TITAGARH RAIL SYSTEMS LIMITED — Proxy Solicitation & Information Statement 2020

Apr 24, 2020

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24[th] April, 2020

National Stock Exchange of India Limited Exchange Plaza Bandra-Kurla Complex Bandra (E), Mumbai-400051 Scrip Code: TWL (EQ)

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai-400001 Scrip Code: 532966

Madam/Sir,

Sub: Intimation pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015

We enclose herewith the notice of the Hon'ble National Company Law Tribunal (`NCLT') convened meetings of the equity shareholders, secured creditors and unsecured creditors of Titagarh Wagons Limited (‘the Company’) to be held on Wednesday, 29[th] April, 2020 at 4:00 P.M., 5:00 P.M. and 5:30 P.M. respectively through video conferencing in terms of the Order passed by NCLT on 22[nd] April, 2020, which has been duly dispatched to the shareholders and creditors whose email addresses are registered with the Company, for approval of the Scheme of Amalgamation by absorption of Cimmco Limited (Transferor Company No. 1), Titagarh Capital Private Limited (Transferor Company No. 2) with the Company.

Please take the above on record.

Thanking you,

Yours faithfully, For TITAGARH WAGONS LIMITED

Digitally signed by DINESH DINESH ARYA ARYA Date: 2020.04.24 23:13:06 +05'30'

Dinesh Arya Company Secretary

Encl: as above

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FORM NO.CAA. 2 [Pursuant to Section 230(3) and rule 6 and 7]

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL KOLKATA BENCH

Company Application No. CA (CAA) No. 254/KB/2020

In the matter of: The Companies Act, 2013 (“the Act”) And In the matter of: A petition made under Sections 230, 232(1) of the Act. And In the Matter of:

1. CIMMCO LIMITED, an existing company within the meaning of the Act, having its Registered Office at 756, Anandapur, EM Bypass, Kolkata – 700107, within the aforesaid jurisdiction. CIN: L28910WB1943PLC168801 PAN: AAACC3147K And In the Matter of:

2. TITAGARH CAPITAL PRIVATE LIMITED, an existing company within the meaning of the Act having its Registered Office at 756, Anandapur, EM Bypass, Kolkata – 700107, within the aforesaid jurisdiction. CIN: U01122WB1994PTC138832 PAN: AAACF3929L And In the Matter of:

3. TITAGARH WAGONS LIMITED, an existing company within the meaning of the Act having its Registered Office at 756, Anandapur EM Bypass, Kolkata – 700107, within the aforesaid jurisdiction. CIN: L27320WB1997PLC084819 PAN: AABCT1377P

…… ….. Applicants

Notice and advertisement of notice of the meetings of shareholders and creditors

NOTICE is hereby given that by an Order passed on 22[nd] April, 2020 the Hon’ble National Company Law Tribunal, Kolkata Bench (‘NCLT’) has in modification of its order dated 19[th] February, 2020 permitted the respective meetings of the Equity Shareholders and Secured and Unsecured Creditors of TITAGARH WAGONS LIMITED (originally scheduled on 30[th] March, 2020) to be conducted through video conferencing on Wednesday, 29[th] April, 2020 for approving the Scheme of Amalgamation of

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Cimmco Limited (‘Applicant No. 1’) and Titagarh Capital Private Limited (‘Applicant No. 2’) with Titagarh Wagons Limited (‘Applicant No. 3’ or ‘the Company’). The proposed resolution is given in the Notice dated 21[st] February, 2020 sent to all the shareholders and creditors together with explanatory statement and documents listed therein. The Notice that the meetings scheduled on Monday, the 30[th] March, 2020 had to be postponed due to lockdown announced to combat COVID-19 was advertised by the Company in “Financial Express” and “Aajkal” on 28[th] March, 2020.

In pursuance of the said order, the following separate meetings will be held on 29[th] April, 2020 through video conferencing:

through video conferencing:
Meeting of Titagarh Wagons Limited	At	Meeting ID	Pass Key
EquityShareholders	4.00 P.M.	2522140	0022
Secured Creditors	5.00 P.M.	2522219	0222
Unsecured Creditors	5.30 P.M.	2522491	2222

For joining the meeting: download and install ‘Lifesize Video Conferencing’ from Application Store or Google Play on your mobile or from browser (Google Chrome/Internet Explorer) on your laptop/desktop, open the application and select ‘Join as a Guest’, type your name, client ID/Folio No., click ‘Join’ and thereafter enter your relevant Pass Key given above. For better experience please use your earphone and mute the microphone when not talking. In case of any assistance required for joining the meeting by video conferencing please call 9051575100 or 9073980265. For receiving effective assistance please download and install AnyDesk remote assistance software with proper internet connectivity.

The e-voting by all the shareholders/creditors will be exercised only after joining the meeting by video conferencing for which members to keep handy the Client ID/Folio No. and No. of shares held by them and creditors: the amount receivable by them.

The said meetings by video conferencing are being conducted in compliance with the applicable provisions of the Act and General Circulars No. 14/2020 dated 8[th] April 2020 and No. 17/2020 dated 13[th] April 2020 issued by Ministry of Corporate Affairs, Government of India (‘MCA Circulars ’ ). A copy of this Notice as well as Notice dated 21[st] February, 2020 shall be available on the web site of the Company: www.titagarh.in and of the stock exchanges viz. www.bseindia.com and www.nseindia.com. The members who are holding shares in physical form or members/creditors who have not registered their email addresses with the Company can cast their vote through e-voting - system only at their respective meetings by filling up a simple form by clicking www.titagarh.in/e voting.

The members/creditors who have not registered their email addresses with the Company can get the same registered by emailing to investors@titagarh.in or einward.ris@kfintech.com 24 hours before the meeting. The said email is required to be sent by the first holder mentioning folio number, number of shares held and name of the first holder registered with the Company preferably including his/her mobile number.

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As the remote e-voting provided to the members/creditors closed on 29[th] March, 2020, the members/creditors who have already cast their votes through the said facility are welcome to attend the meeting by video conferencing on 29[th] April, 2020. However if they cast their vote again by e- voting at the meeting, the same will be treated as invalid. Please note that as per the MCA Circulars the facility of appointment of proxies will not be available for the meetings on 29[th] April, 2020. However corporate members/creditors can appoint their representative by sending authority letter and board resolution by email to investors@titagarh.in 24 hours before the meeting. No attendance slip is required for the meetings. For inspection of documents pertaining to the proposed resolution to be passed at the meeting, please click https://titagarh.in/other-information

Sd/-

Sd/Sd/-

Kuldip Mullick Chairperson appointed by NCLT for the meeting of Unsecured Creditors

Rahul Poddar Ritoban Sarkar Chairperson appointed by NCLT Chairperson appointed by NCLT for the meeting of Secured for the meeting of Equity Creditors Shareholders

Kolkata, the 24[th] April, 2020.

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