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Titagarh Wagons Ltd.

BSE: 532966 Sector: Engineering
NSE: TWL ISIN Code: INE615H01020
BSE 00:00 | 24 Jun 96.10 1.40
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OPEN 103.00
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VOLUME 30364
52-Week high 123.85
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P/E 14.47
Mkt Cap.(Rs cr) 1,149
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OPEN 103.00
CLOSE 94.70
VOLUME 30364
52-Week high 123.85
52-Week low 64.60
P/E 14.47
Mkt Cap.(Rs cr) 1,149
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Titagarh Wagons Ltd. (TWL) - Director Report

Company director report

Dear Shareholders

The Directors hereby present their Twenty-fourth Annual Report on the business andoperations of Titagarh Wagons Limited ('the Company' or 'TWL') along with the auditedfinancial statements for the financial year ended March 31 2021. The consolidatedperformance of Titagarh Group (the Company and its subsidiaries) has appropriately beenreferred to in this Report.

1. Profit Retention & Dividend

Titagarh Group's financial performance during the financial year ended March 31 2021was as follows:

Rs. in lakhs

Standalone

Consolidated

Particulars 2020-21 2019-20 2020-21 2019-20
Revenue from operations 102578.50 148421.49 152063.95 176632.43
Other income 1137.03 1713.60 2485.92 3402.20
Total Income (TI) 103715.53 150135.09 154549.87 180034.63
Earnings before interest tax depreciation and amortisation (EBIDTA) 13065.44 14602.41 10549.64 15495.94
Less: Finance Cost 5478.57 6502.92 8119.93 8827.29
Less: Depreciation and amortization expenses 1572.95 1813.89 2986.76 2912.68
Profit/(Loss) before exceptional items & tax 6013.92 6285.60 (557.05) 3755.97
Share of Profit/(Loss) of Joint Ventures - - (0.65) (10.18)
Exceptional items (434.75) 16135.44 - -
Profit/(Loss) before tax 6448.67 (9849.84) (557.70) 3745.79
Tax Expenses/(Benefits) 1421.11 (1857.35) 1320.95 (2050.55)
Profit/(Loss) for the year after tax from continuing operations 5027.56 (7992.49) (1878.65) 5796.34
Loss from discontinued operations (net of tax) - - - (9410.55)
Profit/(Loss) for the year after tax 5027.56 (7992.49) (1878.65) (3614.21)
Other Comprehensive Income/(Loss) (net of tax) 465.55 (11.75) 814.47 528.28
Total Comprehensive Income for the year 5493.11 (8004.24) (1064.18) (3085.93)

2. Performance and Outlook

The Company's operating margin and profitability on a standalone basis improvedremarkably during the Financial Year 2020-21 (FY 2020-21) as compared to the previousfinancial year. The EBIDTA margin increased to 12.6% in FY 2020-21 as compared to 9.7% inFY 2019-20. Profit after tax of Rs. 5027.56 lakhs in FY 2020-21 as against loss of Rs.7992.49 lakhs in FY 2019-20 shows a turnaround from the previous financial year when dueto certain exceptional items loss was recorded on standalone basis. It may be noted thatdespite the total income for FY 2020-21 having been impacted primarily due to the Covid-19pandemic induced lockdown especially during first half of the year under review theCompany has delivered strong topline growth from the second quarter onwards.

On a consolidated basis the Group's total income during the FY 2020-21 decreased fromRs. 180034.63 lakhs in FY 201920 to Rs. 154549.87 lakhs in FY 2020-21 i.e. a decline of14.15% EBIDTA margin was 6.8% in FY 2020-21 as compared to 8.6% in 2019-20. The Companyhas suffered overall consolidated loss (after Tax) of Rs. 1878.65 lakhs during thefinancial year ended March 31 2021.

The financial performance as reported above was achieved despite the outbreak ofCOVID-19 pandemic and the lockdown announced by the Governments as a measure to combat thepandemic in the countries where the Group operates however the extent of impact wouldalso be experienced in the financial statement for the current financial year due to thetime required for synchronization of value-chain with efforts being made for reachingnormal/pre-COVID level of operations which were resumed in phases.

The standalone operations of the Company started picking up from Q2 FY 2021 onwardsyielding better margins however the performance of Titagarh Firema SpA the wholly-ownedsubsidiary in Italy remained impacted in the first nine months and started improving inthe last quarter of the year under review. The execution of order(s) with lower margin atthe subsidiary in Italy impacted the overall margins however higher margin order bookdelivery in the coming year is expected to drive profitability at consolidated level. TheDirectors are pleased to inform you that the Company became net debt free on standalonebasis during the year and the Net Debt of Rs. 678 crore as at in the end of FY 21appearing in the financial statements is on a consolidated basis.

The consolidation of subsidiaries towards the objective of simplification of thebusiness structure was initiated in the previous financial year. The Hon'ble NationalCompany Law Tribunal Kolkata Bench by an order dated 30th September 2020 hadsanctioned the Scheme of Amalgamation ('Scheme') of Cimmco Limited the Company'ssubsidiary and Titagarh Capital Private Limited the Company's wholly-owned subsidiarywith the Company with effect from April 1 2019 being the appointed date as per theScheme.

During November 2020 the Company transferred the investments held by it insubsidiaries namely Titagarh Firema S.p.A. Italy ('TFA') and Titagarh Singapore Pte LtdSingapore ('TSPL') to Titagarh Bridges and International Private Limited (Formerly:Matiere Titagarh Bridges Private Limited) ('TBIPL') - a wholly owned subsidiary of theCompany at present engaged in the business of manufacture of metallic bridges. Theconsolidated financial statement of the Company for year ended 31st March 2021includes the results of TFA and TSPL the step-down wholly-owned subsidiaries and TBIPLthe wholly-owned subsidiary.

Your Company had a design center inaugurated by the Secretary Ministry of Housing andUrban Affairs in January 2021 in Hyderabad to work very closely with the design center inItaly to indigenize the designs for the railway rolling stock and the metro rolling stockin India which would be a big step towards realizing the full potential of 'Make in India'capability. Your Company's order book is healthy and execution of contract for metrotrains for Pune Metro is well on track inspite of the difficulties faced due to theCOVID-19 pandemic. It is our pleasure to report that the first Aluminium Metro train forPune Metro was flagged off at TFA Italy on 30th July 2021. With continuedparticipation in various tenders for the other segments viz. shipbuilding bridges andspecialized equipment and consistent focus on improvement in the operations of overseassubsidiary in Italy combined with resource optimization undertaken by the management theoutlook for the current year is encouraging.

Management Discussion and Analysis

(a) Overall Review

The overall performance of the Company during the financial year 2020-21 is consideredto be reasonably satisfactory

(b) Segment Review

The completion of merger of Cimmco Limited ('Cimmco') and Titagarh Capital PrivateLimited with the Company has resulted in substantial benefits viz. consolidation of thedifferent products in line with the plant capacities and bringing in efficiency resultingin creating the plant as a centre of excellence for that particular product realigningthe Company in distinct business segments i.e. Freight Rolling Stock Passenger RollingStock and Others.

During the year the Directors have identified the following reportable segments:-

a) Freight Rolling Stock - Consists of manufacturing of Wagons Loco Shells BogiesCouplers and its components.

b) Passenger Rolling Stock - Consists of designing and manufacturing of MetroPassenger Coaches EMUs Train Sets Mono Rail Propulsion equipment Traction Motors andits components.

c) Others - Consisting of Shipbuilding which includes Designing and Construction ofWarships Passenger Vessels Tug and other specialised self - propelled vessels and itscomponents; and miscellaneous items like specialised equipment's for Defence BridgeGirders Tractors etc which comprises of less than 10% revenue on individual basis.

The segment wise performance is given herein below:

Rs. Lakhs

Standalone

Consolidated

Particulars 2020-21 2019-20 Change % 2020-21 2019-20 Change %
Segment Revenue (Gross)
Freight Rolling Stock 96374.15 143037.10 (32.62)% 96374.16 143037.10 (32.62)%
Passenger Rolling Stock 4752.34 751.99 531.97% 54107.07 28962.93 86.81%
Others 1452.01 4632.40 (68.66)% 1582.72 4632.40 (65.83)%
Total 102578.50 148421.49 (30.89)% 152063.95 176632.43 (13.91)%
Segment Results
Freight Rolling Stock 12377.74 13464.54 (8.07)% 12377.74 13968.48 (11.39)%
Passenger Rolling Stock (496.89) - (100.00)% (4282.63) 64.50 (6739.47)%
Others (345.70) 664.03 (152.06)% (407.16) 664.03 (161.32)%
Total 11535.15 14128.57 (18.36)% 7687.95 14697.01 (47.69)%
Total Profit/(Loss) before tax from continuing operations 6448.67 (9849.84) 165.47% (557.70) 3745.79 (114.89)%
Profit/(Loss) after Tax from discontinued operations (9410.55) 100%
Total Profit/ (Loss) after tax 5027.56 (7992.49) 162.90% (1878.65) (3614.21) 48.02%

During the year under review the freight rolling stock business of the Company wasimpacted due to the COVID-19 pandemic however the performance has been quite stable. TheCompany received a major order from Indian Railways in September 2020 for 1800 wagonsworth Rs. 500 crore. Post the merger of Cimmco with the Company the capabilities for themanufacture of wagons at the Company's plant in Titagarh West Bengal have been enhancedand steps are being taken to make it the center of excellence for the wagons production.

Under the Passenger Rolling Stock segment of the Company the execution of Pune Metrois a very important milestone for the Company. The Company along with its subsidiary: TFAhad signed the first contract for design manufacture and supply of 34 trains of 3 coacheseach for Pune Metro (Maharashtra Metro Rail Corporation Limited). Under this contract thefirst 3 trains are to be built in TFA's plant in Caserta Italy and the balance 31 trainswill be manufactured in the Company's plant in India. The first train manufactured forPune Metro was flagged off from Italy on 30th July 2021. The Company hasalready upgraded its plant at Uttarpara West Bengal by the middle of April 2021 fromwhere the first train from India is expected to be rolled out within this financial year.The Company is planning to bid for upcoming metro projects in Tier II cities based on itsaward of Pune Metro order.

"Make in India" initiative coupled with launch of Dedicated Freight Corridor(DFC) metro projects across all major Indian cities are expected to boost wagon andelectrical train manufacturing industry in the country. The Company believes that goingforward in the coming year and the year after the DFC wagons should definitely contributeto revenues.

The collaboration of the Company with ABB India Limited (ABB) is for the growingbusiness of propulsion equipment (traction converters) for the Indian railway EMU/MEMUmarket and trade propulsion. According to the agreement Titagarh and ABB will worktogether to design develop and manufacture state of the art 3 phase IGBT based propulsionsystems for EMU/MEMU which would be manufactured in Titagarh's plant at Uttarpara WestBengal with certain components being supplied by ABB. So apart from having a good marketpotential for the propulsion business the same is also very strategic for trainproduction business.

The Company has also participated in several shipbuilding tenders wherein it is verywell placed. While the previous orders were executed the new orders are expected to cometo the Company's way and the same shall be reported in near future as soon as theymaterialize.

The Company has also been awarded a contract worth about Rs. 30 crore in the Defencesector for which the production is being carried out at Bharatpur Rajasthan. The Companyis also participating in larger tenders for similar or equivalent type of defenseequipments.

(c) Overseas Operating Subsidiary: Titagarh Firema SpA Italy (TFA)

The Financial year 2020-21 was certainly one of the most complex since TFA'sincorporation. The pandemic that began last February has severely affected itsperformance resulting in periods of total suspension of production activities and otherslowdowns with the use of double shifts at production sites. Such a situation hassignificantly affected TFA's production levels and overall efficiency. At the same timeTFA had equipped itself with a set of indirect structures that enabled the company toregain full control of the various phases that make up the cycle of its activity. On themarket side the pandemic has led to slowdowns in tendering and contracting processes oreven in the awarding of additional contracts as envisaged in the context of frameworkcontracts already awarded.

During the past financial year TFA has seen substantial changes to its organisationalstructure with the induction of new management team from similar industry experience withthe objective of reshaping the entire value chain aimed at re-launching the operationstowards greater development and growth.

Economic performance was affected by the effects of Covid-19. Due to the measuresadopted by the Government TFA had been forced to close its production facilities with acorresponding reduction in direct production hours from 16 March to 20 April 2020. Thissituation led to a postponement of activities and caused delay in the delivery of someproducts which remained on the production lines. TFA has initiated all the necessaryprocedures required by the extraordinary provisions adopted by the Government. Thesituation triggered by Covid-19 did not lead to any cancellation or reduction of ordersso TFA only experienced a shift in business.

TFA has drawn up a detailed strategic plan that takes into account the effects of thepandemic on the market while confirming the growth trend expected over the next fiveyears. The growth factor although impacted by the situation described above alreadyshowed its effects in 2021 with a significant increase in turnover. The year ended had tocontend with the negative effects deriving from a number of orders which are howeverdestined for definitive completion in the current year.

Significant improvements are foreseen during the current financial year in terms ofboth profitability and turnover compared to the previous year owing to the start ofproduction on new orders and a general increase in productivity which is evident from theanalysis of hourly costs which have already benefited from the review of certain businessprocesses and the policies for revising operating costs as a whole.

The situation described above is accompanied by an order backlog that places TFA forthe financial year 2022 in a situation of substantial overall coverage of the revenueforecasts assumed. The total value of the order backlog is €307 million.

The main activities which took place during the year under review were:

• the technical consolidation of the TFA order with a consequent increase inreliability parameters and a declared appreciation by the customer Trenitalia;

• the launch of the Catania Metro order (54 trains for the Circumetnea railway)the design phase of which is at an advanced stage and production has started on schedule.

• From August 2020 following the award of the Indian contract for theconstruction of the Metro Coaches for Pune production of the first three complete trainsand the flatpacks for further trains is underway

• deliveries of the "T21" order have restarted and delivery times haveimproved thanks to the approval to put trains into service;

• an important milestone was the resumption of collaborations with majorinternational players.

The significant increase in revenues compared to the previous year of approximately€30 million is mainly due to the start of production on the new contracts acquired:FCE - Catania Metro SEPSA (Ente Autonomo del Volturno) PUNE (Pune City Metro) and TAF(Ferrovie Nord Milano) for the revamping of 25 trains.

However as mentioned above the 2021 result was mainly impacted due to the Covid 19pandemic and the loss arising out of the legacy contracts which would be executed in FY21-22.

(d) Operating subsidiary in India: Titagarh Bridges and International Private Limited(TBIPL)

TBIPL was originally formed as a Joint Venture Company (JVC) pursuant to joint ventureagreement between Matiere SAS France ('Matiere') and Titagarh Wagons Limited ('TWL')where each was holding 50% of its paid-up capital. Pursuant to discussions between thejoint venture partners covering strategic aspects of business etc. TWL acquired theshares held by Matiere representing 50% of the paid-up share capital of TBIPL. As aresult of the above the shareholding of TWL in TBIPL changed from 50% to 100% (holding1509764 equity shares of Rs. 10/- each) and thus TBIPL became a wholly-owned subsidiaryof TWL w.e.f. 14th July 2020. The name of the Company was changed from MatiereTitagarh Bridges Private Limited to Titagarh Bridges and International Private Limitedw.e.f. 21st October 2020.

During the year under review TBIPL incurred a loss of Rs. 63.91 lakhs as compared tothe loss of Rs. 19.36 lakhs in the financial year ended 31st March 2020mainly due to increase in expenses during the year relating to finance costs.

(e) Order Book position

The total order book of Company on a consolidated basis stands at Rs. 5601 crore atthe end of March 2021 which is one of the highest order book levels the Company everhad. It is well diversified across Indian and Italian business operations (Italy businessconstitutes 47% to the total order book) and going forward the revenue mix of the Companywill undergo a substantial change with business other than Wagons contributingsubstantially to the top line. More than 50% of Indian order book is from the non-wagondivision which will reduce dependency on the wagon business.

(f) Industry overview of Business Segments

Freight Rolling Stock

Indian Railways is the world's 3rd largest rail network registered double-digit growthin freight traffic amid the COVID-19 pandemic and recorded a 10 per cent increase infreight loading in financial year 2020-21 compared to the previous fiscal 2019-20. Thenational transporter's total freight loading was 203.88 million tonnes in fiscal 2020-21compared to 184.88 million tonnes in the financial year 2019-20 marking a 10 per centyear-on-year growth.

Private sector companies are being encouraged to participate in rail projects whichwere earlier largely in the public domain. The cabinet approved 'participative models forrail-connectivity and capacity augmented projects' which allows private ownership of somerailway lines.

PPP is being utilised in areas such as redevelopment of stations building privatefreight terminals and private container train operations. With 100 per cent FDI allowed inthe railway sector by the Government freight traffic is set to increase significantly dueto rising investment and private sector participation. Metro rail projects are beingenvisaged across many cities over the next ten years with also announcement of two newtechnologies - metro lite and metro neo - to provide metro services at much less cost withsame experience convenience in tier II and tier III cities.

Growing industrialisation across the country has increased freight traffic in the lastdecade. India is projected to account for 40 per cent of the total global share of railactivity by 2050.

Outlook

Indian Railways have prepared a National Rail Plan for India 2030. The plan is tocreate a future ready railway system by 2030 bringing down the logistic cost for industryis at the core of the strategy to enable the country to integrate its rail network withother modes of transport and develop a multi-modal transportation network.

Freight remains the major revenue earning segment for Railways in 2021-22 Railwayexpects to earn 63% of the total revenue through the same. Indian Railways is targeting toincrease its freight traffic to 3.3 billion tonnes by 2030 from 1.1 billion tonnes in2017. Indian Railways plans to achieve 2024 MT (metric tonne) loading in 2024 from thecurrent 1200-1300 MT. It is projected that freight traffic via the Dedicated FreightCorridors will increase at a CAGR of 5.4% to 182 MT in 2021-22.

Passenger Rolling Stock

Metro trains are rail-based mass rapid transit systems that operate on a privilegedright-of-way - either underground or elevated over street level separated from all othermodes of transport in an urban area. There are currently 13 operational metro systems inIndia with a total of 678.52 kilometres of operational metro lines and 540 stations. Afurther 550+ km of lines are under construction.

As per the latest National Urban Transport Policy metro rail system is to beconstructed in every city with a population of 20 lakh or more with Union Governmentproviding financial assistance either directly or through multilateral funding agencies orthrough a combination of both. The number of metros expected to come up in India is about50. Since the cost of a heavy metro is very high various cities have been asked toexplore options light metro tram and monorail.

Metro rail system enables large-scale rapid and low-cost movement of people whilecausing very little pollution as compared to conventional modes of transport for thicklypopulated areas where traffic is a major challenge.

However making available the land for laying tracks very large project expenditureinfrastructural issues are some of the major threats in Metro segment. The technologiesused in various types of metros in terms of system voltages axle loads etc are also achallenge which need to be decided based on the ridership city layout and other relatedparameters.

Outlook

Given rising urbanisation and increasing population levels in India implementation ofmetro rail systems will become imperative as mass rapid transit systems are the best wayto decongest traffic. National Urban Transport Policy also ensures that metros in someform or the other come up in cities thereby ensuring a steady requirement of metro rollingstock for the future.

Shipbuilding

Presently the Indian shipping industry is reviving from the impact of the COVID 19pandemic. One such important step is the Merchant Shipping Bill 2020 that has beenpromulgated with the primary aim of promoting the growth of the Indian shipping industryby incorporating the best practices adopted by other advanced countries like the U.S.Japan U.K. Singapore and Australia. Also Neptune Declaration initiated at a globallevel in order to streamline and categorize seafarers as "frontline workers" toensure their well-being.

In Union Budget 2020-21 the total allocation for the Ministry of Shipping was Rs.1702.35 crore (US$ 233.48 million). The key ports are expected to deliver seven projectsworth more than Rs. 2000 crore (US$ 274.31 million) on a public- private partnershipbasis in FY22. Over the last few years to make the Indian maritime sector"atmanirbhar" there have been concerted attempts by our Government to shiftgears with respect to development of ports and expansion of shipping connectivity to ourhinterlands in achieving the 5 trillion economy mark.

Outlook

Increasing investment and cargo traffic point towards a healthy outlook for the Indianports sector. In Maritime India Summit 2021 the Ministry of Ports Shipping and Waterwaysidentified a total of 400 projects worth Rs. 2.25 lakh crore (US$ 31 billion) investmentpotential.

(g) Discussion on Financial Performance with respect to Operational Performance

During the year under review the Company took various operational measures viz.consolidation of the different products in line with the plant capacities which resultedin improved efficiency by turning the plant into a centre of excellence for the particularproduct thereby re-aligning the Company's business into distinct parts viz. "FreightRolling Stock" "Passenger Rolling Stock" and "Others".Continuing focus of the management is consistently on undertaking cost rationalizationbetter manufacturing processes improved productivity and optimization of resource forimprovement in performance aimed at achieving results better than the trend witnessed inthe industries in which the Company operates. Viewed in this backdrop the Company'sperformance for the year under review is considered to be in line with the circumstancesprevailing.

(h) Overall outlook for the current year

In addition to the healthy order book as on date the Company's focussed approach onfixed cost reduction in terms of consolidating the common functions and reducingduplication of manpower consolidating its prominent position in the Rolling Stockbusiness coupled with the access to strong technology for Metro Coaches through itssubsidiary in Italy and diversified product portfolio strategy of adopting innovativeways to cater to its customers and preparedness to seize opportunity in products/projectsfor Metro and defence establishment of India make the outlook for the current yearencouraging.

(i) Key Financial Ratios

As stipulated in the Regulation 34(3) of SEBI (LODR) Regulations 2015 as amended theCompany reports as follows:

(a) Details of significant changes (i.e. change of 25% or more as compared to theimmediately previous financial year) in key financial ratios or sector specific ratiosalong with detailed explanations therefor:

Sl. Key Financial Ratios 2020-21 2019-20 Difference (%)
1 Debtors Turnover Ratio (%) 13% 11% 15.52%
2 Inventory Turnover Ratio (%) 19% 14% 38.48%
3 Interest Coverage Ratio (times) 2.18 1.98 9.96%
4 Current Ratio (times) 2.35 2.01 16.75%
5 Debt Equity Ratio 0.12 0.26 (54.55)%
6 Operating Profit Margin (%) 11.63% 8.68% 33.97%
7 Net Profit Margin (%) 6.29% (6.64)% 194.68%

Notes on significant changes in financial ratios where change is > 25%:

• Inventory Turnover Ratio: It has increased due to procurement made for newcontracts for which revenue booking is yet to start.

• Debt Equity Ratio: It has improved due to better operating margin and cashgenerated from operation being used to repay/prepay the debt.

• Operating Profit Margin: It has improved due to increase in sales and betterprofit margins on new contracts.

• Net Profit Margin: It has improved due to increase in sales and better profitmargins on new contracts.

(b) details of any change in Return on Net Worth as compared to the immediatelyprevious financial year along with a detailed explanation thereof:

Key Financial Ratios 2020-21 2019-20 Difference (%)
Return on Net Worth (%)
- Before considering exceptional item 5.80% 9.96% 8.00%
- After considering exceptional item 6.30% (9.79)% (6.17%)

Notes on significant changes in financial ratios where change is > 25%: NotApplicable.

3. Dividend

Considering various financial/non-financial parameters the Directors with a view toconserving resources do not recommend any dividend for the FY 2020-21.

Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015("LODR") the Dividend Distribution Policy of the Company is available on thefollowing weblink in the Company's website: https://titagarh.in/policies-and-codes.

4. Employee Stock Options Scheme/Change in Share Capital

Pursuant to the Scheme of Amalgamation of Cimmco Limited and Titagarh Capital PrivateLimited with the Company the authorised share capital of the Company increased from Rs.228.10 crore to Rs. 385.10 crore.

In terms of the Scheme of Amalgamation of Cimmco Limited and Titagarh Capital PrivateLimited with the Company sanctioned by the Hon'ble National Company Law Tribunal (NCLT)Kolkata the Company made allotment of 3720469 equity shares of Rs. 2/- each of theCompany to the eligible members of Cimmco as on 23rd October 2020 (RecordDate) in the share exchange ratio of 13 equity share of Rs. 2/- each of the Company forevery 24 equity share of Rs. 10/- each held in Cimmco. These were issued to thoseerstwhile members of Cimmco on November 7 2020 resulting in the paid-up Equity ShareCapital of the Company to Rs. 238653278/- divided into 119326639 equity shares ofRs. 2/- each.

Pursuant to approval of the shareholders the Nomination and Remuneration Committee(also functioning as Compensation Committee) at its meetings held on March 4 2015 and May19 2017 in accordance with the TWL Employees Stock Options Scheme 2014 (ESOS) granted tothe eligible employees 500000 options each respectively to be converted into equivalentnumber of equity shares of Rs. 2/- each fully paid as per the ESOS.

Options resulting in 60950 equity shares allotted on 9th January 2021 tothe eligible employees upon exercise by them in conformity with ESOS led to increase inthe paid up equity share capital to Rs. 238775178/- as at 31st March 2021consisting of 119387589 equity shares of Rs. 2/- each fully paid up. The equity sharesso allotted rank pari-passu with the existing equity shares of the Company.

The disclosures as required under Regulation 14 of Securities Exchange Board of India(Share Based Employee Benefits) Regulations 2014 have been placed on the corporatewebsite of the Company www.titagarh.in

5. Material Changes and Commitments after the balance sheet date:

No material changes and commitments have occurred since the date of close of thefinancial year to which the financial statements relate till the date of this reportwhich might affect the financial position of the Company. However the impact on thefinancial performance of the Company caused due to the outbreak of COVID-19 pandemic isexplained separately in the notes to the financial statements.

6. Investor Education and Protection Fund (IEPF)

As stipulated by the applicable provisions of the Companies Act 2013 ('the Act') readwith IEPF (Accounting Audit Transfer & Refund) Rules 2016 as amended ('the IEPFRules') all unpaid or unclaimed dividend required to be transferred by the Company to theIEPF has been/ shall be transferred details whereof are provided on the Company'swebsite: www.titagarh.in.

Pursuant to the provisions of Section 124(6) of the Act read with the IEPF Rules allthe shares on which dividends remain unpaid or unclaimed for a period of seven consecutiveyears or more shall be transferred to the demat account of the IEPF Authority ('IEPFAccount') as notified by the Ministry of Corporate Affairs. In accordance with the saidprovisions the Company had executed and submitted the necessary documents for transfer of20598 equity shares of Rs. 2/- each to the IEPF account on 20th November2020 in respect of which dividend had not been claimed by the members for sevenconsecutive years or more as on the cut-off date i.e. 24th September 2020.The details of all shares transferred to the IEPF Account are uploaded on the Company'swebsite.

The Company has identified 191 shareholders holding 49259 equity shares in aggregatewho have not claimed their dividend consecutively since FY 2013-14 and therefore sharesheld by them are liable to be transferred to the IEPF Account on due date i.e. 9thOctober 2021. The Company had sent a communication to all concerned with informationregarding transfer of their shares and reminder for taking appropriate action for claimingthe dividend unclaimed on their shares and also published a Notice in the leadingNewspaper both in English and Vernacular language on 8th July 2021 which wasalso uploaded at the website of the Company and the Stock Exchanges. The details of suchshareholders are uploaded on the Company's website.

7. Transfer to Reserves

No amount is proposed to be transferred for the year under review to the generalreserves.

8. Risk Management Risks and Concerns

A Risk Management Policy to identify and assess the key risk areas monitor mitigationmeasures and report compliance has been adopted. Based on a review major elements ofrisks have been identified and are being monitored for effective and timely mitigation.

Risk management is an integral part of the Company's risk management policy adopted bythe Board with periodic review by the Audit Committee and the Board. A Risk ManagementCommittee has been constituted by the Board on 8th June 2021 the terms of reference ofwhich includes the review the risk management. Prudence and conservative dealing withrisks is at the core of risk management strategy being followed by the Company. The risksboth internal and external to which the Company is exposed to include macro-economicregulatory strategic financial operational value chain human resources etc. and eachof them is taken into consideration for development and maintaining of a robust mechanismfor mitigation which is evolving with time and circumstances within which the Companyoperates.

9. Subsidiary Companies and Joint Venture

A report containing the details required under Section 134 of the Companies Act 2013('the Act') read with Rule 8(1) of the Companies (Accounts) Rules 2014 in respect ofperformance and financial position for the financial year ended March 31 2021 ofsubsidiaries: Titagarh Singapore Pte. Ltd. Singapore; Titagarh Firema SpA Italy;Titagarh Bridges and International Private Limited and Joint Venture Company: TitagarhMermec Private Limited included in the Consolidated Financial Report (CFS) in the FormAOC-1 is annexed to this Report and marked as Annexure DR-1. The CFS is attached tothis Annual Report.

As reported hereinbefore two subsidiaries of the Company: Cimmco Limited and TitagarhCapital Private Limited have been amalgamated into the Company with effect from April 012019 being the Appointed Date.

The Company has acquired the shares held by Matiere SAS France ('Matiere')representing 50% of the paid-up share capital of Titagarh Bridges and InternationalPrivate Limited or 'TBIPL' (Formerly: Matiere Titagarh Bridges Private Limited). As aresult of the above the shareholding of the Company in TBIPL has changed from 50% to 100%and thus TBIPL has become a wholly-owned subsidiary of the Company w.e.f. 14thJuly 2020.

10. Copy of the Annual Return

Pursuant to the provisions of Section 92(3) of the Act the copy of the annual returnhas been uploaded on the website of the Companywww.titagarh.in(https://titagarh.in/report/annual-report) and the same can be viewed bythe members and stakeholders of the Company.

11. Number of Board Meetings

The Board of Directors met Six (6) times during the financial year 2020-21 as per thedetails provided in the Corporate Governance Report forming part of Annual Report.

12. Loans Guarantee and Investments

Particulars of loans guarantees and investments made by the Company pursuant to theSection 186 of the Act are furnished under notes to financial statements. The Company hasbeen informed that the said loan guarantee and security are proposed to be utilised byeach recipient for its general business/corporate purposes.

13. Significant and Material orders

There were no material/significant orders passed by any regulator tribunal impactingthe going concern status and the Company's operations in future.

14. Composition of Audit Committee

The Audit Committee constituted by the Board has Shri Atul Joshi as Chairman and ShriManoj Mohanka and Shri Sunirmal Talukdar as the members. Further details are provided inthe Corporate Governance Report.

During the year all recommendations made by the Audit Committee were accepted by theBoard.

15. Related Party Transactions

All Related Party Transactions (RPTs) are entered into by the Company pursuant tocompliance with the applicable laws and also in accordance with the policy adopted by theBoard. Audit Committee reviews and approves all the RPTs as stipulated by the SEBI (LODR)Regulations 2015 and based thereon final approval of the Board is obtained. Theparticulars of contracts or arrangements with related parties referred to in section188(1) of the Act and as mentioned in form AOC-2 of the Rules prescribed in the Companies(Accounts) Rules 2014 under the Act are annexed hereto and marked as Annexure DR-2.

16. Corporate Governance Report

The Company has complied with the corporate governance requirements under the Act andSEBI (LODR) Regulations 2015. A separate section on Corporate Governance under ListingRegulations along with a certificate from a Company Secretary in Practice confirmingcompliance is annexed to and forms part of the Annual Report.

17. Business Responsibility Report (BRR)

In compliance with Regulation 34(2)(f) of SEBI (LODR) Regulations 2015 the Companyhas included Business Responsibility Report as part of the Annual Report describinginitiatives taken by the Company from an environmental social and governance perspective.

The BRR for FY 2020-21 has been hosted on the Company's website which can be accessedat https://titagarh.in/report/ annual-report

18. Internal Control System

The Company has system of internal controls and necessary checks and balances so as toensure:

a. That its assets are safeguarded

b. that transactions are authorised recorded and reported properly; and

c. that the accounting records are properly maintained and its financial statements arereliable.

The Company has appointed external firm of Chartered Accountants to conduct internalaudit whose periodic reports are reviewed by the Audit Committee and management forbringing about desired improvement wherever necessary.

19. Vigil Mechanism

A fraud and corruption free environment as part of work culture of the Company is theobjective and with that in view a Vigil Mechanism Policy has been adopted by the Boardwhich is uploaded on the web site of the Company at www.titagarh.in. No complaint of thisnature has been received by the Audit Committee during the year under review.

20. Internal Complaints Committee

The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the further details of which are given in theCorporate Governance Report. No complaint was lodged with the Committee during thefinancial year 2020-21.

21. Directors and Key Managerial Personnel

Pursuant to the recommendations of the Nomination and Remuneration Committee (NRC) andsubject to the approval of the members of the Company at the 23rd AGM theBoard had on 22nd June 2020 and 13th August 2020 appointed Ms.Nayantara Palchoudhuri (DIN: 00581440) and Shri Krishan Kumar Jalan (DIN: 01767702) asAdditional Director (Category: Independent) respectively w.e.f. the date of passing ofsuch resolution to hold office for a term of 5 years. The shareholders at their AnnualGeneral Meeting held on 30th December 2020 passed the necessary resolutionsfor their appointment.

Pursuant to the recommendations of the Nomination and Remuneration Committee (NRC) andsubject to the approval of the members of the Company at the ensuing AGM the Board had on1st January 2021 appointed Shri Sushil Kumar Roongta (DIN: 00309302) as AdditionalDirector (Category: Independent) to hold office for a term of 5 years and Shri PrithishChowdhary (DIN: 08509158) as Additional Director (Category: Non-Executive) w.e.f. thedate of passing of such resolution.

Pursuant to the recommendation of the NRC and review by the Audit Committee the Boardat its meeting held on 10th August 2021 subject to approval of theshareholders at the ensuing AGM reappointed Shri Jagdish Prasad Chowdhary (DIN: 00313685)as the Chairman & Managing Director (designated as 'Executive Chairman') of theCompany for five years w.e.f. 8th January 2022.

The Board has recommended necessary resolutions at the ensuing 24th AGM forthe appointment of Shri Sushil Kumar Roongta as Independent Director and Shri PrithishChowdhary as Non-Executive Director and the reappointment of Shri J.P. Chowdhary as theChairman and Managing Director (designated as 'Executive Chairman') of the Company.

Shri Sudipta Mukherjee wholetime director retires by rotation at the ensuing AGMpursuant to the provisions of Section 152 of the Act and is eligible for re-appointment.

The information prescribed by SEBI (LODR) Regulations 2015 in respect of the abovenamed Directors is given in the Notice of Twenty Fourth Annual General Meeting.

During the year under review Shri Ramsebak Bandyopadhyay Independent Directorresigned from the Board of the Company with effect from 4th May 2020 due to his personalreasons. He has confirmed that there were no other material reasons for his resignationother than the one stated above.

Pursuant to the retirement of Shri Dinesh Arya Company Secretary upon attainingsuperannuation w.e.f. the end of business hours on 27th February 2021 Shri Sumit Jaiswalhas been appointed as the Company Secretary and Compliance Officer of the Company w.e.f.28th February 2021.

During the year under review there was no change in the Key Managerial Personnel ofthe Company except the aforesaid retirement/appointment of Company Secretary of theCompany.

22. Evaluation of the Board's performance Committee and Individual Directors

In compliance with the Act and SEBI (LODR) Regulations 2015 the performanceevaluation of the Board Committees and Individual Directors was carried out during the FY2020-21 as per the details set out in Corporate Governance Report.

23. Declaration by Independent Directors

Declarations pursuant to the Sections 164 and 149(6) of the Act and SEBI (LODR)Regulations 2015 and affirmation of compliance with the Code of Conduct as well as theCode for Regulation of Insider Trading adopted by the Board by all the IndependentDirectors of the Company have been made. In the opinion of the Board the IndependentDirectors hold highest standard of integrity and possess the requisite qualificationsexperience expertise and proficiency.

24. Remuneration Policy and remuneration

A policy approved by the Nomination and Remuneration Committee and adopted by the Boardis practiced by the Company on remuneration of Directors and Senior Management Employeesas per the details set out in the Corporate Governance Report.

25. Directors' Responsibility Statement

The Directors state that:

• Appropriate Accounting Standards as are applicable to the Annual Statement ofAccounts for the financial year ended March 31 2021 had been followed in preparation ofthe said accounts and there were no material departures therefrom requiring anyexplanation;

• The directors had selected and followed the accounting policies as described inthe Notes on Accounts and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give true and fair view of the state of affairs of theCompany at the end of financial year and of the profit of the Company for that period;

• The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

• The directors had prepared the Annual Accounts on a going concern basis; and

• The directors had laid down internal financial controls (IFC) to be followed bythe Company and that such IFC are adequate and operating effectively.

• The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

26. Statutory Auditors

Price Waterhouse & Co Chartered Accountants LLP Chartered Accountants (FRN304026E/E-300009) were appointed as Statutory Auditors of the Company at the 20thAGM until the conclusion of 25th AGM subject to ratification of theirappointment at the AGM every year. In view of the amendment under the provisions ofsection 139 of the Companies Act 2013 the members passed a resolution in the 21stAnnual General Meeting held on 29th September 2018 to dispense away therequirement of ratification of appointment.

The Auditors' Report on the standalone financial statement for the year ended 31stMarch 2021 does not contain any qualification reservation or adverse remark.

27. Consolidated Financial Statements

In accordance with IND-AS 24 issued by the Institute of Chartered Accountants of Indiaconsolidated financial accounts prepared on the basis of financial statements receivedfrom subsidiary companies as approved by their respective Boards form part of this Report& Accounts.

The Auditors' Report on the consolidated financial statement for the year ended 31stMarch 2021 does not contain any qualification reservation or adverse remark and asregards an emphasis of matter in their Report wherein they referred to the communicationregarding the going concern status of TFA from its Auditors their opinion is not modifiedin respect of the same.

28. Cost Auditors

M R Vyas & Associates Cost Accountants have been reappointed as Cost Auditors toconduct cost audit of the accounts maintained by the Company in respect of the productsmanufactured by the Company for the Financial Year 2020-21 subject to ratification oftheir remuneration by the shareholders in accordance with the provisions of Section 148 ofthe Act and the Companies (Cost Records and Audit) Rules 2014. The Cost Audit Report forthe financial year ended 31st March 2021 would be filed as stipulated by theapplicable provisions of law. The Company is making and maintaining the accounts and costrecords as specified by the Central Government under the provisions of Section 148(1) ofthe Act.

29. Secretarial Auditor

Secretarial Audit has been conducted by Sumantra Sinha Practicing Company Secretaryappointed by the Board and their report is annexed hereto and marked as Annexure DR-3.The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

30. Deposits

The Company did not accept any deposits covered under Chapter V of the Companies Act2013 during the financial year ended March 31 2021.

31. Particulars of Remuneration of Directors/KMP/Employees

Disclosure pertaining to Remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 (the Rules) is annexed and marked as Annexure DR-4.The information pursuant to Rules 5(2) and 5(3) of the Rules not annexed to this Reportis readily available for inspection by the members at the Company's Registered Officebetween 10.30 A.M. to 1 P.M. on all working days upto the date of ensuing AGM. Should anymember be interested in obtaining a copy including through email (corp@titagarh.in) maywrite to the Company Secretary at the Company's Registered office.

Human Resources

A. Empowering the employees

The Company considers its organizational structure to be evolving consistently overtime while continuing with its efforts to follow good HR practices. Adequate efforts ofthe staff and management personnel are directed on imparting continuous training toimprove the management practices.

B. Industrial Relations

Industrial relations at all sites of the Company remained cordial.

C. No. of Employees:

Manpower employed as at March 31 2021 was 453.

32. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

A statement pursuant to Section 134(3)(m)of the Act read with Rule 8 of the Companies(Accounts) Rules 2014 on conservation of energy technology absorption foreign exchangeearnings and outgo is annexed to and marked as Annexure DR-5.

33. Corporate Social Responsibility

A report on Corporate Social Responsibility (CSR) activities undertaken during thefinancial year ended March 31 2021 pursuant to the provisions of Section 135 of the Actand rules made thereunder is annexed to this Board's Report and marked as Annexure DR-6.

Apart from the above the Company makes inter alia donations to the charitableinstitutions directly and through philanthropic organisations engaged in providingmedical education and other reliefs to the economically weaker sections of the society.Industrial Training Institute (the "ITI") set up on the Company's land atTitagarh plant situated in Barrackpore North 24 Parganas under Private Public Partnership(PPP) is yet another area. The ITI with access to the requisite infrastructure provided bythe Company imparts hands-on training to the local people. A large number of students invarious batches have passed and significant number of them are engaged in various jobs inthe industry The ITI has been recognised by the State Government as one of the best in thecountry and it caters to the requirement of skilled workmen by industrial units.

34. Listing

The Company's Equity Shares are listed at the BSE Limited (BSE) and The National StockExchange of India Limited (NSE). The listing fees for the financial year ending on March31 2022 have been duly paid.

35. Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India and approved by the Central Government underSection 118 (10) of the Act.

36. Forward Looking Statement

The statements in this report describing the Company's policy strategy projectionsestimation and expectations may appear forward looking statements within the meaning ofapplicable securities laws or regulations. These statements are based on certainassumptions and expectations of future events and the actual results could materiallydiffer from those expressly mentioned in this Report or implied for various factorsincluding those mentioned in the paragraph "Risks and Concerns" herein above andsubsequent developments information or events.

37. Acknowledgement

The Directors place on record their appreciation of the cooperation and supportextended by the Government Banks/Financial Institutions and all other business partnersand the services rendered by the employees.

For and on behalf of the Board
Kolkata J P Chowdhary
August 10 2021 Executive Chairman

.