K&R Rail Engineering Ltd Management Discussions

<dhhead>MANAGEMENT DISCUSSIONS</dhhead>

Indian Economy Railway:

Indias railway system is considered the foundation of the countrys economy. The railways are the main mode of transportation for freight and passengers, and they also enable other activities like business, sightseeing, and pilgrimages. The railways have also been an important integrating force for over 150 years, connecting the countrys economic life and accelerating the development of agriculture and industry.

The Indian railway system is the fourth largest in the world, covering thousands of kilometers and spanning almost the entire country. In 2021, the railways generated $16 billion in freight revenue and aimed to contribute 1.5% to the countrys GDP by supporting 45% of the economys modal freight share. In June 2024, the railways recorded a 10.07% increase in freight loading compared to the same period in 2023, and earned INR 14,798.11 Cr from freight loading, compared to INR 13,316.81 Cr in 2023. In January 2024, the railways moved 142.7 million tonnes of freight, which was 2.7% higher than December 2023.

The Indian railway market is expected to grow at a healthy rate and become the third largest in the world in the next five years, accounting for 10% of the global market.

Railway Budget 2024-25:

The Indian Railways budget for the financial year 2024-2025 is over 2.55 Lakh Crore, which is a 5.85% increase from the previous years budget. This is a record allocation for the Ministry of Railways. The budget includes 2.52 Lakh Crore for capital expenditure (capex), which is a 5% increase from the previous year. An additional 10,000 Crore has also been allocated from extra-budgetary resources.

The budget is expected to focus on safety, with around 1.08 trillion allocated to critical safety works such as repairing and overhauling old lines and Kavach. The governments commitment to improving and expanding Indias railway infrastructure is also evident in the budget, which includes plans to construct and manufacture 400 new-generation Vande Bharat Express trains over the next three years. Key Highlights of Budget 2024-25 are as below:??Development of three major railway economic corridors: o Energy, Mineral, and Cement Corridor: This corridor aims to streamline the transportation of energy resources, minerals, and cement, enhancing the efficiency of freight movement.

o Port Connectivity Corridor: This corridor will improve the connectivity between major ports and the hinterland, facilitating smoother and faster movement of goods.

o High Traffic Density Corridor: Designed to handle high volumes of passenger and freight traffic, this corridor will help in decongesting existing routes and improving overall rail traffic management.

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??Rs 1,132 crore for Railway Infrastructure development Projects in Bihar

o Substantial funds for redevelopment of 92 stations in Bihar under the Amrit Bharat

Station Scheme (ABSS).

o New Railway Projects worth over Rs 79,356 crore, focusing on new lines, track doubling, and gauge conversion in Bihar.

??Rs 9,151 crore for Railway Infrastructure Projects in Andhra Pradesh this includes the construction of new tracks, enhanced safety measures with new bridges, and the redevelopment of 73 stations.

??Leveraging Private Sector Expertise and Investment to enhance Public-Private Partnerships (PPPs) for the development and modernization of Indian Railway Network.

Indias railway development reflects a remarkable stride towards modernization and improved connectivity, showcasing the Governments commitment to enhancing transportation infrastructure for the nations progress.

 

K&R Rail Engineering Limited to meet the last mile Rail Connectivity carrying out survey for the following clients:

1. SAGAR CEMENT AT DHACHAPALLY, ANDHRA PRADESH.

2. KCP CEMENT AT MACHERLA.

3. KCP CEMENT AT MUKTYALA.

4. NTPC RAMAGUNDAM, ANDHRA PRADESH.

5. TUNA TEKRI PORT IN SALAYA 6. SHREE CEMENT IN KARNATAKA

The total expected order book value is more than Rs. 4,000/- Crores. K&R Rail Engineering Limited is also a shortlisted bidder for various Railway Projects in Indian Railway. K&R Rail Engineering Limited also entered into joint venture agreement with UNECO, South Korea for manufacturing and supply of Composite Sleepers for High Speed Railway Track to meet the export requirements to the countries directly from the Indian subcontinent and also meet the supply requirement of Indian Railways.

Global Economy Railways:

Railways has globally emerged as the choice of mass transit system because it helps in mitigating the global concerns wrt. the climate change, sustainable development etc. Hence, every country looking to develop further is taking inspiration from countries like Japan, Korea, EU, China, Singapore etc to build modern railway infrastructure. Countries adding railway infrastructure include Saudi Arabia, Egypt, UAE, Qatar, Algeria, Iraq, Morocco, Kuwait, Bahrain etc. The estimated value of railway contracts is over US$ 150 billion.

The World Bank brings its expertise and long experience to reforming and managing railways. Today, the World Bank is doing railway research and analysis in over 20 countries. Across Africa, Asia, the Middle East and eastern Europe, the Bank is supporting 16 investment projects worth $6.9 billion U.S. dollars. Apart from this following are the new railway projects in Global market.

France/Italy. Lyon-Turin Rail Link.

Japan. Maglev Project (RTRI)

Portugal. RAVE (Portuguese High-Speed Rail Network Company)

Saudi Arabia. North-South Railway Project.

Saudi Rail Expansion Projects.

Sweden. Botnia Railway Project. Switzerland. Alp Transit Project.

 

K&R Rail Engineering Limited to capture the business in the middle east and other countries has established 100% subsidiary by name K&R Global LLC in Dubai, UAE and under process of establishing an office in Jeddah, Saudi Arabi which will become operational in another 2-3 months.

 

K&R Rail Engineering Limited entered into joint venture agreement with UNECO, South Korea for design, manufacture and supply of Special Composite Sleepers for High Speed Railway Track to meet the export requirements to the middle east countries directly from the Indian subcontinent and also to meet the supply requirement of Indian Railways.

 

K&R Rail Engineering Limited entered is in advance stage of negotiation with Saudi Arabia company M/s MADAF T&C Co. Ltd., Riyadh for Railway Projects of Rail Connectivity between AZ!/Nariyah yard to Ras Al Khair (RAK) and Zabirah Junction to Hail IMY in Saudi

Arabia for movement of Bauxite.

 

K&R Rail Engineering Limited is shortlisted for construction of new railway line on Engineering Procurement Construction (EPC) contract of new BG line for 10.70 Km between Sircilla (Incl.) & Vemulawada (Incl.) Stations in connection with Manoharabad -Kothapalli new BG line project in the state of Telangana" between Sricilla Manoharabad section of South-Central Railway.

 

K&R Rail Engineering Limitedis shortlisted for construction of new railway line on Engineering Procurement Construction (EPC) contract of 39.5 kms new BG line Between Hire kotangaland Mamadapur under Ginigera (GIN) Raichur (RC) New Line Project.

REPORT ON CORPORATE GOVERNANCE

In accordance with Regulation 34 (3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report containing the details of Corporate Governance systems and processes at K&R Rail Engineering Limited is as follows:

1. Company’s Philosophy on Corporate Governance:

Company’s endeavour is to maximize shareholder value. KR Rail is committed to adopt best governance practices and its adherence in true spirit at all times. It has strong legacy of fair, transparent and ethical governance practices.

Company has adopted a code of conduct which is applicable to all employees and is posted on the website of the Company. The Company also has in place a code for preventing insider trading.

Company is fully compliant with the requirements of the listing regulations and applicable corporate governance norms and is committed to ensuring compliance with all modifications within the prescribed time.

2. Board diversity:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website, www.krrailengg.com

3. Compliance with SEBI (listing obligations and disclosure requirements) regulations, 2015:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company framed the following policies which are available on Companys website i.e. www.krrailengg.com

? Board Diversity Policy

? Policy on preservation of Documents

? Risk Management Policy

? Whistle Blower Policy

? Familiarization program for Independent Directors

? Sexual Harassment Policy

? Related Party Policy

? Code of Conduct for Board of Directors and Senior Management Personnel.

? Code of Conduct for Prevention of Insider Trading ("Insider Trading Code")

? CSR Policy

4. KRRAIL’ code of conduct for the prevention of insider trading:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website

5. Board of Directors:

The composition of the Board of Directors of the company is an appropriate combination of executive and non-executive Directors with right element of independence. As on March 31, 2023, the Company’s Board comprised of Six Directors, out of which three are executive Directors and one Non-Executive Director. Further, there are two independent Directors on the Board including One Women Director. In terms of Regulation 17(1) (b) of SEBI (LODR) Regulations, 2015 and section 149 of Companies Act 2013, the company is required to have one third of total Directors as independent Directors. The non-executive Directors are appointed or re-appointed based on the recommendation of the Nomination & Remuneration Committee which considers their overall experience, expertise and industry knowledge. One third of the total strength other than independent Directors, are liable to retire by rotation every year and are eligible for reappointment, subject to approval by the shareholders.

6. Skills / Expertise / Competencies of the Board of Directors;

The following is the list of core skills / expertise / competencies identified by the Board of Directors as required in the context of the Company’s business and that the said skills are available with the

Board Members:

SI. No.	Names of the Directors who have such skills / expertise / competence	Skills / Expertise / Competence of the Board of Directors are required in the context of business of the Company
1.	Mr. Amit Bansal	Business Strategy, Sales & Marketing, Law,
		Taxation, Finance , Foreign Exchange Related
2.	Mr. Shaik Suhail Nasir	Corporate Governance, Administration,
		Decision Making
3.	Mr. Shaik Suhail Nasir	Financial and Management skills.
4.	Mr. Sukesh Kumar Sharma	Technical / Professional skills
5.	Ms. Maniza Khan	Behavioral skills - attributes and competencies

 

7. Appointment/Re-appointment of Directors:

Details of Director seeking appointment/ reappointment at the forthcoming Annual General Meeting as required under Regulation 36 of the Securities and Exchange Board of India (Listing

Obligation and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") is annexed to the Notice convening the Annual General Meeting and forming part of this Annual Report.

8. Attendance and directorships held:

As mandated by the SEBI (LODR) Regulations, 2015, none of the Directors are members of more than ten Board-level committees nor are they chairman of more than five committees in which they are members. Further all the Directors have confirmed that they do not serve as an independent director in more than seven listed companies or where they are whole-time directors in any listed company, then they do not serve as independent director in more than three listed companies.

The names and categories of the Directors on the Board, their attendance at Board meeting during the year and at last Annual General Meeting, as also the number of Directorships and Committee memberships held by them in other companies are shown in Table 1.

Name of Director	Relation ship with other Director s	Category	No. of Meetin gs Held	Table-1 No. of Meetin gs Attend ed	Whether Attended Last AGM	No. of Outside Director ships of Public Compan ies	No. of Committe e Members hips	No. of Committee Chairmanshi ps
Maniza Khan	None	Independent Director	10	10	30/09/2023	NONE	3	2
Rabindra Kumar Barik	None	Independent Director	10	10	30/09/2023	NONE	3	1
Sanjay Kotthapalli	None	Non- Executive Director	10	10	30/09/2023	NONE	3	0
Sukesh Kumar Sharma	None	Executive Director	10	10	30/09/2023	NONE	NA	NA
Amit Bansal	None	Executive Director	10	10	30/09/2023	NONE	NA	NA
Suresh Solanki	None	Executive Director	10	10	30/09/2023	NONE	NA	NA

 

 

The Name of other listed entities where directors of the company are directors and the category of directorship are shown in following table:

Sr. No.	Name of Director	Name of the Listed Companies in Which	Nature of
		Director is Director	Directorship
		None

 

9. Information supplied to the board:

The Board has complete access to all information of the Company and is regularly provided advanced detailed information as a part of the agenda papers or is tabled therein. In addition, detailed quarterly performance report by the Managing Director is presented in the quarterly Board meeting, encompassing all facets of the Company’s operations during the quarter, including update of key projects, outlook and matters relating to environment, health & safety, corporate social responsibility etc. The following information is provided to the Board as a part of the agenda papers:

? Annual and Quarterly financial statements for the Company and the Accounting Policy.

? Minutes of the meetings of the Audit Committee and other Committees of the Board.

? Annual business plan

? Information on recruitment and remuneration of senior officers just below the level of Board, including the appointment or removal of Chief Financial Officer and Company Secretary, whenever required

? Expansion projects and its status monitoring.

? Fatal or serious accidents, injuries or any material environmental problems, if any

? Any material default in financial obligations to and by the Company, or substantial non-payment for goods sold by the Company, if any

? Significant labour problems and their proposed solutions, whenever necessary

? Any significant development in human resources / industrial relations including long-term wage agreement, major voluntary retirement scheme, etc.

? Quarterly details of foreign exchange exposures and the steps taken by the management to limit the risks of adverse exchange rate movement, if material Quarterly disclosure of all the investments made

? Material non-compliance of any regulatory, statutory nature or listing requirements and shareholders service, such as non-payment of dividend, delay in share transfer and others, if any

? Quarterly review of compliance status under various laws applicable to the Company

? Substantial non-payment of goods sold by the Company.

? Related Party Transactions, if they are not at arm’s length and in the ordinary course of business

? Half-yearly summary of bank guarantees issued.

? All other matters required to be placed before the Board for its review / information / approval under the statutes, including SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. Familiarization program for independent directors:

The Board members are provided with necessary documents, reports, internal policies and site visits to enable them to familiarize with the Companys operations, its procedures and practices. Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company business, strategy and risks involved. Detailed presentations on the Companys business segments were made at the meetings of the Directors held during the year.

The Company’s Policy of conducting the Familiarization Program and details of such familiarization program during the year, is placed on its website viz., www.krrailengg.com

11. Committees of the board:

The Company has Board-level Committees - Audit Committee, Stakeholder Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee and CSR Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of service for Committee members are taken by the Board of Directors. Details on the role and composition of these Committees, including the number of meetings held during the financial year and the related attendance, are provided below:

12. Performance Evaluation of Board, Committees and Directors:

Pursuant to provisions of Regulation 17(10) of the SEBI Listing Regulations and the provisions of the Act, an annual Board effectiveness evaluation was conducted for FY 2023-24 on February 19, 2024, involving the following:

i. Evaluation of IDs, in their absence, by the entire Board was undertaken, based on their performance and fulfilment of the independence criteria prescribed under the Act and SEBI Listing Regulations; and

ii. Evaluation of the Board of Directors, its Committees and individual Directors, including the role of the Board Chairman.

An IDs’ meeting, in accordance with the provisions of Section 149(8) read with Schedule IV of the

Act and Regulation 25(3) and 25(4) of the SEBI Listing Regulations, was convened on February 19th, 2024, mainly to review the performance of Independent Directors and the Chairman & Managing Director as also the Board as a whole. All IDs were present at the said meeting.

The evolution was perfume based upon various para meters as follows:

 

(i) Board: Composition, responsibilities, stakeholder value and responsibility, Board development, diversity, governance, leadership, directions, strategic input, etc.

 

(ii) Executive Directors: Skill, knowledge, performance, compliances, ethical standards, risk mitigation, sustainability, strategy formulation and execution, financial planning & performance, managing human relations, appropriate succession plan, external relations including CSR, community involvement and image building, etc.

 

(iii) Independent Directors: Participation, managing relationship, ethics and integrity, Objectivity, brining independent judgement, time devotion, protecting interest of minority shareholders, domain knowledge contribution, etc.

 

(iv) Chairperson: Managing relationships, commitment, leadership effectiveness, promotion of training and development of directors etc.

 

(v) Committees: Terms of reference, participation of members, responsibility delegated, functions and duties, objectives alignment with company strategy, composition of committee, committee meetings and procedures, management relations.

Performance evaluation was done on the scale of 1 to 5 and 5 being outstanding.

Disclosures as prescribed under SEBI circular dated May 10, 2018 are given below:

Observations of Board evaluation carried out for the year	No observations.
Previous year’s observations and actions taken	Since no observations were received, no actions were taken.
Proposed actions based on current year observations	Since no observations were received, no actions were taken.

 

13. Declaration by Independent Directors:

All the Independent Directors have confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements), 2015 read with Section 149(6) of the Act.

 

14. Declaration by Board:

The Board has confirmed that in its opinion, the independent directors fulfill the conditions specified in these regulations and are independent of the management. During the year under review, no Independent Director has resigned before expiry of his tenure.

15. Audit committee:

Terms of reference of Audit committee covers all the matters prescribed under Regulation 18 of the Listing Regulations and Section 177 of the Act, 2013.

A. Brief Description of Terms of Reference: -

Overview of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

The terms of reference of the Audit Committee encompasses the requirements of Section 177 of Companies Act, 2013 and as per Regulation 18 of SEBI (_ODR) Regulations, 2015 read with Schedule II thereof, inter alia, includes:

a. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

b. Recommending the appointment and removal of External Auditors, fixation of audit fee and approval for payment for any other services;

c. Review and monitor the auditor’s independence and performance, and effectiveness of audit process.

d. Approval of payment to statutory auditors for any other services rendered by them.

e. Review with the management and statutory auditors of the annual financial statements before submission to the Board with particular reference to:

i) Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013; ii) Changes, if any, in accounting policies and practices and reasons for the same; iii)Major accounting entries involving estimates based on the exercise of judgment by management; iv)Significant adjustments made in the financial statements arising out of audit findings; v) Compliance with listing and other legal requirements relating to financial statements vi)Disclosure of any related party transactions; vii) Modified opinion(s) in the draft audit report;

f. Review of the quarterly and half yearly financial results with the management and the statutory auditors;

g. Examination of the financial statement and the auditors’ report thereon;

h. Review and monitor statutory auditor’s independence and performance and effectiveness of audit process;

i. Approval or any subsequent modification of transactions with related parties;

j. Scrutiny of inter-corporate loans and investments;

k. Review of valuation of undertakings or assets of the company wherever it is necessary;

l. Evaluation of internal financial controls and risk management systems;

m. Review with the management, statutory auditors and the internal auditors about the nature and scope of audits and of the adequacy of internal control systems;

n. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit;

o. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

p. Consideration of the reports of the internal auditors and discussion about their findings with the management and suggesting corrective actions wherever necessary;

q. Look into the reasons for any substantial defaults in payment to the depositors, debenture-holders, shareholders (in case of non-payment of declared dividend) and creditors, if any;

r. Review the functioning of the whistle blower mechanism;

s. Review and monitor the end use of funds raised through public offers and related matters;

t. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;

u. Frame and review policies in relation to implementation of the Code of Conduct for Prevention of Insider Trading and supervise its implementation under the overall supervision of the Board;

v. Discharge such duties and functions as indicated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013 and the rules made thereunder from time to time.

w. Review of the following information:

? management discussion and analysis of financial condition and results of operations;

? statement of significant related party transactions (as defined by the audit committee), submitted by management;

? management letters / letters of internal control weaknesses issued by the statutory auditors;

? internal audit reports relating to internal control weaknesses;

? The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.

? Statement of deviations as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

? Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to Stock Exchange(s) in terms of Regulation 32(1).

? Annual statement of funds utilized for purposes other than those stated in the offer document /prospectus / notice in terms of Regulation 32(7).

? The Audit Committee of the listed holding company shall also review the financial statements, in particular, the investments made by the unlisted subsidiary company.

? Carrying out any other function as may be referred to the Committee by the Board.

? Authority to review / investigate into any matter covered by Section 177 of the Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing Regulations.

B. Internal Audit:

The Company has adequate internal control and Internal Audit system commensurate with its size and nature of its business. The Internal Audit Plan is approved by the Audit Committee and the Internal Auditors directly present their report to the Audit Committee for their consideration.

C. Composition, Meetings & Attendance:

The Audit Committee of the Company is constituted in accordance with the provisions of Regulation 18 of the Listing Regulations and the provisions of Section 177 of the Act. All members of the Committee are financially literate, with Ms. Maniza Khan, as Chairperson of the Committee, having the relevant accounting and financial management expertise.

The composition of the Audit Committee and the details of the meetings attended by its members during the financial year ended 31^st March 2024 are as under:

Name	Designation	Category	No of Meetings held	No of Meetings attended
Ms. Maniza Khan	Chairperson	NED(I)	4	4
Mr. Rabindra Kumar Barik	Member	NED(I)	4	4
Mr.Sanjay Kothapalli	Member	NED	4	4

 

The Audit Committee met 4 times during the financial year 2023-24 and the gap between any two meetings did not exceed 120 days. The dates on which the Audit Committee Meetings held were: 30^th May, 2023, 11^th August 2023, 14^th November 2023 and 19^th February 2024. Requisite quorum was present at the above Meetings.

All the recommendations of the Audit Committee have been accepted by the Board of Directors.

During the year, the Audit Committee inter alia reviewed key audit findings covering Operational, Financial and Compliance areas, Risk Mitigation Plan covering key risks affecting the Company which were presented to the Committee. The Chairman of the Audit Committee briefed the Board members on the significant discussions which took place at Audit Committee Meetings.

The Chairperson of the Audit Committee was present at the Annual General Meeting of the Company held on 30^th September 2023.

16. Nomination and remuneration committee:

The Nomination and Remuneration Committee (‘NRC’) functions in accordance with Section 178 of the Act, Regulation 19 of the Listing Regulations and its Charter adopted by the Board. The terms of reference of the NRC includes:

? Recommend to the Board the setup and composition of the Board, including formulation of the criteria for determining qualifications, positive attributes and independence of a Director.

? Periodical review of composition of the Board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.

? Support the Board in matters related to the setup, review and refresh of the Committees.

? Devise a policy on Board diversity.

? Recommend to the Board the appointment or reappointment of Directors.

? Recommend to the Board how the Company will vote on resolutions for appointment of Directors on the Boards of its material subsidiaries.

? Recommend to the Board, the appointment of Key Managerial Personnel (KMP) and executive team members.

? Carry out the evaluation of every Director’s performance and support the Board and Independent

Directors in the evaluation of the performance of the Board, its Committees and individual Directors, including formulation of criteria for evaluation of Independent Directors and the Board.

? Oversee the performance review process for the KMP and executive team with the view that there is an appropriate cascading of goals and targets across the Company.

? Recommend the Remuneration Policy for the Directors, KMP, executive team and other employees.

? On an annual basis, recommend to the Board the remuneration payable to Directors, KMP and executive team of the Company.

? Review matters related to remuneration and benefits payable upon retirement and severance to MD/EDs, KMP and executive team.

? Review matters related to voluntary retirement and early separation schemes for the Company.

? Provide guidelines for remuneration of Directors on material subsidiaries.

? Recommend to the Board how the Company will vote on resolutions for remuneration of Directors on the Boards of its material subsidiaries.

? Assist the Board in fulfilling its corporate governance responsibilities relating to remuneration of the Board, KMP and executive team members.

? Oversee familiarization programs for Directors.

? Review HR and People strategy and its alignment with the business strategy periodically, or when a change is made to either.

? Review the efficacy of HR practices, including those for leadership development, rewards and recognition, talent management and succession planning.

? Perform other activities related to the charter as requested by the Board from time to time.

A. Composition of the committee, meetings and attendance during the year:

There were Two Nomination and Remuneration Committee Meetings held during the financial year 2023-24 on 25.08.2023 & 19.02.2024.

Name	Designation	Category	No of Meetings held	No of Meetings attended
Mr. Rabindra Kumar Barik	Chairman	NED(I)	2	2
Ms. Maniza Khan	Member	NED(I)	2	2
Mr. Sanjay Kothapalli	Member	NED	2	2

 

17. Stakeholder’s relationship committee:

Terms of reference of the committee comprise of various matters provided under Regulation 20 of the Listing Regulations and section 178 of the Act, 2013 which inter-alia include:

(i) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

 

(ii) Proactively communicate and engage with stockholders including engaging with the institutional shareholders at least once a year along with members of the Committee/Board/ KMPs, as may be required and identifying actionable points for implementation.

 

(iii) Review of measures taken for effective exercise of voting rights by shareholders.

 

(iv) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

 

(v) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

The Committee comprises of 3 Directors out of which 2 are independent. In the financial year 2023-24, 4 meeting of the Committee were held on 30^th May, 2023, 11^th August 2023, 14^th November 2023 and 19^th February 2024. Composition of committees and member’s attendance at the meetings during the year are as under:

Name	Designation	Category	No of Meetings held	No of attended	Meetings
Ms. Maniza Khan	Chairperson	NED(I)	4	4
Mr. Rabindra Kumar Barik	Member	NED	4	4
Mr. Sanjay Kothapalli	Member	NED	4	4

 

18. Performance evaluation criteria for independent directors:

The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company’s business.

Policy:

1. The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company’s operations.

2. In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as:

? General understanding of the company’s business dynamics, global business and social perspective;

? Educational and professional background

? Standing in the profession;

? Personal and professional ethics, integrity and values;

? Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

 

2.1 The proposed appointee shall also fulfil the following requirements:

? shall possess a Director Identification Number;

? shall not be disqualified under the companies Act, 2013;

? shall endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

? shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

? shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

? Such other requirements as may be prescribed, from time to time, under the companies Act, 2013, SEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015 and other relevant laws.

3. Criteria of independence

3.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2 The criteria of independence shall be in accordance with guidelines as laid down in companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3.3 The independent Director shall abide by the "code for independent Directors "as specified in

Schedule IV to the companies Act, 2013.

4. Other directorships/ committee memberships

4.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The NR Committee shall take into account the nature of and the time involved in a director’s service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

4.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

4.3 A Director shall not serve as an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

4.4 A Director shall not be a member in more than 10 committees or act as chairman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder’s relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.

19. Name and designation of compliance officer:

Mr. Narasimham is the Company Secretary & Compliance Officer of the Company.

20. Details of complaints/requests received, resolved and pending during the year 2023-24:

Number of complaints	Number
Number of complaints received from the investors comprising non-receipt of securities sent for transfer and transmission, complaints received from SEBI / Registrar of Companies / Bombay Stock Exchange / National Stock Exchange /	0
SCORE and so on
Number of complaints resolved	0
Number of complaints not resolved to the satisfaction of the investors as on March 31, 2024	0
Complaints pending as on March 31, 2024	0
Number of Share transfers pending for approval, as on March 31, 2024	0

 

21. Pecuniary Relationship or Transactions of the Non-Executive Directors Vis-?-Vis The Listed Company:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

A. CRITERIA FOR MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS:

Policy:

1. Remuneration to Executive Director and key managerial personnel

1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall limit approved by the shareholders.

1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

1.3 The remuneration structure to the Executive Director and key managerial personnel shall include the following components: (i) Basic pay (ii) Perquisites and Allowances (iii) Stock Options (iv) Commission (Applicable in case of Executive Directors) (v) Retrial benefits (vi) Annual performance Bonus

1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

2. Remuneration to Non Executive Directors

2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non Executive Directors of the Company within the overall limits approved by the shareholders.

2.2 Non Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

3. Remuneration to other employees

3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

B. REMUNERATION TO DIRECTORS PAID DURING THE FINANCIAL YEAR 2023-24 AND OTHER DISCLOSURES:

Name of the Director	Salary(Rs)	Sitting fees(Rs)	Number of shares held	Service Contract s	Stock Option Details	Fixed Compon ent	Perform ance Based Incentive
Ms. Maniza Khan		10,000		--	--	--	--
Mr. Rabindra Kumar Barik		10,000		--	--	--	--
Mr. Sanjay Kotthapalli		10,000	--	--	--	--	--
Mr. Sukesh Kumar Sharma	9,00,000		--	--	--	--	--
Mr. Amit Bansal	24,00,000		--	--	--	--	--
Mr. Suresh Solanki	45,00,000		2,35,000	--	--	--	--

 

21. Independent directors’ meeting:

As per clause 7 of the schedule IV of the Companies Act (Code for Independent Directors), a separate meeting of the Independent Directors of the Company (without the attendance of Non-Independent directors) was held on 13.02.2023, to discuss:

1. Evaluation of the performance of Non-Independent Directors and the Board of Directors as whole;

2. Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors of the Company were present at the meeting.

As required under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the company regularly familiarizes Independent Directors with the Company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc. The details of the familiarization program is given at company’s website (www.krrailengg.com/ Investor Relations).

viii) Remuneration policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities should and individual performance.

Policy for selection of directors and determining directors’ independence:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

2.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Remuneration policy for Directors, key managerial personnel and other employees:

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a director appointed to the Board of the company. 2.2 "Key Managerial Personnel" means

(i) The Chief Executive Office or the Managing Director or the Manager; (ii) The Company Secretary; (iii) The Whole-Time Director; (iv) The Chief Finance Officer; and (v) Such other office as may be prescribed under the companies Act, 2013

2.3"Nomination and Remuneration committee" means the committee constituted by Board in accordance with the provisions of section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

22. Non-executive directors’ compensation and disclosures:

None of the Independent/Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

 

23. Outstanding GDR/ADR/Warrants or any convertible instruments, conversion date and likely impact on equity:

The Company has allotted 34,59,976 convertible Share Warrants at Rs.53.70/- per warrant to the Promoters and Non-Promoters has approved by Board in their meeting held as on 02nd May, 2023.

The Company has allotted 22,17,459 convertible Share Warrants at Rs.53.70/- per warrant to the Promoters and Non-Promoters has approved by Board in their meeting held as on 28^th August, 2023.

The Company has 62,03,817 outstanding convertible Share Warrants as at the end of the financial year 2023-24.

24. Number of shares and convertible instruments held by nonexecutive directors:

None of the Non-executive Directors hold equity shares or convertible instruments of the Company.

25. Disclosure of commodity price risks and commodity hedging activities: The Company has no hedging of any commodities at present.

26. Details on general body meetings:

A. Location, date and time of last three AGMs and special resolutions there at as under:

Financial Year	Date	Time	Location	Special / Ordinary Resolution
2022-23	30.09.2023	10.00 AM	3rd Floor, Sai Krishna, Plot No.797 A, Road No.36, Jubilee Hills, Hyderabad, Telangana, 500033	2 Ordinary Resolution & 1 Special Resolutions
2021-22	30.11.2022	2.00 PM	12-5-32/8, Bhatukammakunta Vijapuri, South Lallaguda Secunderabad Hyderabad TG 500017	5 Ordinary Resolutions & 3 Special Resolutions
2020-21	30.09.2021	2.00 PM	12-5-32/8, Bhatukammakunta Vijapuri, South Lallaguda Secunderabad Hyderabad TG 500017	3 Ordinary Resolutions & 1 Special Resolutions

 

 

B. Location, date and time of EGM held during F.Y.2023-24 and special resolutions there at as under:

Extraordinary General Meeting of the Company was held as on 08th January, 2024 for Appointment of statutory auditor to fill the casual vacancy caused by resignation:

27. Passing of Resolutions By Postal Ballot

There were no resolutions passed by the Company through Postal Ballot during the financial year 2023-24.

28. Means Of Communication:

Effective communication of information is an essential component of Corporate Governance. It is a process of sharing information, ideas, thoughts, opinions and plans to all stakeholders which promotes management-shareholder relations. The Company regularly interacts with Members through multiple channels of communication such as results announcement, annual report, media releases, Company’s website and subject specific communications.

The quarterly, half yearly and annual results of the Company’s performance are published in leading newspapers such as Business Standard and Navatelangana. These results are also made available on the website of the Company https:// www.krrailengg.com/investor-relations/ quarterly-results/. The website also displays vital information relating to the Company and its performance, official press releases and presentation to analysts.

All price sensitive information and matters that are material to Members are disclosed to the respective Stock Exchanges where the securities of the Company are listed. The Quarterly Results,

Shareholding Pattern and all other corporate communication to the Stock Exchanges are filed through NSE Electronic Application Processing System (NEAPS) and BSE Listing Centre, for dissemination on their respective websites. The stock exchange filings are also made available on the website of the Company https:// www.krrailengg.com.

29. General shareholder information:

A. Annual general meeting:

The 41^st Annual General Meeting of the Company will be held as per the following schedule:

Day	Monday
Date	30.09.2024
Time	10.00 AM
Venue	Through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM’). The
	AGM shall be deemed to be held at 3rd Floor, Sai Krishna, Plot No.797 A, Road
	No.36, Jubilee Hills, Hyderabad, Telangana, 500033

 

B. Financial Year Calendar 2024-25 (Tentative Schedule)

The financial calendar (tentative) shall be as under:

Financial Year	2024-25
First Quarterly Results	14.08.2024
Second Quarterly Results	14.11.2024
Third Quarterly Results	14.02.2025
Fourth Quarterly Results	29.05.2025
Annual General Meeting for	30.09.2025
year ending 31st March, 2025

 

C. Dividend Payment Date: No Dividend was declared during the Financial Year 2023-24.

 

D. Listing on stock exchanges & address:

The equity shares of the Company are listed on Bombay Stock Exchange Limited (BSE). The Company has paid the listing fees for the year 2023-24 to both the Stock Exchanges.

BSE Limited

KR RAIL

Address: BSE Limited

 

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001.

E. Stock Market Price Data: BSE Limited

Bombay Stock Exchange (BSE)
Month	Open Price	High Price	Low Price	Close Price
Apr 23	410	410.05	341.7	361.1
May 23	353.9	544	350.05	501.95
Jun 23	509.95	520	466.15	496.3
Jul 23	500	607.7	438.8	598.2
Aug 23	573.05	621	551.3	597.35
Sep 23	611.6	835	566	752.4
Oct 23	786.3	863.35	700	728.5
Nov 23	714	789	700.1	741.75
Dec 23	728	762.5	661	716
Jan 24	728.45	799	680	781.15
Feb 24	781	800	642.55	674.25
Mar 23	650.05	683.95	507.2	546.9

 

F. Performance in comparison to Board based indices:

G. Registrar and share transfer agents:

M/s. Aarthi Consultants Private Limited

Address: 1-2-285, Domalguda, Hyderabad 500 029 Phone: 040-27638111, 27634445 Email: info@aarthiconsultants.com

 

H. Share transfer system:

The transfers are normally processed within 10-12 days from the date of receipt, if the documents are complete in all respects. The Company Secretary has been empowered to approve the transfer of shares.

Effective April 1, 2019, SEBI has amended Regulation 40 of the SEBI Listing Regulations, which deals with transfer, transmission or transposition of securities. According to this amendment, the requests for effecting the transfer of listed securities shall not be processed unless the securities are held in dematerialised form with a Depository. Therefore, for effecting any transfer, the securities shall mandatorily be required to be in demat form.

Shares received for transfer by the Company or its Registrar and Share Transfer Agent in physical mode are processed and all valid transfers are approved. The share certificate(s) is/are duly transferred and dispatched within a period of 15 days from the date of receipt.

According to SEBI, this amendment will bring the following benefits:

? It shall curb fraud and manipulation risk in physical transfer of securities by unscrupulous entities.

? Transfer of securities only in demat form will improve ease, convenience and safety of transactions for investors.

I. Distribution of Shareholding as on 31st March, 2024:

CATEGORY	NUMBER OF SHAREHOLDERS	%	AMOUNT	%
1 5000	20536	98.83	6397990	3.02
5001 10000	88	0.42	640670	0.3
10001 20000	34	0.16	510930	0.24
20001 30000	19	0.09	478900	0.23
30001 40000	9	0.04	317360	0.15
40001 50000	7	0.03	312670	0.15
50001 100000	22	0.11	1695200	0.8
100001 and above	65	0.31	201350570	95.11
	20780	100	211713290	100

 

 

J. Dematerialisation & liquidity of shares:

KR Rail Shares are tradable in Electronic Form. The Company has established electronic connectivity through Aarthi Consultants Private Limited with both the depositories, National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The International Securities Identification Number (ISIN) allotted to our shares under the Depository System is INE078T01026. As on March 31, 2024 98.48% of the shares were held in Dematerialised form and the rest in physical form.

Particulars	No. of Shares	% Share Capital
NSDL	1,79,42,626	54.39
CDSL	27,26,178	8.26
PHYSICAL	5,02,525	1.52
Total	2,11,71,329	64.18

 

Reason for such difference in the % of share capital is because the company had made an allotment of 22,17,459 equity shares on October 03, 2023, upon the conversion of warrants into equity shares. The listing approvals is awaited from BSE.

We request the shareholders whose shares are held in physical mode to dematerialize the shares and update their bank accounts with the depository participants.

K. Book closure date:

The date of Book Closure for the purpose of Annual General Meeting and determining the shareholders’ entitlement for dividend shall be from 24.09.2024 to 30.09.2024 (both days inclusive).

L. Electronic connectivity:

Demat ISIN Number: INE078T01026

M. National Securities Depository Limited

Trade World, Kamala Mills Compound Senapati Bapat Marg, Lower Parel Mumbai 400 013.

N. Central Depository Services (India) Limited

Marathon Futurex, A-Wing, 25th floor,

NM Joshi Marg, Lower Parel, Mumbai 400013

O. Shareholding Pattern as on 31st March, 2024:

S. No.	CATEGORY OF SHAREHOLDER	No. of shares held	Percentage of shareholding
(A)	PROMOTER AND PROMOTER GROUP
(1)	INDIAN:
(a)	Individual	51,13,365	24.15
(b)	Others	67,03,515	31.66
	Sub-Total A(1) :	1,18,16,880	55.81
(2)	FOREIGN:	--
(a)	Individuals	--
	Sub-Total A(2) :	--
	Total A=A(1)+A(2)	1,18,16,880	55.81
(B)	PUBLIC SHAREHOLDING
(1)	INSTITUTIONS:
(a)	Financial Institutions /Banks	--
(b)	Foreign Institutional Investors	--
	Sub-Total B(1) :	--
(2)	NON-INSTITUTIONS:
(a)	Bodies Corporate	6,29,902	2.97
(b)	Individuals	86,80,048	40.99
	Sub-Total B(2) :	93,09,950	43.96
(C)	OTHERS:
(1)	HUF	23,069	0.10
(2)	EMPLOYEES	--
(3)	CLEARING MEMBERS	--
(4)	FOREIGN BODIES	--
(5)	FOREIGN NATIONALS	--
(6)	CORPORATE BODY - OTHERS	--
(7)	NON RESIDENT INDIANS	21,080	0.10
(8)	TRUSTS	--
	Sub-Total C:	44,149	0.20
	Total B=B(1)+B(2) :	93,09,950	43.97
	Total (A+B) :	2,11,26,830	99.79
	GRAND TOTAL (A+B+C) :	2,11,70,979	100

 

 

P. Disclosures:

A. Materially Significant Related Party Transactions

During the year under review, the Company had not entered in to any materially significant transaction with any related party that may have potential conflict with the interests of the Company at large. The Audit Committee has issued omnibus approval for the Related party transactions with in the limits. Transactions with the Related Parties as required under Ind AS are disclosed in Note No.35 of the standalone financial statements forming part of this Annual Report.

B. Compliances

No Penalties were imposed during the period under Report.

C. Whistle Blower Policy (Set up in terms of Sec 177 of the Companies Act, 2013 read with

Regulation 22 of SEBI LODR Regulations, 2015)

With a view to adopt the highest ethical standards in the course of business, the Company has a whistle blower policy in place for reporting the instances of conduct which are not in conformity with the policy. Directors, employees, vendors or any person having dealings with the Company may report non compliance to the Chairman of the Audit Committee, who reviews the report. Confidentiality is maintained of such reporting and it is ensured that the whistle blowers are not subjected to any discrimination. No person was denied access to the Audit Committee.

D. Details of compliance with mandatory requirements and adoption of the non- mandatory requirements:

The Company has complied with the mandatory requirements of SEBI (LODR) Regulations, 2015 and is in the process of implementation of non mandatory requirements.

E. Policy on Material Subsidiaries

In terms of Regulation 34(3) of the SEBI (LODR) Regulations, 2015 the Board of Directors of the Company has adopted a policy with regard to determination of material subsidiaries. The policy is placed on the Company’s website: www.krrailengg.com

F. Policy on Related Party Transactions

The Policy on dealing with Related Party Transactions is available on the Company’s website: www.krrailengg.com

G. Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A) etc.,

During the year ended 31st March 2024, there were no proceeds from public issues, rights issues, preferential issues etc.

H. None of the Directors of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India or the Ministry of Corporate Affairs or any such statutory authority. A Certificate to this effect, duly signed by the Practicing Company Secretary is annexed to this Report.

I. Recommendations of Committees of the Board

There were no instances during the financial year 2023-24 wherein the Board had not accepted the recommendations made by any Committee of the Board.

J. Total fee for all services paid by the listed entity and its subsidiaries on a consolidated basis, to the statutory auditor and all entities in the network firm/ network entity of which the statutory auditor is a part;

Payment to Auditors	Amount in Rs. (INR)
Statutory Audit fees including limited review	5,00,000/-
Certification & other attest services	1,00,000/-
Non audit services	--
Outlays and Taxes	--
Total	6,00,000

 

K. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013:

The Company has established an appropriate mechanism for dealing with complaints in relation to Sexual Harassment of Women at Workplace, in accordance with its Policy on Prevention of Sexual

Harassment at Workplace (‘POSH’) which is available on the website of the Company. There was on Complaints received during the financial year.

Non-compliance of any requirement of Corporate Governance Report of sub-paras (2) to (10) of Schedule-V:

The company has complied with the requirement of Corporate Governance Report of sub paras (2) to (10) of Schedule V of the Securities Exchange Board of India (LODR) Regulations, 2015.

L. Adoption of discretionary requirements as specified in Part E of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

With regard to discretionary requirements, the Company has adopted clauses relating to the internal auditor directly reporting to the Audit Committee.

M. The Disclosures of the compliance with Corporate Governance requirements specified in

Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 are as follows:

Regulation	Particulars of Regulations	Compliance status
		(Yes/No)
17	Board of Directors	Yes
18	Audit Committee	Yes
19	Nomination and Remuneration Committee	Yes
20	Stakeholders Relationship Committee	Yes
21	Risk Management Committee	Yes
22	Vigil mechanism	Yes
23	Related Party Transactions	Yes
24	Corporate Governance requirement with respect to subsidiary of listed entity	Yes
25	Obligations with respect to Independent Directors	Yes
26	Obligation with respect to Directors and senior management	Yes
27	Other Corporate Governance requirements	Yes. Regulation 46(2)(b) to (i) Functional Website

 

N. Disclosure with respect to Demat suspense account/unclaimed suspense account

There are no instances with respect to Demat suspense account/unclaimed suspense account.

O. Compliance with SEBI (listing obligations and disclosure requirements) regulations, 2015:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the

Company has framed the following policies which are available on Company’s website i.e. www.krrailengg.com

? Board Diversity Policy

? Policy on preservation of Documents

? Policy for Materiality.

P. Code of Conduct

The Board of Directors has laid down a ‘Code of Conduct’ (code) for all the Board members and the Senior Management of the Company and this code is posted on the website of the company. Annual declaration is obtained from every person covered by the code. The Company has a comprehensive Code of Conduct for prevention of insider trading in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Board has formulated a Code of Conduct to regulate, monitor and report trading by insiders and the Board has also adopted a code of practices and procedures for fair disclosure of un published price sensitive information, in order to align the same with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

Q. Disclosure of Accounting Treatment

The Company has complied with the appropriate accounting policies and has ensured that they have been applied consistently. There have been no deviations from the Indian Accounting Standards prescribed under section 133 of the Companies Act, 2013 read with relevant rules.

R. Non-Executive Directors? Compensation and Disclosures

None of the Independent / Non Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

S. CEO/ CFO Certification

In terms of regulation 17(8) of the Listing Regulations, the CFO made a certification to the Board of Directors which has been reviewed by the Audit Committee and taken on record by the Board and enclosed as Annexure-I to this Annual Report.

For and on behalf of the Board of Directors

K&R Rail Engineering Limited