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K&R Rail Engineering Ltd.

BSE: 514360 Sector: Infrastructure
NSE: N.A. ISIN Code: INE078T01026
BSE 00:00 | 17 Sep 21.60 0.95
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NSE 05:30 | 01 Jan K&R Rail Engineering Ltd
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VOLUME 25693
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P/E 9.82
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OPEN 21.30
CLOSE 20.65
VOLUME 25693
52-Week high 32.75
52-Week low 9.12
P/E 9.82
Mkt Cap.(Rs cr) 34
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

K&R Rail Engineering Ltd. (KRRAILENGINE) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Thirty Seventh Annual Report and theCompany's audited financial statement for the financial year ended March 31 2020.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2020 is summarizedbelow: (In Lakhs)

PARTICULARS YEAR ENDED 31.03.2020 YEAR ENDED 31.03.2019
Sales for the year 12807.18 6071.93
Other Income 117.64 157.35
Total Income 12924.82 6229.28
Profit before Financial Expenses Preliminary 941.85 382.53
expenses Depreciation and Taxation
Less: Financial expenses 213.24 33.60
Operating profit before Preliminary expenses 728.61 348.92
Depreciation & Taxation
Less: Depreciation & Preliminary expenses written off 128.81 91.51
Profit before Taxation 599.80 257.41
Less : Provision for Taxation
Current Tax 136.00 78.65
Earlier year Tax 227.86 -
Deferred Tax 37.66 (29.13)
Profit after Taxation 198.27 207.88
Other Comprehensive Income
(i) Items that will not be reclassified to profit or loss (0.85) -
(ii) (i) Items that will be reclassified to profit or loss - -
Total Comprehensive Income for the period 197.42 207.88

2. STATE OF COMPANY'S AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURINGTHE YEAR/HIGHLIGHTS/OPERATIONS

Kindly refer to Management Discussion & Analysis and Corporate Governance Reportwhich forms part of this report.

3. DIVIDEND:-

The Directors have decided to invest the earnings in the growth of business and forthis reason have decided to not to declare any Dividend for the year under review.

4. RESERVES:-

Your Directors propose to transfer the amount of Net Profit After Tax to GeneralReserve for the financial year ended March 31 2020 as no dividend is declared during theyear keeping in view the requirement to plough back the funds for internal growth of thecompany. Detailed view of Reserves/Other Equity is as follows:

Other equity 31 March 2020 31 March 2019
General reserve
Opening balance 1214 970
Additions during the year 197 243
Closing balance 1411 1214
Retained earnings
Opening balance (0) -
Profit/(loss) for the year 198 197
Less: Adjustment due to Depreciation - (0)
Add: Other comprehensive income (1) 46
Less: Transfer to General reserve (197) (243)
Closing balance (0) (0)
Total other equity 1411 1214

5. SHARE CAPITAL:

In Lakhs

31 March 2020 31 March 2019 31 March 2018
Authorised Share Capital
Equity Shares
31000000 (March 31 2019: 31000000; April 1 2018: 31000000) equity shares of 10/- each 3100.00 3100.00 3100.00
Preference Shares
24050000 7% Optionally Convertible Preference Shares(March 31 2019: 24050000; April 1 2018: 24050000) equity shares of 10/- each 2405.00 2405.00 2405.00
Issued subscribed and fully paid-up
Equity Shares
15780105 (March 31 2019: 15780105; April 1 2018: 15780105) equity shares of 10/- each fully paid-up 1578.01 1578.01 1578.01
Less: Unpaid calls on 750 shares of Rs.10/-each 0.08 0.08 0.08
1577.94 1577.94 1577.94
Preference Shares
14114556 (March 31 2019: 14114556; April 1 2018: 14114556) equity shares of 10/- each fully paid-up 1411.46 1411.46 1411.46
1411.46 1411.46 1411.46

6. DIRECTORS:-

In accordance with the provisions of the Companies Act2013 and the Articles ofAssociation of the Company Mr. Amit BansalDirector of the Company retires by rotationin the ensuing Annual General Meeting and being eligible has offered himself forreappointment The Company has received declarations from all the Independent Directors ofthe Company confirming that they meet the criteria of independence as prescribed bothunder the Act and the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (the "Listing Regulations").

The Company has in place a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the non-executive directors and executive directors. On the basis of thePolicy for performance evaluation of Independent Directors Board Committees and otherindividual Directors feedback was obtained from all the Directors by way of a structuredquestionnaire for the evaluation of the Board its Committees and the individual directorscovering inter-alia various aspects of their performance including composition andskills board dynamics understanding of Company's operations contribution at meetingsand inter-personal skills. The responses received were evaluated by the Board.

7. KEYMANAGERIALPERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:

Mr. Amit Bansal CEO
Ms. Yavanika Singh Company Secretary
Mr. PagaVenu Gopal Reddy CFO

8. MATERIALCHANGES AND COMMITMENTS

There are no material changes or commitments effecting the Financial position of theCompany happening between the end of the Financial Year of the Company and date of thisReport.

9. CONSERVATION OF ENERGY TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS &OUTGO

The requisite information has been given by way of an Annexure I to this Report

10. CHANGES HAPPENING DURING THE FINANCIALYEAR

Your Directors wish to inform that there have not been any changes during the FinancialYear under review: a. In the nature of Company's business b. Generally in the class ofbusiness in which the Company has an interest Further the Company has no Subsidiary andtherefore information regarding any change in subsidiaries or in the nature of businesscarried on by them is not applicable to the Company.

11. BUSINESS RESPONSIBILITYREPORT

Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is not applicable to the Company.

12. POLICYON DIRECTORS APPOINTMENT AND POLICYON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 the policy on appointment of Board members including criteria for determiningqualifications positive attributes independence of a Director and the policy onremuneration of Directors KMP and other employees is attached as Annexure IIwhich forms part of this report.

13. PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 there are no employees falling in the bracket as defined in Rule 5(2) Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as Annexure III which forms part ofthis report.

14. NUMBER OF MEETINGS OF BOARD

During the year 2019-20 19Nineteen Board Meetings were held and 1 (One) IndependentDirectors meeting was held on 09.05.2019 as required under Schedule IV of Companies Actand as per Regulation 17 of the Listing Regulations 2015. The dates on which the BoardMeetings were held are 04-04-2019 12-04-201916-04-2019 06-05-2019 29-05-201901-07-2019 03-07-2019 20-07-2019 01-08-2019 01-09-2019 07-09-2019 16-09-201910-10-2019 14-11-2019 06-01-2020 08-01-2020 12-02-2020 04-03-2020 17-03-2020.

15. STATUTORYAUDITORS & AUDITORS REPORT

In pursuant to the provisions of Section 139 142 and all other applicable provisionsif any of the Companies Act 2013 and the Rules framed thereunder including anystatutory modification(s) or rec-enactment(s) thereof for the time being in force M/sChowdary and Rao Chartered Accountants (ICAI Firm Registration No. 000656S)wereappointed as the Statutory Auditors of the Company in the last Annual General Meeting forthe term of five years commencing from the company's financial year 01st April2019 to hold the office from the conclusion of 36th Annual General Meeting ofthe Company till the conclusion of 41st Annual General meeting to be held in2024 at such remuneration plus service tax out-of-pocket traveling and living expensesetc. as may be mutually agreed between the Board of the Directors of the Company and theAuditors."

The Company has obtained a Certificate from the Auditors under Rule 4 (1) of TheCompanies (Audit and Auditors) Rules 2014. They have also issued a Certificate to theeffect that they satisfy the criteria provided in Section 141 of the Companies Act2013.The Auditors have also confirmed that they have subjected themselves to the peerreview process of Institute of Chartered Accountants of India(ICAI) and holds a validcertificate issued by the Peer Review Board of the ICAI.The Auditors' Report beingself-explanatory require no comments from the Directors

The financial statements of K&R Rail Engineering Limited ("the Company")which comprise the Balance Sheet as at March 31 2020 the Statement of Profit and Lossincluding the statement of Other Comprehensive Income the Cash Flow Statement and theStatement of Changes in Equity for the year then ended and a summary of significantaccounting policies and other explanatory information has certain balances standing tothe debit/credit of sundry creditors sundry debtors advances various parties' accountsand GST accounts which are subject to confirmation and reconciliation. We have reliedsolely on management confirmation for the same. Further there are no reservationsqualifications or adverse remarks in the Audit Report given by them in respect of theFinancial Year 2219-20.

16. SECRETARIALAUDITORS AND THEIR REPORT

M/s Abdul Q. & Co.(COP No.17468) was appointed as Secretarial Auditorof the Company for the financial year 2019-20 pursuant to Section 204 of the CompaniesAct 2013. The Secretarial Audit Report submitted by him in the prescribed form MR- 3 isattached as Annexure IV and forms part of this report. There are no qualificationsor observations or other remarks ofthe Secretarial Auditors in the Report issued by themfor the financial year 2019-20 which call for any explanation from theBoard of Directors.

17. FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) of section 143 otherthan those which are reportable to the Central Government.

18. COST AUDIT

As per the Cost Audit Orders Cost Audit is not applicable to the Company.

19. CONSOLIDATED FINANCIALSTATEMENTS

In terms of Rule 6 of Companies (Accounts) Rules 2014 nothing contained in the saidrule shall subject to any other law or regulation apply for the financial yearcommencing from the 1st day of April 2019 and ending on the 31stMarch 2020in case of a company which does not have a subsidiary or subsidiaries but has one or moreassociate companies or joint ventures or both for the consolidation of financialstatement in respect of associate companies or joint ventures or both as the case may be.As the Company does not have any Subsidiary the accounts have not been consolidated forthe FY2019-20.

20. INTERNALFINANCIALCONTROLS AND THEIR ADEQUACY.

According to Section 134(5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.

The Company has a well-placed proper and adequate internal financial control systemcommensurate with the size scale and complexity of its operations. The scope andauthority of the internal Audit function is well defined in the Organization. The internalfinancial control system ensures that all assets are safeguarded and protected and thatthe transactions are authorized recorded and reported correctly. The Company's internalfinancial control system also comprises due compliances with Company`s policies andStandard Operating Procedures (SOPs) and audit and compliance by in-house Internal AuditDivision supplemented by Concurrent and Statutory Audit. The Internal Auditorsindependently evaluate the adequacy of internal controls and concurrently audit themajority of the transactions in value terms. Independence of the audit and compliance isensured by regular supervision of the Audit Committee over Internal Audit. Significantaudit observations and corrective actions suggested are presented to the Audit Committeeof the Board.

21. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedureswhich are reviewed by the Board periodically. During the year as per the requirements theBoard of Directors with responsibility of preparation of Risk Management Policy reviewingand monitoring the same on regular basis to identify and review critical risks on regularbasis to update the Risk management on quarterly basis to report key changes in criticalrisks to the Board on an ongoing basis to report critical risks to Audit Committee indetail on yearly basis and such other functions as may be prescribed by the Board.. Therisks faced by the Company and their minimization procedures are assessed categoricallyunder the broad heads of High Medium and Low risks. Further the Company identifiesrisks and control systems are instituted to ensure that the risks in each businessprocess are mitigated. The Board provides oversight and reviews the Risk Management Policyon a regular basis. In the opinion of the Board there has been no identification ofelements of risk that may threaten the existence of the Company.

22. SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

The Company has no subsidiaries or Associates as defined in the Companies Act 2013.

23. DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year2019-20 in terms of Chapter V of the Companies Act 2013. Information in this regardtherefore is nil.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY`S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by anyRegulatory Authority Court or Tribunal which shall impact the going concern status andCompany`s operations in future.

25.CODE OF CONDUCT

The Company continues to place emphasis on inclusive growth and has adopted a voluntarycode of conduct for affirmative action.

26.AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the CompaniesAct2013 andRegulation 18 Of SEBI Listing Regulation 2015 an audit committee has beenduly constituted. The Audit Committee as on March 31 2020 comprises of the followingIndependent Directors

Mrs. Maniza Khan Independent Director Chairman
Mr. Tamada Srinivas Reddy Independent Director Member
Mr. Mohd Kaleem Siddiqui Khan Non executive Director Member

Details of the Audit Committee have been separately given in the corporate governancereport. Further all recommendations of Audit Committee were accepted by the Board ofDirectors.

27.NOMINATION & REMUNERATION COMMITTEE STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Regulation 19 of SEBI Listing Regulation 2015 and pursuant to theprovisions of Companies Act 2013 the details pertaining to Nomination & RemunerationCommittee. The Nomination & Remuneration Committee as on March 31 2020 comprises ofthe following Directors:

Mrs. Maniza Khan Independent Director Chairman
Mr. Tamada Srinivas Reddy Independent Director Member
Mr. Mohd Kaleem Siddiqui Khan Non executive Director Member

The details of Remuneration Policy and the Committee are furnished in the Report onCorporate Governance which is annexed herewith.

28.CORPORATE SOCIALRESPONSIBILITY(CSR)COMMITTEE

In terms of Section 135 of the Companies Act 2013 the Company doesn't fall under therequirements of CSR. So there was no CSR Committee.

29.CHANGE IN CAPITALSTRUCTURE AND LISTING OF SHARES

During the year under review the Company has issued Equity Share Capital of Rs.157801050 and Preference Share Capital of Rs.141145560 7% Optionally ConvertibleRedeemable Preference Shares of Rs. 10/- each. The company has listed 15779755 equityshares with BSE stock exchange

30.EXTRACT OF ANNUALRETURN

The extract of Annual Return as on March 31st 2020 in the prescribed FormNo. MGT-9 pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of theCompanies (Management and Administration) Rules 2014 is attached herewith as AnnexureV and forms part of this Report.

31.PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OFTHE COMPANIESACT 2013

Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars of loansguarantees or investments under Section 186 of the Act as at end of the Financial Year2019-20 forms part of this report.

32.CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION

188(1) OF THE COMPANIES ACT 2013

With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were in the ordinary course of business and on an arm's lengthbasis. Hence provisions of Section 18 (1) are not applicable. However as thesetransactions were in the ordinary course of business and on an arm's length basis in theopinion of the Board these transactions are justified to be executed. During the year theCompany had not entered into any contract or arrangement with related parties which couldbe considered ‘material' according to the policy of the Company on Materiality ofRelated Party Transactions. Your attention is drawn to the Related Party disclosures setout in Note no. 34 of the Financial Statements

33.VIGILMECHANISM

The Company has established a Vigil Mechanism in terms of Section 177 (10) of theCompanies Act 2013 and also in terms of Regulation 22 of SEBI Listing Regulations 2015The detail of the Vigil Mechanism is given in the Corporate Governance Section which isannexed herewith at Annexure-VI the Vigil Mechanism cum Whistle Blower Policy isalso available on the Company's website www.axisrail.in.

34.DIRECTOR'S RESPONSIBILITYSTATEMENT

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

35.INDUSTRIAL RELATIONSHIPS

Relations between the Management and the employees at all levels have been cordial andthe Directors wish to express their appreciation for the cooperation and dedication of theemployees of the Company.

36.COMPLIANCE

The company has devised proper systems to ensure compliance of all laws applicable tothe company and the compliance reports issued by the Departmental Heads are placed beforethe Board every Quarter confirming compliance by the Company with all applicable Laws.

37.LISTING AND LISTING AGREEMENT

The equity shares of the company are listed at BSE with the sole intent of providingliquidity to the existing Shareholders The company has already paid listing fees for theyear 2020-21 to BSE Limited.

38.DEMATERIALIZATION OF SHARES

As mentioned in Company's earlier Annual Reports the Company's equity shares are incompulsory Demat mode in terms of SEBI Guidelines. This has been facilitated througharrangement with NSDL and CDSL. M/s Beetal Computer & Financial Services PrivateLimited is acting as the Registrar and Share Transfer Agents for this purpose and acts ascommon share agency in terms of SEBI Guidelines.

39.TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

40.FINANCIALSTATEMENTS

Full version of the Annual Report 2019-20 containing complete Balance Sheet Statementof Profit & Loss other statements and notes thereto prepared as per the requirementsof Schedule III to the Companies Act 2013 Directors' Report (including ManagementDiscussion and Analysis Corporate Governance Report and Business Responsibility Report)are being sent via email to all shareholders who have provided their email address (es).To others the Full version of the Annual Report is being sent by post. Full version ofAnnual Report 2019-20is also available for inspection at the registered office of theCompany during working hours up to the date of ensuing Annual General Meeting (AGM). It isalso available at the Company`s websitewww.axisrailindia.com. Please note that you will beentitled to be furnished free of cost the full Annual Report 2019-20 upon receipt ofwritten request from you as a member of the Company .

41.DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2019-20.

No. of Complaints received :Nil No. of Complaints disposed off :Nil:

42.ACKNOWLEDGEMENT

The Directors sincerely acknowledge the trust and confidence that has been placed bythe employees shareholders and investors in the Company. The Directors are thankful toall the employees and the officers of the Company for their dedication support andco-operation.

The Directors also thank the Government of India Governments of various states inIndia Governments of various countries and concerned Government departments and agenciesfor their cooperation.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.

The Directors appreciate and value the contribution made by every member of the K&RRail Engineering Limited family.

43.ANNEXURE I TO THE DIRECTORS'REPORT:-

A. Conservation of Energy:

Though energy does not form a significant portion of the cost for the Company yetwherever possible and feasible continuous efforts are being put for conservation ofenergy and minimize power cost. The Energy conservation measures include replacement ofincandescent lights with low power consuming LRD lights compact Fluorescent and ITLights replacement of old electrical units with new energy efficient units. Staff of theCompany is regularly sensitized about conservation of power

B. Technology Absorption:

The Company continues to absorb and upgrade modern technologies in its operations andback end support functions like Accounts Human Resource Management and Compliancefunctions.

C. Foreign exchange earnings and outgo: There are no foreign currency dealing inthe Company.

44.ANNEXURE -II TO THE DIRECTOR'S REPORT

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy is being formulated in compliance with Section178 of the Companies Act 2013 read along with the applicable rules thereto. This policyon nomination and remuneration of Directors Key Managerial Personnel and SeniorManagement has been formulated by the Nomination and Remuneration Committee (NRC or theCommittee) and has been approved by the Board of Directors.

45.ROLE OF COMMITTEE

45.1 Matters to be dealt with perused and recommended to the Board by the Nominationand Remuneration Committee

The Committee shall:

45.1.1 Formulate the criteria for determining qualifications positive attributesand independence of a director. 45.1.2 Identify persons who are qualified to becomeDirector and persons who may be appointed in Key Managerial and Senior Managementpositions in accordance with the criteria laid down in this policy. 45.1.3Recommend to the Board appointment and removal of Director KMPand Senior ManagementPersonnel.

45.2 Policy for appointment and removal of Director KMP and Senior Management

45.2.1 Appointment criteria and qualifications

a) The Committee shall identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director KMP or at SeniorManagement level in line with the Business of the Company and recommend to the Board his /her appointment.

b) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person asWhole-time Director who has attained the age of seventy years. Provided that the term ofthe person holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.

45.2.2 Term / Tenure

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:? An Independent Director shall hold office for a term upto five consecutive years on the Board of the Company and will be eligible forre-appointment on passing of a special resolution by the Company and disclosure of suchappointment in the Board's report. ? No Independent Director shall hold office for morethan two consecutive terms but such Independent Director shall be eligible forappointment after expiry of three years of ceasing to become an Independent Director.Provided that an Independent Director shall not during the said period of three years beappointed in or be associated with the Company in any other capacity either directly orindirectly. However if a person who has already served as an Independent Director for 5years or more in the Company as on October 1 2017 or such other date as may be determinedby the Committee as per regulatory requirement; he/ she shall be eligible for appointmentfor one more term of 5 years only. ? At the time of appointment of Independent Director itshould be ensured that number of Boards on which such Independent Director serves isrestricted to seven listed companies as an Independent Director and three listed companiesas an Independent Director in case such person is serving as a Whole-time Director of alisted company or such other number as may be prescribed under the Act.

45.2.3 Evaluation

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly) on the basis of followingcriteria:-

a. Criteria for evaluation of the Board of Directors as a whole:

i. The Frequency of Meetings.

ii. Quantum of Agenda

iii.Administration of Meetings

iv.Flow and quantity of Information from the Management to the Board

v.Number of Committees and their role. vi.Overall performance of the Company

b. Criteria for evaluation of the Individual Directors;

i. Experience and ability to contribute to the decision making process

ii. Problem solving approach and guidance to the Management

iii. Attendance and Participation in the Meetings

iv. Personal competencies and contribution to strategy formulation

v. Contribution towards statutory compliances monitoring of controls and CorporateGovernance

45.2.4 Removal

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations there under the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

45.2.5 Retirement

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

46.MEMBERSHIPOF COMMITTEE

46.1 The Committee shall consist of a minimum 3 non-executive directors majorityof them being independent.

46.2Minimum two (2) members shall constitute a quorum for the Committee meetings.

46.3Membership of the Committee shall be disclosed in the Annual Report.

46.4Term of the Committee shall be continued unless terminated by the Board ofDirectors.

47.CHAIRPERSON

47.1 Chairperson of the Committee shall be an Independent Director.

47.2 Chairperson of the Company may be appointed as a member of the Committee butshall not be a Chairman of the Committee

47.3 In the absence of the Chairperson the members of the Committee present at themeeting shall choose one amongst them to act as Chairperson.

47.4 Chairman of the Nomination and Remuneration Committee meeting could be presentat the Annual General Meeting or may nominate some other member to answer theshareholders' queries

48.FREQUENCYOF MEETINGS

48.1 The meeting of the Committee shall be held at such regular intervals as may berequired.

49.COMMITTEE MEMBERS' INTERESTS

49.1 The disclosure of Interest and participation in the meetings by a member ofthe Committee shall be as per the provisions of the Act and Rules made thereunder fromtime to time.

49.2The Committee may invite such executives as it considers appropriate to bepresent at the meetings of the Committee

50.VOTING

50.1 Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.

50.2 In the case of equality of votes the Chairman of the meeting will have acasting vote

51.MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minuted and signed by the Chairman of the Committeeat the subsequent meeting. Minutes of the Committee meetings will be tabled at thesubsequent Board and Committee meeting.

52.ANNEXURE III

POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR KMPAND SENIORMANAGEMENT PERSONNEL

General:

a.) The remuneration / compensation / commission etc. to the Whole-time DirectorKMP and Senior Management Personnel will be determined by the Committee and recommended tothe Board for approval. The remuneration / compensation / commission etc. shall be subjectto the prior/post approval of the shareholders of the Company and Central Governmentwherever required.

b.) The remuneration and commission to be paid to the Whole-time Director shall bein accordance with the percentage / slabs / conditions laid down in the Articles ofAssociation of the Company and as per the provisions of the Act.

c.) Increments to the existing remuneration/ compensation structure may berecommended by the Committee to the Board which should be within the slabs approved by theShareholders in the case of Whole-time Director.

d.) Where any insurance is taken by the Company on behalf of its Whole-timeDirector Chief Executive Officer Chief Financial Officer the Company Secretary and anyother employees for indemnifying them against any liability the premium paid on suchinsurance shall not be treated as part of the remuneration payable to any such personnel.Provided that if such person is proved to be guilty the premium paid on such insuranceshall be treated as part of the remuneration.

Remuneration to Whole-time / Executive / Managing Director KMP and Senior ManagementPersonnel:

1) Remuneration to Managing Director / Whole-time Directors:

I. The Remuneration/ Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company. The Nomination and Remuneration Committee shallmake such recommendations to the Board of Directors as it may consider appropriate withregard to remuneration to Managing Director / Whole-time Directors.

II. Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Whole-time Director in accordance with theprovisions of Schedule V of the Act and if it is not able to comply with such provisionswith the previous approval of the Central Government.

III. Provisions for excess remuneration:

If any Whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Act or without theprior sanction of the Central Government where required he / she shall refund such sumsto the Company and until such sum is refunded hold it in trust for the Company. TheCompany shall not waive recovery of such sum refundable to it unless permitted by theCentral Government.

2) Remuneration to Non- Executive / Independent Directors

a. The Non-Executive / Independent Directors may receive sitting fees and suchother remuneration as permissible under the provisions of Companies Act 2013. The amountof sitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.

b. All the remuneration of the Non- Executive / Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling/ limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

c. An Independent Director shall not be eligible to get Stock Options and alsoshall not be eligible to participate in any share-based payment schemes of the Company.

d. Any remuneration paid to Non- Executive / Independent Directors for servicesrendered which are of professional in nature shall not be considered as part of theremuneration for the purposes of clause (b) above if the following conditions aresatisfied: ii. The Services are rendered by such Director in his capacity as theprofessional; and ii. In the opinion of the Committee the director possesses therequisite qualification for the practice of that profession e. The CompensationCommittee of the Company constituted for the purpose of administering the Employee StockOption/ Purchase Schemes shall determine the stock options and other share based paymentsto be made to Directors (other than Independent Directors).

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and Senior Management shall be incompliance with the applicable provisions of the Companies Act 2013 and in accordancewith the Company's Policy

b) The Compensation Committee of the Company constituted for the purpose ofadministering the Employee Stock Option/ Purchase Schemes shall determine the stockoptions and other share-based payments to be made to Key Managerial Personnel and SeniorManagement.

c) The Fixed pay shall include monthly remuneration employer's contribution toProvident Fund contribution to pension fund pension schemes etc. as decided from totime.

d) The Incentive pay shall be decided based on the balance between performance ofthe Company and performance of the Key Managerial Personnel and Senior Management to bedecided annually or at such intervals as may be considered appropriate.

53. PENALTIES/PUNISHMENT/COMPOUNDINGOFOFFENCES:

There had not been any penalty or punishment or compounding of offences in the Company.

1. DISCLOSURES

(i) Related Party Transactions

No material significant related party transactions have taken place during the yearunder review that may have potential conflict with the interests of the Company at large.Further details of related party transactions form part of Notes to the Accounts of theAnnual Report. While entering into the above transactions the Company had made fulldisclosures before the Board Meetings as well as Audit Committee Meetings and interesteddirectors duly disclosed their interest in the said Board Meetings. The details of theRelated Party Transactions entered by the Company in the ordinary course of business atArm's length basis are given in Financial Statements of the Company. The company hasframed its Policy on dealing with Related Party Transactions and the same is available onits website www.axisrail.in.

(ii) Details of Non-Compliances

There is no non-compliance by the Company and there are no penalties stricturesimposed on the Company by Stock Exchanges or SEBI or any Statutory Authority on any matterrelated to capital markets during the last three years.

(iii) Whistle Blower Policy

The 'Whistle Blower Policy' cum Vigil Mechanism is in place which is reviewed by theAudit Committee on regular basis and the text of the same is given at the end of thisCorporate Governance Report. No personnel has been denied access to the Audit Committee.The same is also available on the Website of the Company www.axisrail.in

(iv) Disclosure of Accounting Treatment

The Financial statement of Company are prepared as per the prescribed Accountingstandards and reflects true and fair view of the business transactions in the CorporateGovernance.

(v) Reconciliation Of Share Capital Audit

A reconciliation of Share Capital Audit was carried out by a qualified practicingCompany secretary on quarterly basis for reconciling the total admitted capital withNational Securities Depository Limited (NSDL) and Central Depositary Services (India)Limited (CDSL) and the total issued & listed capital. The audit inter alia confirmsthat the total issued/paid up capital is in agreement with the total number of shares heldin physical form and the total number of dematerialized shares with NSDL& CDSL.

(vi) Code For Prevention Of Insider Trading

The Company has instituted a comprehensive Code of Conduct for Prevention of InsiderTrading for its designated employees in compliance with Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 1992 as amended from time to time.Further the Code of Fair Disclosure and Prevention of Insider Trading Code underSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015have been adopted and displayed on the website of the Company www.axisrail.in.These Codes lay down guidelines vide which it advises the designated employees onprocedures to be followed and disclosures to be made while dealing with the shares of theCompany and caution them of the consequences of violations.

(vii) Material Subsidiaries

The Company does not have any material subsidiary as defined under Regulation 2 of SEBIListing Regulations 2015. In fact the Company has no subsidiary Company.

(viii) Disclosure Regarding Appointment Or Re-appointment Of Directors

Mr. Amit BansalDirector of the Company retire by rotation in the ensuing Annual GeneralMeeting and being eligible offer themselves for re-appointment.

Mrs. Maniza Khan Independent Director of the Company whose term expire on 31stMarch 2020 being eligible offer herself for re-appointment.

(ix) Code of Conduct

(i) The Board of Directors has laid down Code of Conduct for all Board Members andSenior Management of the Company. The copy of Code of Conduct as applicable to theDirectors (including Senior Management of the Company) is uploaded on the website of theCompany www.axisrailindia.com

(ii) The Members of the Board of Directors and Senior Management personnel haveaffirmed compliance with the Code applicable to them during the year ended March 31 2020.The Annual Report of the Company contains a Certificate duly signed by the CEO in thisregard.

(x) Board Disclosures - Risk Management

The Company manages risks as an integral part of its decision making process. TheCompany has laid down procedures to inform the Board of Directors about the RiskManagement and its minimization procedures. The Audit Committee and the Board of Directorsreview these procedures periodically

(xi) Proceeds from public issues rights issues preferential issues etc.

During the year under review no money has been raised by the Company by way of PublicIssues Rights Issues Preferential Issues Etc.

2. MEANS OF COMMUNICATIONS

a) Quarterly Results :

The Quarterly Half yearly and AnnualResults of the Company are sent to BSE LIMITEDinaccordance with the Listing Regulations. The said Results are normally published inFinancial Express (English) and Janatha (Telegu) and also displayed on Company's website www.axisrail.in.

b) Presentations to the Institutional Investors or to the Analysts:

No presentations have been made to institutional investors or to the analysts duringthe year under review.

c) BSE Corporate Compliance and Listing Centre:

All periodical compliance filings like Shareholding Pattern Corporate GovernanceReport Quarterly Results etc. are filed electronically with the Listing Centre of BSE.

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