K&R Rail Engineering Ltd

To receive, consider and adopt the Audited Financial Statement for the financial year ended 31st March 2015 and the Reports of the Board of Directors and Auditor’s thereon.

To appoint a Director in place of Sh. R K Batra (DIN 00161631), who retires by rotation and being eligible, offers himself for reappointment.

To regularize Ms. Maniza Khan, who was appointed as an additional director on 31.03.2015, who being eligible, offers herself for the appointment as director.

To appoint Auditors and to fix their remuneration and for this purpose to consider and, if thought fit, to pass the following resolution with or without modification(s) as an ordinary resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force) read with Companies (Audit & Auditors) Rules, 2014,the retiring Auditors M/s B Aggarwal & Company, Chartered Accountants, 8/19, GF, Smile Chambers, WEA, Karol Bagh, New Delhi- 110005 (Firm Regn. No. 004706N) be and are hereby reappointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting of the Company for the Financial year 2018-2019 on a remuneration plus Service tax as applicable, to be fixed by the Board of Directors of the Company.”

“RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions of the Companies Act, 2013 and rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the appointment of M/s 8/19, GF, Smile Chambers, WEA, Karol Bagh, New Delhi- 110005 (Firm Regn. No. 004706N), as the Statutory Auditor of the Company for FY 2015-16 be and is hereby ratified and M/s B Aggarwal & Company, Chartered Accountants shall hold office from the conclusion of this Annual General Meeting till the conclusion of the 32nd Annual General Meeting on a remuneration plus Service tax as applicable, to be fixed by the Board of Directors of the Company”

SPECIAL BUSINESS:

TO CONSIDER AND, IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS ORDINARY RESOLUTION:

RESOLVED THAT pursuant to the Provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 ("the Act”) and the Companies (Appointment and Qualification of Directors), Rules 2014 (including any statutory modification(s) or re-enactment (s) thereof for the time being in force and Clause 49 of the Listing Agreement, Ms. Maniza Khan (DIN 07146123), who was appointed as an additional Director (Independent Director) of the Company on 31032015 by the Board of Directors with effect from March 31,2015 and who holds office upto the date of this Annual General Meeting in terms of Section 161 of the Act and in respect of whom the Company has received a notice in writing from a Member of the Company under Section 160 (1) of the Act, proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation to hold office for 5 (Five) consecutive years for a term upto the Annual General Meeting for the Financial Year 2019-20.