The Directors are pleased to present their Fifteenth Annual Report and
 Audited Accounts for the year ended the 31st March, 2012.  
 
 Profit, Retention & Dividend
 
 Your Company''s financial performance was as follows :
 
                                                           (Rs. in Lacs)
 
 Particulars                          2011-12             2010-11
 
 Turnover                                 64,432.99            66,670.78
 
 Profit Before Depreciation 
 and Tax                                  12,040.97            12,838.07
 
 Less: Depreciation                          558.73               576.92
 
 Profit Before Tax                        11,482.24            12,261.15
 
 Less: Provision For Taxation              3,819.79             4,121.73
 
 Profit After Taxation                     7,662.45             8,139.42
 
 Balance Brought Forward from 
 Last Account                             23,301.75            17,761.16
 
 Amount available for Appropriation       30,964.20            25,900.58
 
 Appropriations
 
 Transfer to General Reserve     800.00               850.00
 
 Dividend on Equity            1,604.73              1504.73
 
 Tax on Dividend                 260.33    2,665.06   244.10    2,598.83
 
 Balance Carried to Balance Sheet         28,299.14            23,301.75
 
 Economic Environment
 
 Global economy, against a backdrop of unresolved structural fragilities
 suffered major setbacks during the financial year ended the 31st March,
 2012 which include unrest in some oil-producing countries, substantial
 financial turbulence encountered by Euro zone, sell-off of risky
 assets. Following the aforesaid, Global growth is expected to moderate
 to 4% through 2012 and the real GDP in the advanced economies is
 projected to expand at a very slow pace of about 2% based on certain
 assumptions, whereas emerging and developing economies would record
 lower growth rate of about 6% in 2012. Indian economy is estimated to
 have grown @6.9% in 2011-12 after having grown at the rate of 8.4% in
 each of the two preceding years. However, slowdown in the industrial
 growth would lead to decline in the real GDP growth during this fiscal.
 Concomitantly, the domestic economy is faced with major challenges
 posed by high inflation rate and recently witnessed sharp depreciation
 in Rupee.
 
 Company''s Performance
 
 The Company''s Operating Profit during the year under review (FY
 2011-12) at Rs.13,090.36 lacs, declined marginally as compared to that
 in the previous financial year (FY 2010-11) and Profit Before Tax and
 Profit After Tax were lower by 6.35% & 5.86% respectively mainly due to
 lower sales realisation per unit from the main segment viz.  Wagons and
 Coaches and rise in the input costs.
 
 Your Company''s focus on pursuing aggressive growth in the other
 business verticals coupled with innovative manufacturing processes for
 higher efficiency aimed at achieving inclusive growth in business
 continues for maximisation of shareholders value. Your Directors have
 in principle decided to restructure the Company through an apporopriate
 scheme of Restructuring subject to all applicable
 compliances/approvals/laws, with a view to achieving the growth
 potential of the major verticals of the Company.
 
 Dividend
 
 The Board of Directors has recommended a dividend of 80% i.e.  Rs. 8/-
 per share on 2,00,59,069 equity shares of Rs. 10/- each fully paid up
 subject to approval of the members, by appropriation of Rs. 1865.06
 Lacs (including Rs. 260.33 lacs being Dividend Distribution Tax) after
 transferring Rs. 800 lacs to General Reserves from the profit for the
 Financial Year ended March 31, 2012.
 
 Conversion of Warrants into Equity Shares
 
 During the year the Company''s paid up capital increased from
 1,88,09,069 equity shares of Rs. 10/- each to 2,00,59,069 equity shares
 of Rs. 10/- each upon conversion of 12,50,000 Warrants into equivalent
 equity shares on March 7, 2012.
 
 Business Segments
 
 Wagons and Coaches
 
 Wagons segment of the Company continues to be the dominant contributor
 to revenues and operating profit of your Company, accounting for 88.00%
 and 80.05% of the total revenues and operating profit respectively
 during the year under review. During FY 2011-12 the Company
 manufactured 2761 and despatched 2855 Units of Wagons as against 2867 &
 2870 respectively in FY 2010- 11 representing production being lower by
 3.69% and a negligible 0.52% decline in sales volume in that order when
 compared to the corresponding numbers in the previous financial year.
 During the FY 2011-12 two rakes of Coaches (EMUs) were despatched
 generating revenue of Rs. 1956.66 lacs. The Company has secured orders
 for 12 rakes of MEMU and 11 rakes of EMU from the Indian Railways
 during the year under review. The facilities at Uttarpara being
 equipped to turn out fairly large number of AC/EMUs per month, timely
 delivery of the said rakes of MEMU and EMU is expected to be smooth.
 The Operating Profit of the Segment at Rs. 10,471.62 lacs was lower by
 6.58% than that in FY 2010-11 due to lower sales realisation per unit.
 
 Metro Railways/Mass Rapid Transport System (MRTS) in major cities
 across the country has been considered to be essential to cater to
 transportation needs of urban/semi urban commuters and there exists
 enormous potential for self-propelled railway passenger vehicles such
 as EMUs, Diesel Multiple Units (DMUs), Main Line Electrical Multiple
 Units (MEMUs) and metro coaches etc.
 
 Though demand for Wagons from Indian Railways (IR) is projected to be
 firm with quantities varying in line with the funds earmarked by IR and
 its policy for such procurement from year to year, introduction of
 Wagon Leasing Policy, new Wagon Investment Scheme is expected to
 provide the impetus to private sector customers for increase in the
 off take of Wagons.
 
 Steel Castings
 
 Bulk of Steel Castings produced by the Company is used for captive
 consumption in the manufacture of critical components such as bogies
 and couplers at competitive prices. External Sales ofthe Segment at Rs.
 4,045.76 lacs and Profit before Interest & Tax at Rs. 1,691.68 lacs
 during the year under review were higher by 79.62% and 32.31%
 respectively than that in the previous financial year ended the March
 31, 2011. The Division besides being strategically of vital importance
 to ensuring ready availability of castings for uninterrupted
 manufacture and timely delivery of Wagons, has great potential for
 growth in future.
 
 Heavy Earth Moving Machinery (HEMM)
 
 The Division recorded a marginal amount of loss at Rs. 34.96 Lacs
 during the year under review despite higher average sales realisation,
 mainly due to higher production cost caused by rise in input costs even
 as three machines manufactured during FY 2011-12 were deployed on lease
 to customers. Facilities of the Division have been revamped, however
 the change in marketing strategy in line with the demands of customers
 is in focus to tap the segment''s real potential aimed at materially
 enhancing its contribution to the overall financial performance of your
 Company.
 
 Special Projects - Steel Bridges
 
 Revenue from Steel Bridges accounts for a marginal portion of the total
 revenues of the Company and income from sale of the product by the
 Company during FY 2011-12 at Rs. 711.80 lacs was lower by about 69%
 over those of FY 2010-11 as the volume of production and sale of Bailey
 Bridges went down by 50% and 48% respectively during the year under
 review. However, besides the eligibility of the Company to get a repeat
 order during the current year, the segment affords the prestige of
 being associated with the country''s defence sector.
 
 Strategic and Joint Venture Agreements
 
 Your Company has entered into strategic partnerships mentioned below
 for growth and expansion of its businesses :
 
 Cimco Equity Holdings Private Limited (CEHPL)
 
 The Joint Venture namely Cimco Equity Holdings Private Limited (CEHPL)
 is the holding company of CIMMCO Limited (Cimmco) and Cimmco''s net
 worth having turned positive in a short span of nine months, it was
 discharged by the Hon''ble BIFR from the provisions of SICA vide order
 dated December 7, 2010. Cimmco is a manufacturer of Wagons and
 Engineering Products, however there is no conflict of interest.
 
 Greysham and Co. Private Limited (Greysham)
 
 The joint venture namely, Greysham and Co. Private Limited for
 manufacture of Air Brakes and Slack Adjusters, being the critical
 components for production of Wagons was set up by the Company on June
 13, 2008. Greysham is treated as a subsidiary of the Company in terms
 ofthe provisions of the Companies Act, 1956 pursuant to the right of the
 Company to appoint majority of Directors on its Board.
 
 Joint Venture Agreement with FreightCar America Inc. (FCA)
 
 Pursuant to the Joint Venture Agreement (JV) entered into between the
 Company and FCA, a private limited company, ''Titagarh FreightCar
 Private Limited'' was incorporated in India (JVC) with the stakes of the
 Company and FCA being 49% and 51% respectively in equity capital of
 JVC, to develop, design, manufacture, service and distribute Aluminium
 Rail Cars, Gondolas and such other products as may be agreed from time
 to time between the partners of the JV. Due to various compelling
 reasons, JVC has lately withdrawn its proposal for design approval
 submitted to RDSO.  The Joint Venture is in course of being terminated,
 subject to implementation of concluding agreement amongst the parties.
 
 Directors
 
 ShriDN Davar and ShriNK Mittal, Directors retire by rotation and being
 eligible, offer themselves for re-appointment at the ensuing Annual
 General Meeting (AGM). Shri Arvind Pande appointed as an Additional
 Director by the Board w.e.f. the March 24, 2012, holds office upto the
 date of ensuing AGM and in accordance with Section 257 of the Act is
 eligible for appointment. Notice pursuant to the provisions of Section
 257 proposing the candidature of Shri Pande has been received from a
 member of the Company proposing his appointment.
 
 The information prescribed by Clause 49 of the Listing Agreement in
 respect of the said Directors is given in the Corporate Governance
 Report annexed to and forming part of this Report.
 
 Directors1 Responsibility Statement
 
 The Directors state that:
 
 Appropriate Accounting Standards as are applicable to the Annual
 Statement of Accounts for the financial year ended the March 31, 2012
 have been followed in preparation of the said accounts and there were
 no material departures there from requiring any explanation;
 
 The Directors have selected and followed the accounting policies as
 described in the Schedule 22 (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 of the
 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 of the Companies
 Act, 1956 for safeguarding the assets of the Company and for preventing
 and detecting fraud and other irregularities; and
 
 The Annual Accounts have been prepared on a going concern basis.
 Auditors
 
 Statutory Auditors & Auditors1 Report
 
 Messrs. S R Batliboi & Co., Chartered Accountants, Auditors of the
 Company retire at the conclusion of ensuing Annual General Meeting and
 willing to continue, they have submitted the certificate pursuant to
 Section 224(1)(B) of the Companies Act, 1956 about their eligibility for
 re-appointment.
 
 Cost Auditors
 
 Messrs. D. Radhakrishnan & Co., Cost Accountants were re-appointed as
 Cost Auditor to conduct cost audit of the accounts maintained by the
 Company in respect ofthe products manufactured by the Company, for the
 Financial Year 2012-13.
 
 Fixed Deposits
 
 The Company did not accept any deposits during the financial year ended
 March 31, 2012.
 
 Subsidiary Companies
 
 A statement containing in brief the details required under Section
 212(3) of the Companies Act, 1956 and pursuant to the Circular No.
 2/2011 dated February 8, 2011 issued by Ministry of Corporate Affairs
 regarding Titagarh Capital Private Limited (Formerly known as Flourish
 Securities and Finance Private Limited), Titagarh Singapore Pte.
 Limited, wholly owned subsidiaries of the Company and Greysham and Co.
 Private Limited, Titagarh Wagons AFR, France, and Titagarh Marine
 Limited (w.e.f. March 3, 2012), subsidiaries of the Company is included
 in the Annual Report. The Consolidated Financial Statements including
 the details of the Accounts of the subsidiaries are attached to the
 Annual Report and Accounts. A copy of the Annual Accounts of the
 subsidiaries will be made available upon request for inspection by any
 member of the Company/its subsidiaries at the Registered Office of the
 Company and those of respective subsidiary companies.
 
 Consolidated Financial Statements
 
 In accordance with Accounting Standard 21-Consolidated Financial
 Statement of Accounts, Accounting Standard 23-Accounting for
 Investments in Associates in Consolidated Financial Statements and
 Accounting Standard 27- Financial Reporting of Interests in Joint
 Ventures issued by the Institute of Chartered Accountants of India,
 consolidated financial accounts prepared on the basis of financial
 statements received from subsidiaries, associates and joint venture
 companies as approved by their respective Boards, form part ofthis
 Report & Accounts. As regards the attention drawn by Statutory Auditors
 in their Report, Note no.32 is self-explanatory, requiring no specific
 response from the Directors at this stage.
 
 Personnel
 
 The particulars of employees pursuant to Section 217 (2A) of the
 Companies Act, 1956 read with the Companies (Particulars of Employees)
 Amendment Rules, 2011 are set out in the Annexure to this Report.
 
 Industrial relations had been cordial throughout the year under review.
 The Directors express appreciation of the efficient services rendered
 by the employees at all levels.
 
 Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings and Outgo
 
 A statement pursuant to Section 217(1)(e) of the Companies Act, 1956
 read with the Companies (Disclosure of Particulars in the Report of
 Directors) Rules, 1988 on conservation of energy, technology
 absorption, foreign exchange earnings and outgo is annexed to and forms
 part of this Report.
 
 Corporate Social Responsibility
 
 Your Company''s endeavors to contribute suitably to the society by being
 involved in a series of community welfare programmes, directly and
 through philanthropic organizations continue. The first batch of 126
 students at the campus of Industrial Training Institute (the ITI) set
 up on your Company''s land at Titagarh plant situate in Barrackpore,
 North 24 Parganas under Private Public Partnership (PPP) with access to
 the tools, equipments and machinery together with experienced skilled
 officers as faculty provided by the Company for imparting hands-on
 training has successfully passed the first module and they have been
 admitted to the three advanced modules viz. TIG/MIG Welding, Structural
 Welding and Pressure Vessel & Pipe Welding.
 
 Investment of about Rs. 750 lacs including Rs. 500 lacs on construction
 of building and Rs. 250 lacs of outlay in machinery, equipments and
 other facilities has been committed by the State and land for ITI has
 been allotted by Khardah Municipality near Khardah Railway Station and
 your Company''s contribution is by way of providing full support for
 training of about 180 students and offer them need based employment at
 the Company''s facilities.
 
 The second batch of 143 students has been admitted to the preliminary
 module - BBBT during the current year. Your Company is also in dialogue
 with Directorate of Technical Education for approval of industry
 specific course under specialized module on Welding Technology for
 Fabrication of Railway Transportation Systems to give the opportunity
 to the students of Advanced Module to train and be equipped with the
 skills for securing immediate employment The ITI, once operational
 fully on the land allotted, shall also cater to the requirement of the
 industrial units in the adjoining area for skilled workmen.
 
 Listing
 
 The Company''s Equity Shares are listed at the Bombay Stock Exchange
 Limited (BSE) and The National Stock Exchange of India Limited (NSE).
 The listing fees for the financial year ended March 31, 2013 have been
 duly paid.
 
 Acknowledgement
 
 Your Directors place on record their appreciation of the cooperation and
 support extended by the Government, Banks/Financial Institutions and
 all other business partners.
 
                                         For and on behalf of the Board
 
 Place : Kolkata                                          J P Chowdhary
 
 Date : July 30, 2012                                Executive Chairman