The Directors present the 73rd Annual Report, together with the audited accounts of the Company for the financial year ended March 31,2018.

Financial Results

The performance of your Company during the financial year ended the 31st March, 2018was as follows.

(Rs. in lacs)

Company’s Performance and Outlook

Turnover of your Company for the financial year ended March 31, 2018 though improved marginally, EBITA declined by about 11% mainly due to higher input costs and the exceptional item amounting to Rs.614.12 lakhs towards impairment of Plant & Machinery and Intangible assets of the Tractor business acquired through merger ofa fellow subsidiary, added to the loss for theyear under review. Wagons procurement order from Indian Railways (IR), the largest customer, was received in the end of December, 2017, however the production could commence in the first quarter ofthe current financial year after completion ofcertain formalities.

Titagarh Agrico Private Limited, a fellow subsidiary has since been merged with your Company pursuant to sanction of the Scheme of Amalgamation by the Hon’ble National Company LawTribunal (NCLT) w.e.f. April 01, 2016and became effective from November 14, 2017. Post the said merger, Tractors vertical has been added to your Company’s business portfolio.

Your Company continues to adhere to the policyofmore efficient utilization of resources and cost optimization, particularly keeping the finance cost under sharp focus, and also pursuing the orders for other products which can be advantageously combined and manufactured at the existing facilities.

With the contract for 1191 Wagons being procured by the Indian Railways (IR) under execution, order book of your Company is healthy and anticipation of further order from IR who has announced its plan to procure 22000 Wagons, as well as aggressive pursuit of orders from private sector during the current year, the outlook for the current year is reasonably optimistic.

Dependence on the Indian Railways

The Company is engaged in the business of manufacturing wagons which is entirely dependent upon the policies of Indian Railways and any change in the policies whether positive or negative directly impacts the business ofthe Company.

Increase in the cost of raw materials and other inputs

The major raw materials required by the Company include steel, specialized components including bogies, coupler sets, air brakes etc. which are exposed to volatility in prices and availability in required specifications.

Risk of performance guarantee, product warranty and liquidated damages

The contracts involve performance guarantee based on contract value and warranty periods within which ifanydefect is detected in the products, the Company may have to incur expenditure for correcting the defects or even replacing the products. Delay in scheduled delivery may attract liquidated damages in the range of 5-10%.

Subsidiary Companies

There is no subsidiary ofyour Company.

Extract ofAnnual Return

The details forming part of the extract of the annual return in the Form MGT-9 are annexed and marked as Annexure DR-1 and also available on the website of the Company at www.cimmco.in/ investors.php.

Number of Board Meetings

The Board of Directors met six (6) times during the financial year ended 31st March, 2018 as per the details provided in the Corporate Governance Report forming part ofthe Annual Report.

Loans, Guarantees and Investments

Particulars of loans, guarantees and investments made by the Company pursuant to the Section 186 ofthe Act are furnished under notes to financial statements.

Significant and material orders

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

Composition ofAudit Committee

The Board has constituted the Audit Committee comprising Shri J K Shukla as the Chairman, Shri Anil Kumar Agarwal, Shri KS B Sanyal and Shri Nandan Bhattacharya as the members and the details are provided in the Corporate Governance Report annexed hereto.

Related Party Transactions

All Related Party Transactions (RPTs) areentered in compliance with the applicable provisions ofthe Companies Act, 2013 and also in accordance with the policy on the subject adopted by the Board. Audit Committee reviews and approves all the RPTs as stipulated by the Listing Regulations and based thereon final approval ofthe Board is obtained. RPTs as approved by the Board during the financial year 2018 are furnished in the form AOC-2 annexed hereto and marked as Annexure DR-2.

Changes in Share Capital

Pursuant to amalgamation of Titagarh Agrico Private Limited with the Company w.e.f. 14th November, 2017, the authorised share capital ofthe Company was increased from Rs. 75 crores to Rs. 111 crores and the paid up capital of the Company was increased from Rs. 20,14,85,260 to Rs. 27,34,85,260 divided into 2,73,48,526 shares of Rs. 10 each due to allotment of 72,00,000 shares to Titagarh Wagons Limited. Consequent upon such allotment, the total shareholding ofthe promoters has increased to 81.41% from 74.93%. As stipulated by BSE and NSE and permitted by the SEBI, the shareholding of promoters’will be reduced below the limit prescribed by the applicable Regulations of the SEBI.

Corporate Governance Report

The Company has complied with the corporate governance requirements under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on corporate governance under Listing Regulations along with a certificate from a Company Secretary in practice confirming the compliance, is annexed to and forms part ofthe Annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report forms part ofthe Directors’ Report in compliance ofthe Regulation 34 ofSEBI (LODR) Regulations, 2015.

Internal Control System

The Company has system of internal controls and necessary checks and balances which are being strengthened so as to ensure

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 are reliable.

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

Vigil Mechanism

A fraud free and corruption free environment as part of work culture ofthe Company cannot be over emphasized and with that objective a Vigil Mechanism policy has been adopted by the Board and is uploaded on the web site ofthe Company at www.cimmco.in. No complaint of this nature was received by the Audit Committee during the year.

Internal Complaints Committee

As per the requirement of Section 4 ofThe Sexual Harassment of Women At Workplace (Prevention, Prohibition and Redressal) Act, 2013 an Internal Complaints Committee has been formed by the Company, the details of which are given in the Corporate Governance Report. No complaint has been lodged with the Committee during the year.

Directors and Key Mangerial Personnel Retirement by rotation

Smt. Vinita Bajoria, Non-Executive Director retires by rotation pursuant to the provisions of Section 152 of the Act and is eligible for reappointment.

Re-appointment

The term ofShri J KShukla, Shi G B Rao,Shri KSB Sanyal and Shri M J Z Mowla as Independent Directors will end on 31st March, 2019. Pursuant to the decision of Nomination & Remuneration Committee, the Board at its meeting held on 10th August, 2018 has recommended for approval ofthe shareholders the reappointment of the aforesaid directors for fiveyears upto 31st March, 2024.

Shri Vineet Mohta was appointed as Chief Financial Officer ofthe Company w.e.f. 14th February, 2018 in placeofShri Lokesh Agarwal who resigned w.e.f. the said date.

Evaluation of the Board’s performance, Committee and Individual Directors

In compliance with the Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board, Committees and Individual Directors was carried out during the year under review as per the details given in Corporate Governance Report.

Declaration by Independent Directors

Declarations pursuant to the Sections 164 and 149(6) of the Act and Listing Regulations and affirmation of compliance with theCode of Conduct as well as the Code for Regulation of InsiderTrading adopted by the Board, by all the Independent Directors of the Company have been made.

Remuneration Policyand remuneration

A policy approved by the Nomination and Remuneration Committee and the Board is followed by the Company on remuneration of Directors and Senior Management Employees, as per the details provided in the Corporate Governance Report.

Particulars of Remuneration of Directors/KMP/Employees

Thedisclosurestipulated by Section 197(12) ofthe CompaniesAct, 2013 read with Rules 5(2) and 5(3) oftheCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed. Disclosure pertaining to Remuneration and other details as required under Section 197 (12) ofthe Act read with Rule 5(1) oftheCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and marked as Annexure DR-3.

Directors’ Responsibility Statement

The Directors state that:

- Appropriate Accounting Standards as are applicable to the Annual Statement of Accounts for the financial year ended March 31,2018 have been followed in preparation ofthe said accounts and there were no material departures therefrom requiring any explanation;

- The Directors have selected and followed the accounting policies as described in the Notes on Accounts and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs ofthe Company at the end of financial year and of the profit and loss statement of the Company for that period;

- Proper and sufficient care has been taken for maintaining adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;

- The Annual Accounts have been prepared on a going concern basis; and

- The Directors have laid down Internal Financial Controls (IFC) to be followed by theCompany and thatsuch IFC areadequate and operating effectively.

- The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Statutory Auditors

Price Waterhouse & Co, Chartered Accountants, LLP, Statutory Auditors ofthe Company were appointed at the 72nd Annual General Meeting (AGM) to hold officefor a period offiveyears until theconclusion of 77th AGM.

Pursuant to Section 40 ofthe Companies (Ammendment) Act, 2017 notified w.e.f. 7th May, 2018 the Company has proposed to dispense away with the requirement of ratification of appointment of Price Waterhouse & Co. Chartered Accountants, LLP as the Statutory Auditors ofthe Company.

As regards qualified opinion expressed by the Auditors, the matter of receivables is pending adjudication before the Hon’ble High Court, Delhi and the next hearing is scheduled shortly. The Company being convinced of the merits of the case, is hopeful of recovering the amount.

The Note No. 41 is self explanatory regarding the compliance of matters opted in the Auditor’s Report and the effect of amalgamation of Titagarh Agrico Private Limited has been given with Appointed Date being 01.04.2016 pursuant to the order dated 16th October, 2017 of the Hon’ble High Court, Calcutta considering the scheme of amalgamation.

Cost Auditors

M.R. Vyas & Associates, Cost Accountants have been appointed as Cost Auditors to conduct cost audit ofthe accounts maintained by the Company in respect ofthe products manufactured by the Company, for the Financial Year 2018-19 subject to ratification of their remuneration by the shareholders in accordance with the provisions ofSection 148 oftheCompanies Act, 2013and theCompanies (Cost Records and Audit) Rules, 2014.The Cost Audit Report for the previous financial yearended 31st March, 2017has been filed asstipulated by the applicable provisions of law.The Company maintains the accounts and cost records as specified by the Central Government under the provisions of Section 148(1)ofthe Act.

Secretarial Auditor

Secretarial Audit has been conducted by Sumantra Sinha & Associates, Practicing Company Secretaries appointed by the Board and their report is annexed hereto and marked as Annexure DR-4.

Deposits

The Company did not accept any deposits during the financial year ended March 31, 2018 in terms of the Companies (Acceptance of Deposits) Rules, 2014.

Personnel/Human Resources

A. Empowering the employees

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

B. Industrial Relations

Industrial relations at all sites ofthe Company remained cordial.

C. No. of Employees:

Manpower employed as at March 31,2018was 155.

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 ofthe Companies (Accounts) Rules, 2014 on conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed to and marked as Annexure DR-5.

Listing with Stock Exchanges

The equity shares ofthe Company are listed at The National Stock Exchange of India Limited (NSE), BSE Limited and Listing fees for the financial year ending the 31st March, 2019 have been duly paid. Whereas the Delhi Stock Exchange Limited (DSE), and the Madhya Pradesh Stock Exchange Limited (MPSE) have been de-recognised, the Company has made an application for voluntary delisting from TheCalcutta Stock Exchange Limited (CSE) which is under process.

Discussion on Financial Performance with respect to Operational Performance

To mitigate the risk factors referred to hereinabove impacting the operations, better manufacturing processes, improved productivity and focus on optimization of resource deployment are undertaken for a reasonable performance, viewed in the backdropofthetrends witnessed in the industries in which the Company operates.

Corporate Social Responsibility

Your Company continues its endeavours to contribute suitably to the society by being involved in a series of Community Welfare Programs, directly or through philanthropic organizations. Bharatpur plant is located close to the Bharatpur Bird Sanctuary amidst vast green area and all care is taken to preserve the environment to allow the nature’s expanse to remain green and grow healthily. Compliancewith Secretarial Standards

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

Forward Looking Statement

The statements in this report describing the Company’s policy, strategy, projections, estimation and expectations may appear forward looking statements within the meaning of applicable securities laws or regulations. These statements are based on certain assumptions and expectations of future events and the actual results could materially differ from those expressly mentioned in this Report or implied for various factors including those mentioned in the paragraph “Risks and Concerns” herein above and subsequent developments, information or events.

Acknowledgements

Your Directors wish to place on record their appreciation for the cooperation and support ofthe Banks and Governments of Rajasthan, Madhya Pradesh and Delhi, local administration (West Bengal)/other Government Departments; for contribution ofthe employees ofthe Company and all other stakeholders.

On behalf of the Board

Kolkata J.P. Chowdhary

August 10,2018 Executive Chairman