To the Members,
K&R Rail Engineering Limited Hyderabad, Telangana, India
The Board of Directors hereby submits the report of the business and operations of your
Company ('the Company' or 'KRRAIL') along with the audited Financial statement for the
financial Year ended March 31, 2025. The Consolidated performance of the Company and its
subsidiaries has been referred to where required.
1. Financial summary/highlights:
The performance during the period ended 31 st March, 2025 has been as under:
(Amount in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Turnover/Income (Gross) |
64002.12 |
61223.31 |
69639.17 |
66240.58 |
| Other Income |
69.75 |
347.64 |
82.26 |
350.03 |
| Profit/loss before Depreciation, Finance Costs, Exceptional
items and Tax Expense |
1,100.32 |
1,462.14 |
1,218.6 |
1,591.26 |
| Less: Depreciation/ Amortisation/ Impairment |
326.62 |
330.01 |
326.73 |
330.22 |
| Profit /loss before Finance Costs, Exceptional items and Tax
Expense |
773.7 |
1,132.13 |
891.97 |
1,261.04 |
| Less: Finance Costs |
68.95 |
136.82 |
83.48 |
167.29 |
| Profit /loss before Exceptional items and Tax Expense |
704.75 |
995.31 |
808.49 |
1093.75 |
| Add/(less): Exceptional items |
40.71 |
0.00 |
40.71 |
0.00 |
| Profit /loss before Tax Expense |
745.46 |
995.31 |
849.19 |
1093.75 |
| Less: Tax Expense (Current & Deferred) |
198.29 |
-283.42 |
229.24 |
-315.29 |
| Profit /loss for the year (1) |
547.17 |
711.89 |
619.95 |
778.46 |
| Other Comprehensive Income/loss (2) |
0 |
0 |
(1.04) |
(2.46) |
| Total Comprehensive Income/loss (1+2) |
547.17 |
711.89 |
618.91 |
776.00 |
| Balance of profit /loss for earlier years |
- |
-- |
-- |
-- |
| Less: Transfer to Debenture Redemption Reserve |
- |
-- |
-- |
-- |
| Less: Transfer to Reserves |
-- |
-- |
-- |
-- |
| Less: Dividend paid on Equity Shares |
-- |
-- |
-- |
-- |
| Less: Dividend paid on Preference Shares |
-- |
-- |
-- |
-- |
| Less: Dividend Distribution Tax |
-- |
-- |
-- |
-- |
| Balance carried forward |
-- |
-- |
-- |
-- |
2. Overview & state of the company's affairs:
Revenues - Standalone
During the year under review, the Company has recorded an income of Rs. 64002.12 Lakhs
and profit of Rs. 547.17 Lakhs as against the income of Rs. 61223.31 Lakhs and profit of
Rs. 526.68 Lakhs in the previous financial year ending 31.03.2024.
Revenues - Consolidated
During the year under review, the Company has recorded an income of Rs. 69639.17 Lakhs
and profit of Rs. 618.91 Lakhs as against the income of Rs. 66240.58 Lakhs and profit of
Rs. 778.46 Lakhs in the previous financial year ending 31.03.2023.
The Company is looking forward for good profit margins in near future.
3. Dividend:
Keeping the Company's growth plans in mind, your directors have decided not to
recommend dividend for the year.
4. Transfer to reserves:
Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company
has not proposed to transfer any amount to general reserves account of the company during
the year under review.
5. Investor Relations:
The Company continuously strives for excellence in its Investor Relations engagement
with International and Domestic investors through structured conference-calls and periodic
investor/analyst interactions like individual meetings, participation in investor
conferences, quarterly earnings calls and analyst meet from time to time. The Company
ensures that critical information about the Company is available to all the investors, by
uploading all such information on the Company's website.
6. Material changes & commitment affecting the financial position of the
company:
There have been no material changes and commitments affecting the financial position of
the Company which have occurred during the end of the Financial Year of the Company to
which the financial statements relate and the date of the report.
7. Significant & material orders passed by the regulators or courts or
tribunals:
No significant or material orders have been passed against the Company by the
Regulators, Courts or Tribunals, which impacts the going concern status and company's
operations in future.
8. Transfer of un-claimed dividend to Investor Education and Protection:
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
9. Details of Nodal Officer:
The Company has designated Mr. Sanjay Kotthapalli, Non-Executive Director of the
Company as Nodal Officer for the purpose of IEPF.
10. Investor Education and Protection Fund (IEPF):
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules") read with the relevant circulars and amendments thereto, the amount of
dividend remaining unpaid or unclaimed for a period of seven years from the due date is
required to be transferred to the Investor Education and Protection Fund
("IEPF"), constituted by the Central Government. However, the company does not
have any un-paid or un claimed dividend in the Past to be transferred to IEPF.
11. Revision of financial statements:
There was no revision of the financial statements for the year under review.
12. Change in the nature of business, if any:
The Company has not undergone any change in the nature of business during the FY
2024-25.
13. Deposits from public:
The Company has not accepted any public deposits during the Financial Year ended March
31, 2025 and as such, no amount of principal or interest on public deposits was
outstanding as on the date of the balance sheet and hence, there has been no noncompliance
with the requirements of the Act.
14. Depository System:
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that
the transfer, except transmission and transposition, of securities shall be carried out in
dematerialized form only with effect from 1st April 2019. In view of the numerous
advantages offered by the Depository system as well as to avoid frauds, members holding
shares in physical mode are advised to avail of the facility of dematerialization from
either of the depositories. The Company has, directly as well as through its RTA, sent
intimation to shareholders who are holding shares in physical form, advising them to get
the shares dematerialized.
15. Subsidiary companies:
Your Company has one subsidiary namely Robsons Engineering & Construction Private
Limited as on March 31,2025.
In accordance with Section 129(3) of the Act, Consolidated Financial Statements have
been prepared which form part of this Annual Report. As required under Section 129(3) of
the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing
the salient features of the financial statements of the subsidiary in the prescribed form
AOC-1 is enclosed as Annexure - B to this Report.
In accordance with Section 136 of the Act, the separate audited accounts of the
subsidiary company will be available on the website of the Company, www.krrailengg.com and
the Members desirous of obtaining the accounts of the Company's subsidiary may obtain the
same upon request. These documents will be available for inspection by the members, till
the date of AGM during business hours at registered office of the Company.
The Policy for determining Material Subsidiaries, adopted by your Board, in conformity
with the SEBI Listing Regulations can be accessed on the Company's website at www.krrailengg.com
16. Companies which have become or ceased to be subsidiaries:
During the FY 2024-25, there was no change in subsidiaries. For further analysis on the
consolidated performance, the attention is invited to the section on Management Discussion
and Analysis and notes to the consolidated financial statements.
Event after the Balance Sheet date
During the FY 2025-26 there is a dissolution of K&R Global LLC -FZ Dubai (UAE), a
wholly owned subsidiary. - we hereby inform you that the Board of Directors of the
Company, at its meeting held today, i.e., July 21, 2025, has approved the proposal for the
dissolution of K&R Global LLC - FZ, a wholly-owned subsidiary of the Company in Dubai
(UAE), as per the applicable laws of Dubai (UAE). The said subsidiary is a dormant,
non-functional, and non-material subsidiary, and has not had any business operations since
its incorporation. Accordingly, it is no longer feasible to continue the business of the
said subsidiary. Consequently, K&R Global LLC -FZ Dubai (UAE) has ceased to exist as a
company and as such as a subsidiary of the Company.
17. Investment in subsidiary:
During financial year 2024-25, the Company had not infused any capital in Subsidiary
Companies.
18. Independent director's familiarization programmes:
Independent Directors are familiarized about the Company's operations, businesses,
financial performance and significant development so as to enable them to take well-
informed decisions in timely manner. Interaction with the Business heads and key
executives of the Company is also facilitated. Detailed presentations on important
policies of the Company are also made to the directors. Direct meetings with the
Chairperson are further facilitated to familiarize the incumbent Director about the
Company/its businesses and the group practices.
The details of familiarisation programme held in FY 2024-25 are also disclosed on the
Company's website and its web link is http:// www.krrailengg.com
19. Board Evaluation
Performance of the Board and Board Committees was evaluated on various parameters such
as structure, composition, diversity, experience, corporate governance competencies,
performance of specific duties and obligations, quality of decisionmaking and overall
Board effectiveness. Performance of individual Directors was evaluated on parameters such
as meeting attendance, participation and contribution, engagement with colleagues on the
Board, responsibility towards stakeholders and independent judgement.
All the Directors participated in the evaluation process. The results of evaluation
were discussed in the Board meeting held in 29 th January 2025. The Board discussed the
performance evaluation reports of the Board, Board Committees, Individual Directors. The
Board upon discussion noted the suggestions / inputs of the Directors. Recommendations
arising from this entire process were deliberated upon by the Board to augment its
effectiveness and optimize individual strengths of the Directors.
The detailed procedure followed for the performance evaluation of the Board, Committees
and Individual Directors is enumerated in the Corporate Governance Report.
20. Meetings of the Board:
During the year, 08 (Eight) meetings of the Board of Directors of the Company were
convened and held in accordance with the provisions of the Act. The date(s) of the Board
Meeting, attendance by the directors is given in the Corporate Governance Report forming
an integral part of this report.
21. Committees of the Board:
There are various Board constituted Committees as stipulated under the Act and Listing
Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders
Relationship and CSR Committee. Brief details pertaining to composition, terms of
reference, meetings held and attendance thereat of these Committees during the year have
been enumerated in Corporate Governance Report forming part of this Annual Report.
22. Audit Committee Recommendations:
During the year, all recommendations of Audit Committee were approved by the Board of
Directors.
23. Directors and key managerial personnel:
As on date of this report, the Company has Six Directors, out of which two are
Independent Directors including one Woman Independent Director.
a) Appointment/Re-appointment of Directors of the Company:
In accordance with the provisions of the companies Act, 2013 and Articles of
Association of the company Mr. Shaik Suhail Nasir, Executive Director, retire by rotation
and being eligible, offers himself for re-appointment.
In accordance with the provisions of the companies Act, 2013, Articles of Association
of the company and Regulation 30 of the SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015, Mr. Amit Bansal (DIN: 06750775), as Executive Director of
the Company for a period of five (5) years with effect from April 01, 2025 to March
31,2030, subject to the approval of the Shareholders.
b) Resignation / Cessation of Directors of the Company:
During the Year Mr. Suresh Solanki (DIN: 09462065) was resigned as Director (Executive
- Non Independent) with effect from 13th April, 2024.
During the year, Mr. Shaik Suhail Nasir (DIN: 06866848) was appointed as Director
(Executive - Non Independent) with effect from 13th April 2024.
During the Year Mr. Rabindra Kumar Barik, Non-Executive & Independent Director, has
completed his second and final term of 5 (five) consecutive years as an Independent
Director of the Company and consequently has ceased to be Independent Director of the
Company w.e.f. July 21,2025.
During the Year Mrs. Maniza Khan, Non-Executive & Independent Director, has
completed his second and final term of 5 (five) consecutive years as an Independent
Director of the Company and consequently has ceased to be Independent Director of the
Company w.e.f. 31st March, 2025.
During the year, Mrs. Rahmath Unnisa (DIN: 10945055) was appointed as Director (Non
Executive - Independent) with effect from 01st April 2025.
During the year, Ashwani Kumar Soni (DIN: 11194767), was appointed as Director (Non
Executive - Independent) with effect from 01st July 2025.
c) Appointment / Cessation of Key Managerial Personnel
During the Year Mr. Chandrakant, Company secretary cum compliance officer of the
company was resigned with effect from 30.04.2024.
During the Year Mr. Narasimham, Company secretary cum compliance officer of the company
was appointed with effect from 04.05.2024.
d) Key Managerial Personnel:
Key Managerial Personnel for the financial year 2024-25
- Mr. Shaik Suhail Nasir, Executive Director.
- Mr. Sanjay kothapalli, Non-Executive - Non Independent Director
- Mr. Sukesh Kumar Sharma, Executive Director
- Mr. Amit Bansal, Executive Director.
- Mr. Kulkarni Prahallada Rao, Chief financial officer.
- Mrs. Rahmath Unnisa, Non-Executive & Independent Director.
- Mr. Ashwani Kumar Soni, Non-Executive - Independent Director.
- Mr. Narasimhan Mangavally, Company Secretary & Compliance Officer of the Company.
24. Statutory audit and auditors report:
The members of the Company at their Annual General Meeting held on 30th September, 2024
have appointed M/s J Singh & Associates, as statutory auditors of the Company to hold
office until the conclusion of 46th Annual General meeting of the Company.
The Auditors' Report for fiscal year 2024-2025 does not contain any qualification,
reservation or adverse remark. The Auditors' Report is enclosed with the financial
statements in this Annual Report. The Company has received audit report with unmodified
opinion for both Standalone and Consolidated Audited Financial Results of the Company for
the Financial Year ended March 31, 2025 from the statutory auditors of the Company.
The Auditors have confirmed that they have subjected themselves to the peer review
process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate
issued by the Peer Review Board of the ICAI.
25. Internal audit:
Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts)
Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and
its Powers) Rules, 2014; during the year under review, the Internal Audit of the functions
and activities of the Company was undertaken by M/S M G S REDDY & Co., the Internal
Auditor of the Company.
Deviations if any, are reviewed periodically and due compliance was ensured. Summary of
Significant Audit Observations along with recommendations and its implementations are
reviewed by the Audit Committee and concerns, if any, are reported to the Board. There
were no adverse remarks or qualification on accounts of the Company from the Internal
Auditor.
26. Secretarial Audit & Audit Report:
In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of
the Audit Committee, the Board of Directors had appointed Mr. Sanjeev Dabas Practicing
Company Secretary (CP No. 24418) as the Secretarial Auditor of the Company, for conducting
the Secretarial Audit for financial year ended March 31, 2025.
The Secretarial Audit was carried out by Mr. Sanjeev Dabas Practicing Company Secretary
(CP No. 24418) for the financial year ended March 31, 2025. The Report given by the
Secretarial Auditor is annexed herewith as Annexure-L and forms integral part of this
Report.
The Secretarial Audit Report does not contain any qualification, reservation nor
adverse remark.
27. Annual Secretarial Compliance Report:
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with
Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual
Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI
Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance
Report dated May 30, 2025, was given by Mr. Sanjeev Dabas, Practicing Company Secretary
which was submitted to Stock Exchanges within 60 days of the end of the financial year.
28. Cost records and cost audit:
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act, are not applicable for the business activities
carried out by the Company.
29. No Frauds reported by statutory auditors:
During the Financial Year 2024-25, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3) (ca) of the Companies Act, 2013.
30. Disclosure of Interest by Director:
The directors disclosed their concern or interest in any company or companies or bodies
corporate (including shareholding interest), firms or other association of individuals, as
specified in Section 184 of the Act read with Rule 14 of Companies (Meeting of Board and
it's Powers) Rules, 2014.
31. Declaration by the Company:
None of the Directors of the Company are disqualified for being appointed as Directors
as specified in Section 164 (2) of the Act read with Rule 14 of Companies (Appointment and
Qualifications of Directors) Rules, 2014.
32. Conservation of energy, technology absorption and foreign exchange outgo:
The required information as per Sec. 134(3)(m) of the Companies Act 2013 is provided
hereunder and Rule 8 of Companies (Accounts) Rules, 2014:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been taken
to conserve energy wherever possible by using energy efficient computers and purchase of
energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
1. Foreign Exchange Earnings: Nil
2. Foreign Exchange Outgo: Nil
33. Management discussion and analysis report:
Management discussion and analysis report for the year under review as stipulated under
Regulation 34(2)(e) read with schedule V, Part B of SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed
herewith as Annexure- G to this report.
34. Risk management policy:
The Board of Directors had constituted Risk Management Committee to identify elements
of risk in different areas of operations and to develop policy for actions associated to
mitigate the risks. The Committee is responsible for reviewing the risk management plan
and ensuring its effectiveness. The major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continual basis.
35. Corporate governance:
Your Company has taken adequate steps to ensure compliance with the provisions of
Corporate Governance as prescribed under the Listing Regulations. A separate section on
Corporate Governance, forming a part of this Report and the requisite certificate from the
Company's Auditors confirming compliance with the conditions of Corporate Governance is
attached to the report on Corporate Governance.
36. Annual Return:
Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 is also
available on the Company's website URL: www.krrailengg.com
37. Authorised and paid-up capital of the company:
The Authorised capital of the company stands at Rs. 45,00,00,000 (Rupees Forty-Five
Crores only) divided into Rs. 30,85,00,000 (Rupees Thirty Crores and Eighty-Five Lakhs
Only) divided into 3,08,50,000 (Three Crores Eight Lakhs and Fifty Thousand) Equity Shares
of Rs. 10/- each, and Rs.14,15,00,000 (Rupees Fourteen Crores and Fifteen Lakhs Only)
divided into 1,41,50,000 (One Crore Forty-one Lakhs and Fifty Thousand) 7% Optionally
Convertible Redeemable Preference Shares of Rs.10/- each.
38. Declaration of independence:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with both the criteria of independence as prescribed under
sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b)
read with Regulation 25 of the Listing Regulations.
In compliance with Rule 6 of Companies (Appointment and Qualification of Directors)
Rules, 2014, all the PIDs of the Company have registered themselves with the India
Institute of Corporate Affairs (IICA), Manesar and have included their names in the
databank of Independent Directors within the statutory timeline.
The Independent Directors have also confirmed that they have complied with Schedule IV
of the Act and the Company's Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors
have confirmed that they are not aware of any circumstance or situation, which exists or
may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgement and without any external influence.
During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors
and Committee(s).
39. Director's Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, confirm that for the financial year ended March 31,
2025:
a) in the preparation of the annual accounts for the financial year ended 31 March
2025, the applicable accounting standards and schedule III of the Companies Act, 2013 have
been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of your Company as on 31 March 2025 and of the profit
and loss of the Company for the financial year ended 31 March 2025;
c) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a going concern basis;
e) Proper internal financial controls laid down by the Directors were followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws were
followed and that such systems were adequate and operating effectively.
40. Vigil Mechanism/Whistle Blower Policy:
The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to
Regulation 22 of the Listing Regulations and Section 177(10) of the Act, enabling
stakeholders to report any concern of unethical behaviour, suspected fraud or violation.
The said policy inter-alia provides safeguard against victimization of the Whistle
Blower. Stakeholders including directors and employees have access to the Managing
Director & CEO and Chairperson of the Audit Committee.
During the year under review, no stakeholder was denied access to the Chairperson of
the Audit Committee.
The policy is available on the website of the Company at www.krrailengg.com
41. Corporate social responsibility policy:
Since your Company has a net profit of exceeding Rs. 5 Cr for the financial year
202324, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility
is applicable and hence the Company has adopted Corporate Social Responsibility Policy
which is placed on website of the Company www.krrailengg.com
42. Secretarial Standards:
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and such systems are adequate and operating effectively. During the year under review, the
Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2,
relating to "Meetings of the Board of Directors" and "General
Meetings", respectively.
43. Insurance:
The properties and assets of your Company are adequately insured.
44. Particulars of Loans, Guarantees or Investments
During the year under review, the Company has given any loans, guarantees and
investments to Robsons Engineering & Constructions Private Limited (a Subsidiary
Company). Details of loans, guarantees and investments covered under the provisions of
Section 186 of the Act are given in the notes to the financial statements.
45. Internal Financial Control Systems:
Your Company has well laid out policies on financial reporting, asset management,
adherence to Management policies and also on promoting compliance of ethical and
well-defined standards. The Company follows an exhaustive budgetary control and standard
costing system. Moreover, the management team regularly meets to monitor goals and results
and scrutinizes reasons for deviations in order to take necessary corrective steps. The
Audit Committee which meets at regular intervals also reviews the internal control systems
with the Management and the internal auditors.
The internal audit is conducted at the Company and covers all key areas. All audit
observations and follow up actions are discussed with the Management as also the Statutory
Auditors and the Audit Committee reviews them regularly.
46. Related Party Transactions:
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of business. During the financial year
2024-25, there were no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large.
The summary statement of transactions entered into with the related parties pursuant to
the omnibus approval so granted are reviewed & approved by the Audit Committee and the
Board of Directors on a quarterly basis. The summary statements are supported by an
independent audit report certifying that the transactions are at an arm's length basis and
in the ordinary course of business.
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014.
47. Policy on director's appointment and remuneration:
In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the
Companies Act, 2013, the Board of Directors upon recommendation of the Nomination and
Remuneration Committee approved a policy on Director's appointment and remuneration,
including, criteria for determining qualifications, positive attributes, independence of a
Director and other matters. The said Policy extract is covered in Corporate Governance
Report which forms part of this Report and is also uploaded on the Company's website at
www.krrailengg.com
48. Particulars of Employees and related Disclosure:
Disclosure pertaining to remuneration and other details as required under section 197
of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-D to this
Report.
The Statement containing the particulars of employees as required under section 197(12)
of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is provided in a separate annexure forming part of this report. Further,
the report and the accounts are being sent to the members excluding
During the year none of the employees is drawing a remuneration of Rs.1,02,00,000/- and
above per annum or Rs.8,50,000/- per month and above in aggregate per month, the limits
specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
49. Implementation of Corporate Action
During the year under review, the Company has complied with the specified time limit
for implementation of Corporate Actions.
50. Shares transferred to investor education and protection fund:
No shares were transferred to the Investor Education and Protection Fund during the
year under review.
51. Ratio of remuneration to each director:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the
Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the
Companies Act, 2013 the ratio of remuneration of Mr. Amit Bansal, Whole Time Director of
the Company to the median remuneration of the employees is 12: 6_ and of Mr. Mr K R
Prahlada Rao, CFO of the Company is 6:1.
52. 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.
53. Industry based disclosures as mandated by the respective laws governing the
company:
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures
is not required.
54. Failure to implement corporate actions:
During the year under review, no corporate actions were done by the Company
55. Corporate insolvency resolution process initiated under the insolvency and
bankruptcy code, 2016.
No corporate insolvency resolution processes were initiated against the Company under
the Insolvency and Bankruptcy Code, 2016, during the year under review.
56. Details of difference between valuation amount on one time settlement and
valuation while availing loan from banks and Financial institution
During the year under review, there has been no one time settlement of loans taken from
banks and financial institutions
57. Policies:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated
the formulation of certain policies for all listed companies. All the policies are
available on our website (https://www.krrailengg.com/investors/ policies). The policies
are reviewed periodically by the Board and updated based on need and new compliance
requirement.
| Name of the policy |
Brief Description |
Website link |
| Board Diversity Policy |
At K&R Rail Engineering Limited, 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. |
https:// www.krrailengg.com |
| Nomination and Remuneration Policy |
This policy formulates the criteria for determining
qualifications, competencies, positive attributes and independence for the appointment of
a director (executive / non-executive) and also the criteria for determining the
remuneration of the Directors, key managerial personnel and other employees. |
https:// www.krrailengg.com |
| Related Party Transaction Policy |
The policy regulates all transactions between the Company and
its related parties. |
https:// www.krrailengg.com |
| Code of conduct for the prevention of insider trading: |
The policy regulates all transactions of the insiders in this
scrips of the Company. |
https:// www.krrailengg.com |
| CSR Policy |
The Corporate Social Responsibility activities to be
undertaken by the Company. |
https:// www.krrailengg.com |
58. Statutory compliance:
The Company has complied with the required provisions relating to statutory compliance
with regard to the affairs of the Company in all respects.
59. Code of conduct for the prevention of insider trading:
Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015
as amended from time to time, the Company has formulated a Code of Conduct for Prevention
of Insider Trading ("Insider Trading Code") and a Code of Practices and
Procedures for fair disclosure of Unpublished Price Sensitive Information
("UPSI").
The Code of Practices and Procedures for fair disclosure of UPSI is available on the
website of the Company at https://www.krrailengg.com
60. CEO/CFO Certification:
As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
61. Prevention of sexual harassment at workplace:
The Company has always believed in providing a safe and harassment free workplace for
every individual working in its premises through various policies and practices. The
Company always endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment.
The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which
aims at prevention of harassment of employees and lays down the guidelines for
identification, reporting and prevention of undesired behavior. An Internal Complaints
Committee ("ICC") has been set up by the senior management (with women employees
constituting the majority). The ICC is responsible for redressal of complaints related to
sexual harassment and follows the guidelines provided in the Policy.
During the financial year ended March 31, 2025, no complaints pertaining to sexual
harassment have been received.
62. Green Initiatives:
In commitment to keep in line with the Green Initiative and going beyond it to create
new green initiatives, electronic copy of the Notice of 42 nd Annual General Meeting of
the Company are sent to all Members whose email addresses are registered with the
Company/Depository Participant(s). For members who have not registered their e-mail
addresses, physical copies are sent through the permitted mode.
63. Event Based Disclosures
During the year under review, the Company has not taken up any of the following
activities:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for purchase of its
shares: NA
5. Buy back shares: NA
6. Disclosure about revision ratings: NA
64. Disclosure pursuant to Part A of Schedule V of SEBI LODR
Disclosure pursuant to Part-A of Schedule V read with Regulation 34(3) of SEBI is
attached as Annexure of this report.
65. Designated person for furnishing information and extending co-operation to ROC
in respect of beneficial interest in shares of the company:
The Company has appointed Mr. Amit Bansal, Whole Time Director, as designated person,
for furnishing information and extending co-operation to ROC in respect of beneficial
interest in shares of the Company to ensure compliance with MCA notification on this
matter.
66. Other Disclosures:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
a. Issue of equity shares with differential rights as to dividend, voting or otherwise.
b. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and except ESOS referred to in this Report.
c. Neither the Managing Director nor the Whole-time Directors of the Company receive
any remuneration or commission from any of its subsidiary.
67. Appreciation & acknowledgement:
Your Directors place on record their appreciation for the overwhelming co-operation and
assistance received from the investors, customers, business associates, bankers, vendors,
as well as regulatory and governmental authorities. Your Directors also thanks the
employees at all levels, who through their dedication, co-operation, support and smart
work have enabled the company to achieve a moderate growth and is determined to poise a
rapid and remarkable growth in the year to come.
Your Directors also wish to place on record their appreciation of business
constituents, banks and other "financial institutions and shareholders of the Company
like SEBI, BSE, NSDL, CDSL, ICICI Bank, Kotak Mahindra Bank and CITI Bank etc. for their
continued support for the growth of the Company.
For and on behalf of the Board of Directors K&R Rail Engineering Limited
|
Sd/- |
Sd/- |
| Place: Hyderabad |
Rahmath Unnisa |
Amit Bansal |
| Date: 04.12.2025 |
Independent Director |
Whole Time Director |
|
(DIN: 10945055) |
(DIN:06750775) |
|