1 Corporate Information

Cimmco Limited (the ‘Company’) is a public limited company incorporated and domiciled in India. The registered office of the Company is located at 756, Anadapur, EM-Bypass, Kolkata - 700107 and has its manufacturing facility located at Mal Godown Road, Bharatpur-321001, Rajasthan. The equity shares of the Company are listed on the BSE Limited, the National Stock Exchange of India Limited and the Calcutta Stock Exchange Limited.

The Company is mainly engaged in the manufacturing and selling of freight wagons, engineering goods and tractors. The Company primarily caters to the domestic market.

Thefinancial statements were approved and authorised for issue in accordance with the resolution of the Company’s Board of Directors on May 29,2018.

Significant Increase/(Decrease) in circle rate of land will result in significant higher/(lower) fairvaluation of properties.

The significant unobservable inputs used in thefairvalue measurement categorised within Level 3 ofthe fairvalue hierarchy together with a quantitative sensitivity analysis as at March 31,2018and March 31,2017 are as shown below:

a) Claims Receivable represents lease rent receivablefrom Indian Railways amounting to Rs 854.81 Lacs (March 31,2017: Rs 854.81 Lacs), net of expected credit loss amounting to Rs. 3,097.53 Lacs (March 31, 2017 : Rs. 3,097.53 Lacs), measured and recognised based on the management’s estimate of time for final outcome ofthe matter in Court/Arbitration proceedings. The said matter was under arbitration proceedings since 2004 and finally, the Arbitrators, passed an award on February 3, 2016 whereby the Company’s claims were rejected. Being aggrieved by the award, the Company filed an appeal under Section 34 of the Arbitration & Conciliation Act, 1996 (as amended) before the Hon’ble High Court, Delhi on April 29,2016 and the hearing in the matter is expected to take place shortly. Considering the merit ofthe case, the management is hopeful to recoverthis claim in full.

c) Terms and Rights attached to Equity Shares

The Company has only one class of equity shares having 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 ofthe shareholders in the ensuing Annual General Meeting.

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

d) Terms of NCNCRPS

Forterms and conditions, refer Note 14(a)

a) Terms of NCNCRPS

The Company had issued 400.00 Lacs of 8% NCNCRPS of Rs. 10 each fully paid-up at par during the year ended March 31, 2015 to related parties (Refer Note 32). NCNCRPS carry non cumulative dividend @ 8% p.a. Each holderof NCNCRPS is entitled to onevote per share only on the resolutions placed atgeneral meetings which directly affect the rights attached to NCNCRPS. 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.

NCNCRPS are redeemable at parwithin 5 years from thedate of issue i.e. Rs 2,500.00 lacs by June 27,2019and Rs 1,500.00 lacs byJuly 7,2019. The presentation ofthe liability and equity portion ofthese shares is explained in Note 2.13.

b) Terms of Repayment of Secured Loans:

i) Term Loan of Rs. 1,994.05 Lacs (March 31,2017: Rs. 3,120.90 lacs) carries an interest @ 10.60% p.a (March 31, 2017 @ 11.10%) (Base spread of 1.75%) and is repayable in 14 quarterly installments ofRs. 285.71 lacs each starting from September 2016 to December 2019.

The above term loan is secured by a first pari passu charge on land admeasuring 18.75 acres situated at Gwaliorand alsofirst pari passu charge over the other fixed assets (including land admeasuring 470 Bigha 1 Biswa at Bharatpur, Rajasthan) of the Company. The loan is further backed by a “Put Option” ofTitagarh Wagons Limited(TWL), the holding company. In terms of the said put option, upon occurrence of any event of default as per the terms of the facility agreement, bank shall have the right to call upon TWL to pay the entire outstanding within such time as may be prescribed.

ii) Term Loan of Rs. 6,194.65 lacs (March 31, 2017: Rs. Nil) carries an interest @ 9.05% p.a (March 31, 2017: Nil) linked to 1 year MCLR and is repayable in 14quarterly installments starting from December 2019to September 2024.

There are certain financial covenants as per the terms ofthe loan agreement which have not been met as at March 31,2018. However, the Company has been regular and timely in payment of interest. The management believes that it is not a material breach and the loan will continueto be on the same repaymentterms and conditions as agreed atthe time ofdisbursement. The Company has till date also not received any notice in this regard from the bank. Accordingly the year end loan amount has been classified as non-current in accordance with the terms agreed at the time ofdisbursement.

Above term loan is secured by a first pari-passu charge by way of mortgage upon all fixed assets including land and building, plant and machinery and other movable/immovable assets at Company’s Bharatpur Plant. The loan is further secured by the second charge on all current assets ofthe Company and unconditional and irrevocable corporate guarantee ofTitagarh Wagons Limited, in relation to the entire amount payable under the facility.

c) Cash Credits from Banks are secured by first pari passu charge over all current assets, both present and future and also by a second pari passu charge over the entirefixed assets ofthe Company (excluding land at Gwalior). The cash credit is repayable on demand and carry an interest rate ranging between 9.50% to 14% p.a linked with MCLR.

d) Terms of Repayment of Unsecured Loans:

Loan from Related Party carries interest rate of 11% p.a.( March 31,2017:15% p.a.) and is repayable on demand. Also refer Note 32.

Deferred Tax Liabilities have been recognised on the impact of fairvaluation of land. Impact on account ofchange in tax base ofsaid land and tax rates is taken to tax expenses in statement of Profit and loss. Further in absence of reasonable certainty supported with convincing evidence, the Company has not recognised the deferred tax assets on unabsorbed depreciation, carried forward business losses (expiring from the financial year 2018-19 to 2024-25) and other items (except to the extent of deferred tax liabilities arising out of temporary differences in depreciable assets).

Sale of Products include Excise Duty collected from customers amounting to Rs. 138.26 Lacs (March 31,2017: Rs. 428.78 Lacs). Post applicability of Goods and Service Tax (GST) w.e.f July 1, 2017, revenue from operations is disclosed net of GST. However, revenue for the period up to June 30,2017 is inclusive of excise duty. Accordingly, revenue from operations and total expenses for theyear ended March 31,2018 are not comparable with the previous year.

(a) Represents pending legal dispute with a subcontractor relating to its dues amounting to Rs 2,525.85 lacs (including interest ofRs 1,721.63 lacs) on which an arbitration award passed against the Company and was appealed against by the Company. During the previous year, a settlement agreement was entered into with the said party pursuant to which an amount of Rs. 325.00 Lacs was paid as full and final settlement ofall its dues.

(b) Represents Sales Tax liability paid during the previous year under the amnesty scheme of Government of Rajasthan for the years relating to pre lock out period.

2. EMPLOYMENTBENEFITS

i) Post Employment Defined Benefit Plan

The Company has a defined benefit gratuity plan which is unfunded. 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.

Thefollowing table sets forth the particulars in respect ofthe gratuity plan ofthe Company:

iii) Leave Benefits

The Company provides for accumulation of leave by its employees. The employees can carry forward a portion of the unutilised leave balances and utilise it in future periods or receive cash in lieu thereof as per the Company’s policy. The Company records a provision for leave benefits in the period in which the employee renders the services that increases this entitlement. This is an unfunded plan.

The total provision recorded by the Company towards this obligation as atyear end was Rs. 25.98 Lacs (March 31,2017: Rs 22.00 Lacs). The amount of the provision is presented as current, since the Company does not have an unconditional right to defer settlement for any of these benefits. However, based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months.Thefollowing amounts reflect leave that is not expected to be taken or paid within the next 12 months.

iv) Risk Exposure

Through its defined benefit plans, the Company is exposed to some risks, the most significant ofwhich are detailed below:

Discount Rate Risk

The Company is exposed to the risk of fall in discount rate. A fall in discount rate will eventually increase the ultimate cost of providing the above benefit thereby increasing thevalue of the liability.

Salary Growth Risk

The presentvalue ofthe defined benefit plan liability is calculated by reference to the future salaries ofplan participants. An increase in the salary oftheplan participants will increasetheplan liability.

Demographic Risk

In thevaluation ofthe liability, certain demographic (mortality and attrition rates) assumptions are made. The Company is exposed to this riskto the extentof actual experience eventually being worse compared to the assumptions thereby causing an increase in the benefitcost.

3. LEASES

The Company does not have any non-cancellable lease agreement. Operating lease rentals on machineries for the year recognised in the Statement of Profit and Loss amounts to Rs. 2.22 Lacs (March 31,2017 - Rs. 4.72 Lacs). There are no restrictions imposed by lease arrangements and there are no purchase options or sub leases or contingent rents.

4. RELATEDPARTYDISCLOSURES

(A) Names of related parties and Related Party relationship Related parties where control exists:

Holding Company : Titagarh Wagons Limited

Other Related Partieswithwhom transactions have taken placeduring theyear

FellowSubsidairies : TitagarhCapitalPrivateLimited

[Excluding Titagarh Agrico Private Limited [merged with the Company pursuant to the Scheme of Amalgamation (Refer Note41)]

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

Mr. Umesh Chowdhary-Vice Chairman Mr. R N Tiwari, Director (Works)

Mr. Anil Kumar Agarwal - Whole time Director (w.e.f. January 1,2017),

Non-Executive Director (till December 31,2016)

Dr G.B. Rao - Independent Director Mr. J.K.Shukla - Independent Director Mr. Kanwar Satya Brata Sanyal - Independent Director Mr. Matblubul Jamil Zillay Mowla - Independent Director Mr. Nandan Bhattacharya - Independent Director Mrs. Vinita Bajoria - Non-Executive Director KMPofHoldingCompany : Mr. D.N.Davar

(Titagarh Wagons Limited)

(C) The Company has obtained a loan from ICICI bank in earlier years for Rs. 4,000 Lacs which is backed by a “Put Option” ofTitagarh Wagons Limited(TWL). In terms ofthe said put option, upon occurrence of any event ofdefault 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. The Outstanding balance ofthe said loan as on March 31,2018 is Rs. 1,994.05 lacs (March 31,2017: Rs. 3,120.90 lacs). Also Refer Note 14 (b)(i).

The Company has obtained a loan from IndusInd Bankof Rs. 6,500 Lacs during the currentyear which is inter-alia secured by unconditional and irrevocable corporate guarantee of TWL. The Outstanding balance ofthe said loan as on March 31,2018 is Rs. 6,194.65 lacs (March 31, 2017: Nil). Also Refer Note 14(b)(ii)

(D) Terms and conditions of transactions with related parties

The sales / services to and purchases from related parties are made in the ordinary course of business.

Outstanding balances at the year-end are unsecured and interest free (except loans taken) and settlement occurs in cash. The Company has not recorded any impairment of receivables relating to amounts owed by related parties.

(E) The remuneration to Key Management Personnel does not include provisions madefor gratuity and leave benefits as they are determined on an actuarial basis for the Company as a whole.

(F) Refer Note 34 (c) for certain claims relating to a fellow subsidiary.

* Includes Rs 1,360.45 Lacs (March 31, 2017: Rs 1,292.95 Lacs) which in terms of BIFR order, even if decided against the Company, would stand at Rs 136.04 Lacs (March 31,2017:Rs 129.29 Lacs) only.

In respect of above cases, based on favourable decisions in similar cases/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 there against has been made in the financial statements.

(B) The Company had in earlieryears (priorto lockout and take-over ofthe Company), obtained certain advance licenses for making dutyfree import of inputs subject to fulfilment of export obligation (EO) within the specified time limit from the date of issuance of such licenses. Due to the closure ofthe factory and cancellation ofthe export orders, the Company could not fulfil the entire exportobligation within the permitted time limit. Subsequently, the Company was referred to the Board for Industrial and Financial Reconstruction (“BIFR”) vide case No. 372/2000 dated November 27, 2000 wherein a rehabilitation package was sanctioned by the BIFR on March 31,2010. Pursuant to the rehabilitation scheme, theCompany made an application to the Policy Relaxation Committee (PRC) ofthe Departmentof Foreign Tradefor extension ofthe EO by further 8 years.The Zonal Director General of Foreign Trade (DGFT) vide its letter dated December 21, 2010 had extended the EO period upto March 31, 2016. Based on the details available with the Company regarding the imports made prior to the lock out and as per its best estimates, the Company had made necessary payments to the tune of Rs 85.00 lacs for the unfulfilled export obligation and for the balance licenses a liability of Rs 11.00 lacs has been made in the books in the previous year. However, in absence of complete list of licenses along with the imports made against each license, the amount of contingent liability towards custom duty saved on unfulfilled export obligations and penal interest ifany, is presently unascertainable.

(C) TheCompany had given 687 wagons to Indian Railways on sub-lease till October 2007 and as per the agreement the sub-lease was renewable at the consentofthe Indian Railway on an annual basis. Postthe expiry ofthe original sub-lease term, Indian Railways continued to use the wagons without renewing the sub-lease arrangement. In year ended March 31,2017 the Company had received a demand of Rs. 1,234.20 Lacs from Titagarh Capital Pvt. Ltd. (TCPL), the lessor ofthese wagons for the period October 2007 to March 2014. Titagarh Capital Pvt. Ltd. has pursued the matter in the Honourable High Court of Calcutta and the Honourable Court in an interim measure directed the Indian Railway to set apart the lease rentals for the above period, at the last paid rate of rent, in a fixed deposit account till the matter is finally decided. Being aggrieved by the Order, Indian Railways preferred to file a Special Leave to Petition before the Hon’ble Supreme Court of India and the Hon’ble Supreme Court, with the consent of the parties vide its order dated September 17, 2015, disposed of the SLP by referring all the disputes relating to 687 BOXN Wagons and 200 BCNA Wagons, total 887 Wagons, to the sole Arbitration of Hon’ble Mr. Justice (Retd.) S.S.Nijjar. In view of ultimate claim against the Indian Railways, TCPL and the Company jointly filed claims aggregating Rs. 2,582.32 Lacs (March 31,2017 : Rs. 2,582.32 Lacs) before the Ld. Sole Arbitrator and have also sought payment by Indian Railways ofthe user charges for the 687 BOXN Wagons and 200 BCNA Wagons for the period after the expiry of the primary lease period till the date of realisation along with interest at the rate of22% per annum fordelayed payment of user charges for the 687 BOXN Wagons and 200 BCNA Wagons till the date of realisation and also a direction on Railways to return possession of the 687 BOXN Wagons and 200 BCNA Wagons and order of injunction restraining the Indian Railways from using the Wagons. Indian Railways have filed their counter claim seeking to acquire ownership and title ofthe wagons at the residual value of 1% of the cost of acquisition. In the arbitration proceedings, the pleadings have been completed at the hearing on April 25, 2017 and next date for final arguments is yet to be fixed. During the legal proceedings before the various forum, Indian Railways had specifically admitted to their willingness to make payment of the lease rentals for the secondary lease period. As on March 31, 2018, the amount of claim before the Sole Arbitrator works out to Rs. 1,669.85 Lacs (March 31, 2017 : Rs. 1,499.54 Lacs) on account ofsecondary lease rental for887 wagons and Rs. 2,482.83 Lacs (March 31,2017 : Rs. 1,974.21 Lacs) on amount of interest computed @ 22% per annum as per terms ofthe Agreement. The realisable value of887 wagons (based on independent Valuer) as at March 31, 2018works out to Rs. 4,664.94 Lacs (March 31, 2017 : Rs. 2,336.35 Lacs). The Company has not provided forthis claim since it has a back-to-back claim for the sub-lease on Indian Railways.

(D) SBI Caps has raised an invoice ofRs 1,128.95 lacs on the Company on account ofdisallowance ofdepreciation by the income tax authorities on the wagons leased by SBI Caps to Cimmco which in turn has been sub leased by the Company to Indian Railways. The same pertains to the assessmentyear1998-99 to 2004-05 (period prior to change ofmanagement in terms ofthe BIFR order) and the matter is pending with ITAT Mumbai. As per the separate lease agreements entered between SBI CAPS, Cimmco Limited and Indian Railways, any claims, charges, duties taxes and penalties as may be levied by the Government or any other authority pertaining to leased wagons shall be borne by the Indian Railways. Considering the above terms contained in the above agreements and also favorable ITAT judgements regarding the admissibility ofthe depreciation on the leased assets the Company believes that there would not be any liability that would crystalise on account of the above.

(E) A third party (MITS) had preferred an appeal before the Hon’ble Supreme Court (SC) against the order passed in favour ofthe Company by the Hon’ble Division Bench of High Court, M.P. setting aside the order ofthe State Government Department’s office by which purported allotment was sought to be made to MITS of Leasehold / Freehold land of the Company at Gwalior measuring 20 bighas 8 biswa, which is valued at Rs 2,345.81 lacs. The Hon’ble SC has since disposed ofthe said appeal by an order dated February 19,2018, stating inter alia therein that it will be open to the State of M.P. to pass an appropriate order in accordance with law, without being influenced by any observation in the impugned order in the matter, within two months after hearing the parties. The State ofM.P. has not issued any notice in the matter. Accordingly the purported dispute against the Company’s said land stands dismissed.

(F) In respect of above Contingent Liabilities, it is not practicable for the Company to estimate the timings of cash outflows, if any, pending resolution ofthe respective proceedings. The Company does not expect any reimbursements in respect ofthe above.

5. SEGMENTINFORMATION

Consequent to amalgamation withTitagarh Agrico Private Limited (Refer Note 41), the Company’s Board of Directors have identified two reportable segments, as under:

a) Wagons & Engineering Products - Consists ofmanufacturing ofwagons and engineering products.

b) Tractors - Consists of manufacturing of tractors.

Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements. Also, the Company’s borrowings (including finance costs), income taxes and investments are managed at head office and are not allocated to operating segments.

Segment revenue is measured in the same way as in the Statement ofProfitand Loss.

Segment assets and liabilities are measured in the same way as in the financial statements. These assets and liabilities are allocated based on the operations of the segment and the physical location of the assets.

6. FAIR VALUES

(i) FairValue Hierarchy

This section explains the judgements and estimates made in determining the fair values of thefinancial instruments that are (a) recognised and measured atfairvalue and (b) measured at amortised cost and for which fair values are disclosed in thefinancial statements. To provide an indication about the reliability ofthe inputs used in determining fairvalue, the Company has classified its financial instruments into level prescribed underthe accounting standard. An explanation ofthe level is given below.

Level 1: Level 1 hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Level 2 hierarchy includes financial assets and liabilities measured using inputs otherthan quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

Level 3: Level 3 hierarchy includes financial assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair Values are determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

The Company’s policy is to recognise transfers into and transfers out of fairvalue hierarchy levels as at the end ofthe reporting period. There are no transfers in fairvalue measurements during theyears ended March 31,2018and March 31,2017.

@ The management has assessed the fair values and determined that any change in fair values will not have a material effect on the financial statements.

(ii) The management assessed that the carrying amount of Long-term Borrowings which are at floating interest rates are a reasonable approximation of theirfairvalues and the difference between the carrying amounts and fairvalues is not expected to be significant.

The management assessed that the fairvalues ofremaining financial assets and liabilities at amortised cost approximates to their carrying amounts largely due to short term maturities ofthese instruments.

Management uses its bestjudgement in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimate technique. Therefore for substantially all financial instruments, the fair value estimates are not necessarily indicative of the amounts that the Company could have realised or paid in sale transactions as of respective dates. As such, fair value of financial instruments subsequent to the reporting dates may be differentfrom the amounts reported at each reporting date.

7. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s financial liabilities comprise borrowings, trade and other payables. The main purpose ofthesefinancial liabilities is tofinancethe Company’s operations.TheCompany’s financial assets include trade and other receivables, cash and cash equivalents and deposits.

The Company has a Risk Management Committee that ensures that risks are identified, measured and managed in accordance with Risk Management Policy ofthe Company. The Board of Directors also reviewthese risks and related risk management policy, which are summarised below.

I) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include FVTPL investments, trade payables, trade receivables, borrowings, other receivables etc.

II) Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities. Such foreign currency exposures are not hedged by the Company. The Company has a treasury department which monitors the foreign exchange fluctuations on the continuous basis and advises the management of any material adverse effect on the Company.

There is no Foreign Currency Riskas there is no Foreign Currency Receivable or Payable outstanding at the end ofthe reporting periods.

III) Credit Risks

The Company has exposure to credit risk, which is the risk that counterparty will default on its obligations resulting in financial loss to the Company. The maximum exposure to credit riskat the reporting date is the carrying valueof each class offinancial assets.

a) Trade and Other Receivables

Customer credit risk is managed by the Company through established policy and procedures and control relating to customer credit risk management. Trade Receivables are non-interest bearing. The Company has a detailed review mechanism of overdue customer receivables atvarious levels within organisation to ensure properattention and focusfor realisation.

The Company uses specific identification method in determining the allowances for credit losses of trade receivables considering historical credit loss experience and is adjusted forforward looking information.

Receivables are deemed to be past due or impaired with reference to the Company’s normal terms and conditions of business. These terms and conditions are determined on a case to case basis with reference to the customer’s credit quality and prevailing market conditions.

b) Other Financial Assets and Deposits

Credit Riskfrom balances with banks, deposits, etc is managed by the Company’s finance department. Investments ofsurplus funds are made only with approved counterparties in accordance with the Company’s policy.

The impairment provision as disclosed above are based on assumptions about risk of default and expected credit loss rates. The Company uses judgement in making these assumptions based on the Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

IV) Liquidity Risks

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations at a reasonable price. The Company’s treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s net liquidity position through rolling forecasts on the basis ofexpected cash flows.

The Company’s objective is to maintain a balance between continuity offunding and flexibility through the use ofcash credits, bank loans among others.

V) Interest Rate Risks

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to risk of changes in market interest rates relates primarily to the Company’s debt interest obligation. Further the Company engages in financing activities at market linked rates, any changes in the interest rate environment may impact future rates of borrowings.

The Company’s investments in term deposits with bank are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor thefuture cash flows will fluctuate because ofchanges in market interest rates.

8. CAPITALMANAGEMENT

The Company’s objective when managing capital (defined as net debt and equity) is to safeguard the Company’s ability to continue as a going concern in order to provide returns to shareholders and benefit for other stakeholders, while protecting and strengthening the balance sheet through the appropriate balance of debt and equity funding. The Company manages its capital structure and makes adjustments to it, in light of changes to economic conditions and strategic objectives of the Company.

9. Thefinancial performance ofthe company has been severely impacted by the overall industry scenario and lower wagon procurement by the Indian Railways. Titagarh Wagons Limited, the parent company is committed to provide suitablefinancial support to the company for the near future. The Company is also confident of improvement in the industry scenario. In view of the above, these financial statements have been prepared on a going concern basis.

10. SCHEMEOFAMALGAMATION

a) The Hon’ble National Company LawTribunal, Kolkata Bench by an order dated October 16,2017 has sanctioned the Scheme of Amalgamation (the “Scheme”) of Titagarh Agrico Private Limited (TAPL), a fellow subsidiary of the Company. The certified true copy of the said Order has been received and filed with the Ministry of Corporate Affairs on November 14,2017, thus making the Scheme effective. Since the appointed date ofthe Scheme was April 1,2016, the effect ofamalgamation has been considered in the books retrospectively as perthe requirements of IND AS 103. The financial informations as at and for the corresponding year ended March 31, 2017 has been prepared considering the impact of aforesaid amalgamation with effect from April 1, 2016. Further, pursuant to the Scheme, theCompany has allotted 72,00,000 equity shares of Rs. 10/-each to Titagarh Wagons Limited (TWL), the shareholder of TAPL in the ratio of 1 equity share of face value of Re. 10 each of the Company for every 5 Equity Shares of face value of Rs. 10 each held in TAPL and have considered the same for computing the earnings/ (loss) per equity share with effectfrom April 1, 2016.

b) The details of Assets and Liabilities transferred before elimination of inter-company balances from TAPL and accounting adjustments are as under:

c) Pursuant to the Scheme, the authorised equity share capital of the Company stands increased by the authorised equity share capital of TAPL aggregating Rs. 3,600.00 Lacs (36,000,000 equity shares of face value of Rs. 10/-each) to Rs. 6,100.00 Lacs (61,000,000 equity shares of Rs. 10/- each).

11. DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES

There are no amounts payable to Micro and Small Enterprises as at March 31,2018and March 31,2017.There are no Micro and Small Enterprises to whom the Company owes dues, which are outstanding for more than 45 days during the years ended March 31, 2018 and March 31, 2017. This information as required to be disclosed under Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties could be identified on the basis of information available with the Company.

* Represents cash withdrawals from bank accounts across various locations for petty cash purposes.

# For the purposes of this clause, the term ‘Specified Bank Notes’ (SBNs) shall have the same meaning as provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O.3407(E), dated 8th November, 2016.