/- each held by the other shareholder in CEHPL thereby acquiring 100% equity stake. As a result thereof, CEHPL has become wholly owned subsidiary of the Company w.e.f April 16, 2014. CEHPL hold s.74.76% of the total equity capital of Cimmco Limited (Cimmco) and there fore Cimmco has become a step down subsidiary of the Company on and from April 16, 2014. Further,thesaid conversion of OFCD triggered mandatory Open Offer pursuant to the SEBI (Substantial Acquisition &Takeovers) Regulations, 1997 in which 1429 equity shares (0.007% of Cimmco's equity capital) have been tendered post transfer whereof CEHPL's shareholding in Cimmco has increased to 74.77%.

As at March 31, 2014, being the last audited balance sheet date, the accumulated losses in the books of CEHPL is Rs. 2,129.77 lacs. However, CEHPL is holding certain long term investments in equity shares of Rs. 4,313.35 lacs in its listed subsidiary company Cimmco Ltd. Considering the market value of the quoted equity shares, fair value of the freehold and leasehold land and long term business plan and profitability projection of Cimmco Limited, the Company is of the view that the diminution in the value of investment is temporary in nature and accordingly, no provision is considered necessary in these financial statements.

i) The consumption figures shown above are after adjusting excess and shortages, if any, on physical count, unserviceable items, etc. and net off discount received on purchases. Further the above does not include materials received from customers on free supply basis.

j) It is not practicable to furnish further details in view of the large number of items which differ in size and nature, each being less than 10% in value of the total consumption.

3. During the year, the Company has entered into a contract with Indian Railways for supply of wagons. Due to the low volume of procurement by Indian Railways and the resultant intense unhealthy competition, the pricing of the wagon as finalised by the Indian Railway is un-remunerative and is likely to result in loss on execution of this contract over a period of time. Consequently, the Company has recognised loss of Rs. 1,710.15 lacs during the year on such onerous contract in terms of Accounting Standard 29- Provisions, Contingent Liabilities and Contingent Assets and disclosed it as exceptional item.

4. RETIREMENT AND OTHER EMPLOYEE BENEFIT PLANS

The Company has a defined benefit gratuity plan which is unfunded (except for Titagarh Steels unit where it is administered through a trust and funded with Life Insurance Corporation of India (LIC) in the form of qualifying insurance policy). Every employee who has completed five years or more of service is entitled to gratuity on terms not less favourable than the provisions of the Payment of Gratuity Act, 1972.

The estimate of future salary increase, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employee market.

The Company expects to contribute Rs. 126.11 lacs (Rs. 73.45 lacs) to the gratuity fund during 2015-16.

5. LEASES

The Company has operating leases for office premises and land that are renewable on a periodic basis and are cancellable by giving a notice period ranging from one month to three months. There is no escalation clause and restriction under the lease agreement. There are no subleases.

6. SEGMENT INFORMATION

Based on the synergies, risks and return associated with business operations and in terms of Accounting Standard-17, the Company has identified two business segments i.e."Wagons&Coachesand"Others" :

a) Wagons & Coaches - Consists of manufacturing of wagons, coaches, bogies, couplers and crossings as per customer specification.

b) Others - Consists of miscellaneous business like heavy earth moving machineries, bailey bridge etc. which comprises of less than 10% revenue on individual basis.

Export Segment assets consist of export debtors whose balance is less than 10% of total assets of the business segment and hence not disclosed as per Accounting Standard 17. Since the Company has all fixed assets in India only, separate figures for fixed assets/additions to fixed assets for Domestic and Overseas segments are not furnished.

7. CONTINGENT LIABILITIES

A. Disputed claims contested by the Company and pending at various courts/arbitration 930.27 1,072.24

Customer's Claims (Liquidated Damages) - 442.29 Matters under appeal with:

Sales tax authorities 819.00 427.79

Income tax authorities 535.79 711.54

Customs and excise authorities 11,015.15 10,652.68

Letter of Credit and Bank Guarantees outstanding 19,046.84 12,871.03

Corporate Guaranteegiven/fixed deposit pledged on behalf of a subsidiary Company for working capital limits sanctioned to the subsidiary company 7,426.14 8,433.14

Custom Duty on import of equipments and spare parts under EPCG-scheme 981.00 1,077.24

40,754.20 35,687.95

In respect of above cases, based on favourable decisions in similar cases/legal opinions taken by theCompany/discussions with the solicitors etc., the management is of the opinion that it is possible, but not probable, that the action will succeed and accordingly no provision for any liability has been made in the financial statements.

B. During the year, Cimmco Limited, a subsidiary company has obtained a loan from ICICI bank for Rs. 4000 lacs which is backed by a "Put Option" of Titagarh Wagons Limited(TWL). In terms of the said put option, upon occurrence of any event of default as per the terms of the facility agreement, ICICI bank shall have the right to call upon TWL to pay the entire outstanding within such time as may be prescribed.

8. The Board of Directors at their meeting dated September 11,2014 has given in-principle approval for the merger of four wholly owned subsidiaries (including step down subsidiaries) namely Titagarh Marine Limited,Cimco Equity Holdings Private Limited, Corporated Shipyard Private Limited and Times Marine Enterprise Private Limited, subject to necessary approvals. The scheme of merger is under preparation.

9. The Shareholders of the Company have approved through postal ballot on April 13, 2015, raising of funds by way of equity shares and / or other securities in accordance with applicable provisions of Companies Act, 2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 for an aggregate amount not exceeding Rs 25,000.00 lacs or equivalent thereof in foreign currency in such manner and on such terms and conditions as may be deemed appropriate by the Board.

10. Excise Duty & Cess on stocks represents differential excise duty and cess on opening and closing stock of finished goods, work in progress and saleable scrap.

11. Previous year's figures including those given in brackets have been regrouped/reclassified, where necessary, to conform to the current year's classification.


Mar 31, 2014

L] CORPORATE INFORMATION

Titagarh Wagons Limited (the Company) is a public company domiciled in India and incorporated underthe provisions ofthe Companies Act, 1956. Its shares are listed at Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. The Company is engaged in the manufacturing and selling of Railway Wagons, Steel Castings, Heavy Earthmoving and mining equipments, Bailey Bridges, EMU etc. The Company primarily caters to the domestic market.

2] LEASES

The Company has operating leases for office premises and land that are renewable on a periodic basis and are cancelable by giving a notice perioc ranging from one month to three months.There is no escalation clause and restriction under the lease agreement. There are no subleases.

3 SEGMENT INFORMATION

Based on the synergies, risks and return associated with business operations and in terms ofAccounting Standard-17, the Company has re-assessed its business segments. The steel foundry division is an integral part of the wagons and coaches division and accordingly reported as one single segment i.e. "Wagons & Coaches". Based on the above re-assessment the current year''s business segments are :

a) Wagons & Coaches - Consists of manufacturing of wagons, coaches, bogies, couplers and crossings as per customer specification.

b) Others - Consists ofmiscellaneous business like heavy earth moving machineries, bailey bridge etc. which comprises ofless than 10% revenue on individual basis.

Export Segment assets consist of export debtors whose balance is less than 10% of total assets of the business segment and hence not disclosed as per Accounting Standard 17. Since the Company has all fixed assets in India only, separate figures for fixed assets/ additions to fixed assets for Domestic and Overseas segments are not furnished.

4] RELATED PARTY DISCLOSURES

Names of related parties and related party relationship Related parties where control exists:

Subsidiary Companies:

Titagarh Singapore Pte Limited Titagarh Capital Private Limited Titagarh Wagons AFR

Greyshamand Co. Private Limited (by virtue of control of composition of the Board of the Company) Titagarh Marine Limited

Titagarh Agrico Private Limited (Formerly Titagarh Cranes Private Limited)

Corporated Shipyard Private Limited (subsidiary of Titagarh Marine Limited)

Joint Venture Companies:

Cimco Equity Holdings Private Limited

Titagarh Freightcar Private Limited (ceased to be a Joint Venture with effect from February 18,2013) Cimmco Limited, subsidiary of Cimco Equity Holdings Private Limited

Associate Companies:

Titagarh Freightcar Private Limited (ceased to be an associate with effect from January 7,2014)

Related parties with whom transactions have taken place during the period:

Key Management Personnel (KMPs):

Mr. J P Chowdhary - Executive Chairman

Mr. Umesh Chowdhary - Vice Chairman & Managing Director

Relatives of KMPs:

Ms. Savitri Devi Chowdhary, Wife of Mr. J P Chowdhary Ms. Rashmi Chowdhary, Wife of Mr. Umesh Chowdhary Ms.Vinita Bajoria, Daughter of Mr. J P Chowdhary Ms.Sumita Kandoi, Daughter of Mr. J P Chowdhary

Enterprises over which KMP/Shareholders/ Relatives have significant influence:

Titagarh Logistics Infrastructure Private Limited Titagarh Capital Management Services Private Limited Traco International Investment Private Limited Titagarh Papers Limited Panihati Rubber Limited

(Rs. in Lacs) As at As at Marc 31, 2014 March 31,2013

5] CONTINGENT LIABILITIES

Disputed claimscontested by the Company and pending atvariouscourts/arbitration 1,072.24 1,155.70

Customer''s Claims (Liquidated Damages) 442.29 442.29

Matters under appeal with:

Sales tax authorities 427.79 348.84

Income tax authorities 711.54 722.97

Customs and excise authorities 10,652.68 9,335.26

Letter of Credit and Bank Guarantees outstanding 12,871.03 21,307.36

Corporate Guaranteegiven on behalf of a subsidiary Company for working 8,257.65 6,954.38

capital limit sanctioned to the subsidiary company

Custom Duty on import ofequipments and spare parts under EPCG-scheme 1,077.24 1,290.21

35,512.46 41,557.01

In respect ofabove cases, based on favourabledecisions in similarcases/legal opinions taken by the Company/discussions with the solicitors etc., the management is of the opinion that it is possible, but not probable, that the action will succeed and accordingly no provision for any liability has been made in the financial statements.

6. Excise Duty & Cess on stocks represents differential excise duty and cess on opening and closing stock of finished goods, work in progress and saleable scrap.

7. PREVIOUS YEARFIGURES

Previous period''s figures including those given in brackets have been regrouped/reclassified, where necessary, to conform to this year''s classification.


Mar 31, 2013

CORPORATE INFORMATION

Titagarh Wagons Limited (the Company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed at Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. The Company is engaged in the manufacturing and selling of Railway Wagons, Steel Castings, Heavy Earthmoving and mining equipments, Bailey Bridges, EMU etc. The Company primarily caters to the domestic market.

1 RETIREMENT AND OTHER EMPLOYEE BENEFIT PLANS The Company has a defined benefit gratuity plan which is unfunded (except for Titagarh Steels unit where it is administered through a trust and funded with Life Insurance Corporation of India (LIC) in the form of qualifying insurance policy). Every employee who has completed five years or more of service is entitled to gratuity on terms not less favorable than the provisions of the Payment of Gratuity Act, 1972. The following tables summarises the components of employee benefit expenses recognised in the Statement of Profit and Loss and Balance Sheet for the Gratuity plans.

2 LEASES

The Company has operating leases for office premises and land that are renewable on a periodic basis and are cancelable by giving a notice period ranging from one month to three months.There is no escalation clause and restriction under the lease agreement. There are no subleases.

3 SEGMENT INFORMATIOI

Based on the synergies, risks and return associated with business operations and in terms of Accounting Standard-17, the Company is engaged in following business segments:

a) Wagons & Coaches - Consists of manufacturing of wagons and coaches as per customer specification

b) Heavy Earth Moving Machineries (HEMM) - Consists of manufacturing of heavy earth moving equipments

c) Steel Foundry - Consists of casting including bogies and couplers

d) Others - Consists of miscellaneous business like bailey bridge etc. are comprising of less than 10% revenue on individual basis

4 RELATED PARTY DISCLOSURES

Names of related parties and related party relationship Related parties where control exists:

Subsidiary Companies: Titagarh Singapore Pte Limited

Titagarh Capital Private Limited

Titagarh Wagons AFR

Greysham and Co. Private Limited (by virtue of control of composition of the Board of the Company)

Titagarh Marine Limited

Titagarh Cranes Private Limited (with effect from August 24,2012) Joint Venture Companies: Cimco Equity Holdings Private Limited

Titagarh FreightCar Private Limited (ceased to be a Joint Venture with effect from February 18,2013)

Cimmco Limited, subsidiary of Cimco Equity Holdings Private Limited AssociateCompanies: Titagarh Freighter Private Limited (with effect from February 19,2013)

Related parties with whom transactions have taken placeduring the period:

Key Management Personnel (KMPs): Mr. J P Chowdhary- Executive Chairman

Mr. Umesh Chowdhary -Vice Chairman & Managing Director Relatives of KMPs: Ms.Savitri Devi Chowdhary, Wife of Mr. J P Chowdhary

Ms. Rashmi Chowdhary, Wife of Mr. Umesh Chowdhary

Ms. VinitaBajoria, Daughter of Mr. J P Chowdhary

Ms.Sumita Kandoi, Daughter of Mr. J PChowdhary Enterprises over which KMP/Shareholders/ Titagarh Logistics Infrastructure Private Limited

Relatives have siqnificant influence Titagarh Capital Management Services Private Limited

5. Traco International Investment Private Limited

Titagarh Papers Limited

Panihati Rubber Limited

The Board of Directors at its meeting held on December 24,2012 had approved a Scheme of Arrangement to demerge the'' Rail Coach Division'' and ''Heavy Earth Moving Machineries''division of the Company by transferring the same on a going concern basis toTitagarh Trains Private Limited and Titagarh Cranes Private Limited respectively with effect from April 1, 2012 subject to approval from respective shareholders and various regulatory authorities. The Board of Directors in its subsequent meeting held on February 18, 2013 has withdrawn the aforesaid Scheme of Arrangement.

6. Excise Duty & Cess on stocks represents differential excise duty and cess on opening and closing stock of finished goods, work in progress and saleable scrap.

7. PREVIOUS YEAR FIGURES

Previous period''s figures including those given in brackets have been regrouped/reclassified, where necessary, to conform to this year''s classification.


Mar 31, 2012

1. Corporate Information

Titagarh Wagons Limited (the Company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on Bombay Stock Exchange and National Stock Exchange. The Company is engaged in the manufacturing and selling of Railway Wagons, Steel Castings, Heavy Earthmoving and mining equipments, Bailey Bridges, EMU etc. The Company primarily caters to the domestic market.

a) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended March 31, 2012, the amount of dividend per share recognised as distributable to equity shareholders is Rs. 8/- (Rs. 8/-)

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company. The distribution will be in proportion to the number of equity shares held by the shareholders.

Notes :

a) Cash credit, Packing credit loan and Buyers' credit are secured by first charge on the Company's current assets, present and future and by way of collateral charge on fixed assets of the Company, both present and future. All the mortgages and charges created in favour of the above lenders rank pari passu with consortium member banks.

b) Cash credit carries interest @11% to 14% p.a and are repayable on demand.

c) Packing credit loan carries interest @ Libor 3.5% and is repayable within three months from the balance sheet date.

d) Short term loan carries interest @ 11.75% and is secured by fixed deposits. The loan is repayable within one month from the balance sheet date.

(a) Formerly Flourish Securities and Finance Private Limited

(b) Valued at exchange rate prevailing on the date of transaction

(c) Subsidiary by virtue of the Company's control over the composition of its board of directors.

1. RETIREMENT AND OTHER EMPLOYEE BENEFIT PLANS

The Company has a defined benefit gratuity plan which is unfunded (except for Titagarh Steels unit where it is administered through a trust and funded with Life Insurance Corporation of India (LIC) in the form of qualifying insurance policy). Every employee who has completed five years or more of service is entitled to gratuity on terms not less favorable than the provisions of the Payment of Gratuity Act, 1972.

The Company also extends benefit of compensated absences to the employees, whereby they are eligible to carry forward their entitlement of earned leave for encashment. This is an unfunded plan.

2. LEASES

The Company has operating leases for office premises and land that are renewable on a periodic basis and are cancelable by giving a notice period ranging from one month to three months. There is no escalation clause and restriction under the lease agreement. There are no subleases.

3. SEGMENTINFORMATION

Based on the synergies, risks and return associated with business operations and in terms of Accounting Standard-17, the Company is engaged in following business segments.

a) Wagons & Coaches - Consists of manufacturing of wagons and coaches as per customer specification

b) Heavy Earth Moving Machineries (HEMM) - Consists of manufacturing of heavy earth moving equipments

c) Steel Foundry - Consists of foundries casting including bogies and couplers

d) Others - Consists of miscellaneous business comprising of less than 10% revenue on individual basis

As at As at March 31, 2012 March 31, 2011

4. CONTINGENT LIABILITIES

Disputed claims contested by the Company and pending at various courts. 411.09 357.35 Matters under appeal with :

Sales tax authorities 594.47 1035.41

Income tax authorities 871.18 53.68

Customs and excise authorities 8,654.70 2,415.32

Letters of Credit, Bills discounted and Bank Guarantees outstanding 25,232.81 14,018.00

Performance Guarantee given on behalf of a subsidiary Company for fulfillment - 2,031.30 of certain obligations

Put Option granted - 13,000.00

Custom Duty on import of equipments and spare parts under EPCG-scheme - 124.55

5. Excise Duty & Cess on stocks represents differential excise duty and cess on opening and closing stock of finished goods, work in progress and saleable scrap.

6. PREVIOUS YEAR FIGURES

Previous period's figures including those given in brackets have been rearranged where necessary to conform to the current period's classification under Revised Schedule VI as stated in Note 2 above.


Mar 31, 2008

1. Contingent Liabilities:

a) Claims not acknowledged as debts - Rs.123.20 Lacs (Rs. 34770 Lacs).

b) Income tax demands under appeal - Rs. 80.87 Lacs (Rs. 64.27 Lacs).

c) Excise demands under appeal - Rs. 264.29 Lacs (Rs. NIL).

d) Sales tax demands under appeal - Rs. 223.70 Lacs (Rs. NIL).

e) Sales tax liability and stamp duty liability if any, arising on account of acquisition of "Heavy Engineering Division" from Hyderabad Industries Limited as a going concern in terms of "Business Transfer Agreement" dated 4th April, 2005.

f) Outstanding Guarantees and Letters of Credit from Banks Rs. 11,547.04 Lacs (Rs. 9,558.41 Lacs).

g) Future export obligations with respect to duty free imports against advance/ EPCG licenses -Rs. 886.00 Lacs (Rs. 1201.09 Lacs).

2. Estimated amount of Capital contracts not provided for (net of advances) - Rs. 608.62 Lacs (Rs. 147.52 Lacs).

3. Working capital borrowings and external commercial borrowings from Banks and non funded facilities comprising of bank guarantees and letters of credit are secured by hypothecation of stocks, book debts, movable properties of any kind and fixed assets, both present and future and equitable mortgage of immovable properties of the Company and personal Guarantee of Shri Umesh Chowdhary, Managing Director and Shri J P Chowdhary, Executive Chairman. Loan from a body corporate is secured by exclusive charge on the wheel sets procured/imported with the amount.

4. The Companys application for increase in Gross value of fixed capital Assets by Rs. 78.95 Lacs and allowance of sale tax deferment loan aggregating to Rs 51.72 Lacs for the period from January 2005 to March 2005 is pending grant by the relevant authorities. The matter is being pursued by the Company and accordingly, such amount has been included in Sales Tax Deferment loan and shown as Unsecured Loan.

5. Sales are net of Liquidated damages and de-escalation claims amounting toRs. 342.00 Lacs (Including Rs. 203.14 Lacs for earlier years) (net) (Rs. 102.70 Lacs).

6. In compliance with Accounting Standard -17 issued by the Institute of Chartered Accountants of India (ICAI) the disclosure in respect of Business Segment are as follows:

Business Segment:

The business segments based on Companys products have been identified as "Wagons", "Heavy Earth Moving & Mining equipments (HEMM)" and "Steel Castings".

Wagons : Consists of manufacturing of wagon as per customers specification

Heavy Earth Moving & Mining equipments: Consists of manufacturing of earth moving equipments.

Steel Castings : Consists of foundry castings including Bogies and Couplers.

Others : Consists of miscellaneous business comprising of less than 10% revenue.

Geographical Segment:

The Company primarily operates in India and therefore the analysis of geographical segment is demarcated on the basis of location of its customers in India and outside India.

The Company has common fixed assets for producing goods for domestic and overseas markets. Hence, separate figures for fixed assets/additions to fixed assets thereof cannot be furnished.

7. Miscellaneous Expenses include expenses towards Research and Development Rs. 84.78 Lacs (Rs. 5.10 Lacs).

8. The Company has raised a sum of Rs. 8,800.00 Lacs during the year through issue of 16,79,390 fully convertible preference shares of Rs. 10 each at a premium of Rs. 514.00 per share through private placement. These shares were converted into equity shares on February 1, 2008 into 16,79,390 equity shares of Rs.10 each and consequently, Rs. 8,632.06 Lacs has been added to the Securities Premium Account.

a) The Company has made an Initial Public Offer (IPO) of 23,83,768 equity shares of Rs. 10 each at a premium of Rs. 530 per share (consisting of 20,68,111 equity shares of Rs. 10 each as fresh issue and 3,15,657 equity shares of Rs. 10 each as offer for sale from existing shareholders) on 100% book building basis. The issue was opened on 24th March 2008 and closed on 27th March 2008. Pending allotment of shares as on the balance sheet date, the entire amount received from IPO has been disclosed as "Share application money" in the accounts;

b) The allotment of shares (20,68,111 equity shares of Rs. 10 each) against IPO has since been completed on April 9, 2008. Though the existing provisions of the Articles of Association of the Company provides for pro-rata dividend, the Board has proposed full dividend on the enhanced shared capital as detailed above, since the listing agreement entered into with the stock exchange and the regulations specified by Securities and Exchange Board of India require dividend to be paid on such enhanced capital.

9. On December 31,2007, the Company has entered into a Co-operation and Funding Agreement with JPMorgan Mauritius Holdings Limited (JPM), for the purpose of proposing to Board of Industrial and Financial Reconstruction (BIFR), scheme of revival and rehabilitation of Cimmco Birla Limited (C8L) which is subject to sanction of BIFR and other approvals. If an acceptable scheme which includes restructuring of entire liabilities of CBL and exemption under the Takeover Regulations, is agreed to by both parties and is sanctioned by the BIFR under section 18 of the SICA, the Company may require to invest up to Rs. 3,500 Lacs in CBL. As a part of scheme, the Company intends to acquire equity or such other instruments as may be approved by the Board.

10. The Company has entered into a joint venture agreement dated January 22, 2008 (FCA JVA) with FreightCar America Inc (FCA) to jointly promote and incorporate a private limited company in India (FCA JVA) to develop, design, manufacture, service and distribute an aluminium coal hopper with FreightCar America AutoFloodTM gates and an aluminium coal gondola and such other wagon products as may be agreed from time to time between the parties in selected countries in South Asia (including India) and Africa.

11. The Company has operating leases for office premises/ guest house purpose that are renewable on a periodic basis and are cancelable by giving a notice period ranging from one month to three months.

The amount of rent expenses included in Profit and Loss Account towards operating Leases aggregate to Rs 24.31 Lacs (Rs. 25.33 Lacs).

12. No provision has been considered necessary in respect of diminution in the value of unquoted investments of Rs. 77.45 Lacs (66.95 Lacs) in the Subsidiary Company as these investments are strategic in nature and in the opinion of the management, such shortfall is temporary in nature.

13. Previous years figures have been shown within brackets and have been regrouped/rearranged wherever necessary.

 
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