General information about company

Scrip code543265
NSE SymbolRAILTEL
MSEI SymbolNOTLISTED
ISININE0DD101019
Name of the entityRailTel Corporation of India Limited
Date of start of financial year01-04-2024
Date of end of financial year31-03-2025
Reporting QuarterHalf Yearly
Date of Report30-09-2024
Risk management committeeApplicable
Market Capitalisation as per immediate previous Financial YearTop 500 listed entities



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory
Whether the listed entity has a Regular ChairpersonYes
Whether Chairperson is related to MD or CEOYes
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of Birth
1MrSanjai KumarAJFPK0833M06923630Executive DirectorChairpersonMD18-02-1968
2MrVippagunta Rama Manohara RaoADMPV9743N06689335Executive DirectorNot Applicable29-08-1970
3MrManoj TandonABQPT8051R10044053Executive DirectorNot Applicable17-11-1967
4MrYashpal Singh TomarAAJPT5690F10215386Executive DirectorNot Applicable15-12-1969
5MrRameshwer MeenaAENPM5036P10077767Non-Executive - Nominee DirectorNot Applicable07-07-1970
6MrManoharan NallasamyABZPN6001G06430322Non-Executive - Independent DirectorNot Applicable15-06-1978
7MrRanjit KumarAMSPK5438L10404869Non-Executive - Nominee DirectorNot Applicable19-11-1975

I. Composition of Board of Directors

Disqualification of Directors under section 164 of the Companies Act, 2013

SrWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent status
1NoActive
2NoActive
3NoActive
4NoActive
5NoActive
6NoActive
7NoActive

I. Composition of Board of Directors

SrWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)]Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Reason for CessationNotes for not providing PANNotes for not providing DIN
1NA23-05-20181000
2NA27-10-20221010
3NA20-03-20231000
4NA04-07-20231010
5NA17-03-20231010
6NA09-11-202109-11-2021351122
7NA15-12-20231010



Audit Committee Details

Whether the Audit Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
106430322Manoharan NallasamyNon-Executive - Independent DirectorChairperson12-07-2022
210077767Rameshwer MeenaNon-Executive - Nominee DirectorMember17-03-2023
310404869Ranjit KumarNon-Executive - Nominee DirectorMember10-05-2024


Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
106430322Manoharan NallasamyNon-Executive - Independent DirectorChairperson24-12-2021
210077767Rameshwer MeenaNon-Executive - Nominee DirectorMember17-03-2023
310404869Ranjit KumarNon-Executive - Nominee DirectorMember10-05-2024


Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
106430322Manoharan NallasamyNon-Executive - Independent DirectorChairperson24-03-2022
206689335Vippagunta Rama Manohara RaoExecutive DirectorMember10-11-2022
310215386Yashpal Singh TomarExecutive DirectorMember07-11-2023


Risk Management Committee

Whether the Risk Management Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
106923630Sanjai KumarExecutive DirectorChairperson22-12-2020
210215386Yashpal Singh TomarExecutive DirectorMember04-07-2023
306689335Vippagunta Rama Manohara RaoExecutive DirectorMember27-10-2022
410044053Manoj TandonExecutive DirectorMember20-03-2023
506430322Manoharan NallasamyNon-Executive - Independent DirectorMember24-12-2021
608137865Harish Chandra BatraChief Risk OfficerMember22-12-2020Textual Information(1)

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Textual Information(1)
Shri Harish Batra, GM Finance is CRO and is member of RMC


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
106430322Manoharan NallasamyNon-Executive - Independent DirectorChairperson12-07-2022
206689335Vippagunta Rama Manohara RaoExecutive DirectorMember10-11-2022
310404869Ranjit KumarNon-Executive - Nominee DirectorMember03-01-2024


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)Notes for not providing DateWhether requirement of Quorum met (Yes/No)Total Number of Directors as on date of the meetingNumber of Directors present* (All directors including Independent Director)No. of Independent Directors attending the meeting*
102-05-2024Yes872
208-07-202466Yes771
301-08-202423Yes771
418-09-202447Yes771



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory Textual Information(1)
SrName of CommitteeDate(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)Maximum gap between any two consecutive (in number of days)Name of other committeeReson for not providing dateWhether requirement of Quorum met (Yes/No)Total Number of Directors in the Committee as on date of the meetingNumber of Directors Present (All Directors including Independent Director)No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1Audit Committee02-05-2024Yes3320
2Audit Committee08-07-202466
Since there is only one Independent Director in the composition of Audit Committee, the requirement of quorum having atleast two Independent Directors could not to met.
Yes3310
3Audit Committee01-08-202423
Since there is only one Independent Director in the composition of Audit Committee, the requirement of quorum having atleast two Independent Directors could not to met.
Yes3210
4Nomination and remuneration committee18-09-202447Yes3310
5Corporate Social Responsibility Committee08-07-2024Yes3310



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Textual Information(1)
Railtel is a Government Company, the appointment of all directors including Independent directors are made by President of India through Administrative Ministry as per provision contained in the Articles of Association of the Company.


Accordingly, it is beyond the control of the Company to appoint the Independent Directors on its own.


Since there is only one Independent Director on the Board of RailTel, the composition of Audit Committee and Nomination and Remuneration Committee does not have the two third majority of Independent Directors.



Annexure 1

V. Related Party Transactions

SrSubjectCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Whether prior approval of audit committee obtainedNA
2Whether shareholder approval obtained for material RPTNA
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeNA


Annexure 1

VI. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015No
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeNo
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeNo
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities)Yes
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.Yes
9Any comments/observations/advice of Board of Directors may be mentioned here:Textual Information(1)

Annexure 1

SrSubjectCompliance status
1Name of signatoryJ S Marwah
2DesignationCompany Secretary and Compliance Officer



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Textual Information(1)
1. Due to non-availability of adquate number of Independent Director, the composition of BoD is not as per the requirement of SEBI LODR.


2.Since there is only one Independent Director on the Board of RailTel, the composition of Audit Committee and Nomination and Remuneration Committee does not have the two third majority of Independent Directors.


3. Since there is only one Independent Director in the composition of Audit Committee, the requirement of quorum having atleast two Independent Directors could not be met in the Audit Committee meetings.


4. Since Railtel is a Government Company, the appointment of all directors including Independent directors are made by President of India through Administrative Ministry as per provision contained in the Articles of Association of the Company. Accordingly, it is beyond the control of the Company to appoint the Independent Directors on its own.



Annexure III

III. Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report, business responsibility report displayed on website46(2)Yes
2Presence of Chairperson of Audit Committee at the Annual General Meeting18(1)(d)Yes
3Presence of Chairperson of the nomination and remuneration committee at the annual general meeting19(3)Yes
4Presence of Chairperson of the Stakeholder Relationship committee at the annual general meeting20(3) Yes
5Disclosure of the Secretarial Audit Report of the listed entity and the material subsidiaries in the Annual Report24A(1)Yes
6Submission of Annual Secretarial Compliance Report24A(2)Yes
7Whether “Corporate Governance Report” disclosed in Annual Report34(3) read with para C of Schedule VYes
6




Annexure III

1Name of signatoryJ S Marwah
2DesignationCompany Secretary and Compliance Officer




Additional Half yearly Disclosure

Applicability of disclosure Applicable
Reason for Non Applicability Textual Information(1)

I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below

(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to
EntityAggregate amount advanced during six monthsBalance outstanding at the end of six months
Promoter or any other entity controlled by them00
Promoter Group or any other entity controlled by them00
Directors (including relatives) or any other entity controlled by them00
KMPs or any other entity controlled by them00

(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By

EntityType (guarantee, comfort letter etc.)Aggregate amount of issuance during six monthsBalance outstanding at the end of six months(taking into account any invocation)
Promoter or any other entity controlled by them000
Promoter Group or any other entity controlled by them000
Directors (including relatives) or any other entity controlled by them000
KMPs or any other entity controlled by them000

(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by

EntityType of security (cash, shares etc.)Aggregate value of security provided during six monthsBalance outstanding at the end of six months
Promoter or any other entity controlled by them000
Promoter Group or any other entity controlled by them000
Directors (including relatives) or any other entity controlled by them 000
KMPs or any other entity controlled by them000
(D) Additional InformationTextual Information(2)

II. Affirmations

AffirmationsCompliance StatusCompany Remarks
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company.YesTextual Information(3)
Name Sanjai Kumar
Designation CEO
Place Delhi
Date15-10-2024

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Details of Cyber security incidence

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarterNo
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr.Date of the eventBrief details of the event



Signatory Details

Name of signatoryJ S Marwah
Designation of personCompany Secretary and Compliance Officer
PlaceDelhi
Date15-10-2024