RailTel Corporation of India Limited
|
| Contact Us | RailWire Broadband | NSE Tracker | BSE Stock Watch

General information about company
Scrip code 543265
NSE Symbol RAILTEL
MSEI Symbol NOTLISTED
ISIN INE0DD101019
Name of the entity RailTel Corporation of India Limited
Date of start of financial year 01-04-2024
Date of end of financial year 31-03-2025
Reporting Quarter Half Yearly
Date of Report 30-09-2024
Risk management committee Applicable
Market Capitalisation as per immediate previous Financial Year Top 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 Chairperson Yes
Whether Chairperson is related to MD or CEO Yes
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth
1 Mr Sanjai Kumar AJFPK0833M 06923630 Executive Director Chairperson MD 18-02-1968
2 Mr Vippagunta Rama Manohara Rao ADMPV9743N 06689335 Executive Director Not Applicable   29-08-1970
3 Mr Manoj Tandon ABQPT8051R 10044053 Executive Director Not Applicable   17-11-1967
4 Mr Yashpal Singh Tomar AAJPT5690F 10215386 Executive Director Not Applicable   15-12-1969
5 Mr Rameshwer Meena AENPM5036P 10077767 Non-Executive - Nominee Director Not Applicable   07-07-1970
6 Mr Manoharan Nallasamy ABZPN6001G 06430322 Non-Executive - Independent Director Not Applicable   15-06-1978
7 Mr Ranjit Kumar AMSPK5438L 10404869 Non-Executive - Nominee Director Not Applicable   19-11-1975

I. Composition of Board of Directors

Disqualification of Directors under section 164 of the Companies Act, 2013
Sr Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status
1 No       Active
2 No       Active
3 No       Active
4 No       Active
5 No       Active
6 No       Active
7 No       Active

I. Composition of Board of Directors
Sr Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] Date of passing special resolution Initial Date of appointment Date of Re-appointment Date of cessation Tenure 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 Cessation Notes for not providing PAN Notes for not providing DIN
1 NA   23-05-2018       1 0 0 0      
2 NA   27-10-2022       1 0 1 0      
3 NA   20-03-2023       1 0 0 0      
4 NA   04-07-2023       1 0 1 0      
5 NA   17-03-2023       1 0 1 0      
6 NA   09-11-2021 09-11-2021   35 1 1 2 2      
7 NA   15-12-2023       1 0 1 0      

Audit Committee Details
Whether the Audit Committee has a Regular Chairperson Yes  
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 06430322 Manoharan Nallasamy Non-Executive - Independent Director Chairperson 12-07-2022    
2 10077767 Rameshwer Meena Non-Executive - Nominee Director Member 17-03-2023    
3 10404869 Ranjit Kumar Non-Executive - Nominee Director Member 10-05-2024    

Nomination and remuneration committee
Whether the Nomination and remuneration committee has a Regular Chairperson Yes  
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 06430322 Manoharan Nallasamy Non-Executive - Independent Director Chairperson 24-12-2021    
2 10077767 Rameshwer Meena Non-Executive - Nominee Director Member 17-03-2023    
3 10404869 Ranjit Kumar Non-Executive - Nominee Director Member 10-05-2024    

Stakeholders Relationship Committee
Whether the Stakeholders Relationship Committee has a Regular Chairperson Yes  
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 06430322 Manoharan Nallasamy Non-Executive - Independent Director Chairperson 24-03-2022    
2 06689335 Vippagunta Rama Manohara Rao Executive Director Member 10-11-2022    
3 10215386 Yashpal Singh Tomar Executive Director Member 07-11-2023    

Risk Management Committee
Whether the Risk Management Committee has a Regular Chairperson Yes  
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 06923630 Sanjai Kumar Executive Director Chairperson 22-12-2020    
2 10215386 Yashpal Singh Tomar Executive Director Member 04-07-2023    
3 06689335 Vippagunta Rama Manohara Rao Executive Director Member 27-10-2022    
4 10044053 Manoj Tandon Executive Director Member 20-03-2023    
5 06430322 Manoharan Nallasamy Non-Executive - Independent Director Member 24-12-2021    
6 08137865 Harish Chandra Batra Chief Risk Officer Member 22-12-2020   Textual Information(1)

Sr Text Block
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 Chairperson Yes  
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 06430322 Manoharan Nallasamy Non-Executive - Independent Director Chairperson 12-07-2022    
2 06689335 Vippagunta Rama Manohara Rao Executive Director Member 10-11-2022    
3 10404869 Ranjit Kumar Non-Executive - Nominee Director Member 03-01-2024    

Other Committee
Sr DIN Number Name of Committee members Name of other committee Category 1 of directors Category 2 of directors Remarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory  
Sr Date(s) of meeting (if any) in the previous quarter Date(s) of meeting (if any) in the current quarter Maximum gap between any two consecutive (in number of days) Notes for not providing Date Whether requirement of Quorum met (Yes/No) Total Number of Directors as on date of the meeting Number of Directors present* (All directors including Independent Director) No. of Independent Directors attending the meeting*
1 02-05-2024       Yes 8 7 2
2   08-07-2024 66   Yes 7 7 1
3   01-08-2024 23   Yes 7 7 1
4   18-09-2024 47   Yes 7 7 1

Annexure 1

IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory Textual Information(1)
Sr Name of Committee Date(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 committee Reson for not providing date Whether requirement of Quorum met (Yes/No) Total Number of Directors in the Committee as on date of the meeting Number 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)
1 Audit Committee 02-05-2024       Yes 3 3 2 0
2 Audit Committee 08-07-2024 66  
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.
 Yes 3 3 1 0
3 Audit Committee 01-08-2024 23  
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.
 Yes 3 2 1 0
4 Nomination and remuneration committee 18-09-2024 47     Yes 3 3 1 0
5 Corporate Social Responsibility Committee 08-07-2024       Yes 3 3 1 0

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

Annexure 1

VI. Affirmations
Sr Subject Compliance status (Yes/No)
1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 No
2 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee No
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee No
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee Yes
5 The 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
6 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
7 The 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
8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes
9 Any comments/observations/advice of Board of Directors may be mentioned here: Textual Information(1)

Annexure 1
Sr Subject Compliance status
1 Name of signatory J S Marwah
2 Designation Company Secretary and Compliance Officer

Text Block
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
Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here.
1 Copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report, business responsibility report displayed on website 46(2) Yes  
2 Presence of Chairperson of Audit Committee at the Annual General Meeting 18(1)(d) Yes  
3 Presence of Chairperson of the nomination and remuneration committee at the annual general meeting 19(3) Yes  
4 Presence of Chairperson of the Stakeholder Relationship committee at the annual general meeting 20(3) Yes  
5 Disclosure of the Secretarial Audit Report of the listed entity and the material subsidiaries in the Annual Report 24A(1) Yes  
6 Submission of Annual Secretarial Compliance Report 24A(2) Yes  
7 Whether “Corporate Governance Report” disclosed in Annual Report 34(3) read with para C of Schedule V Yes  
6  

Annexure III
1 Name of signatory J S Marwah
2 Designation Company 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  
Entity Aggregate amount advanced during six months Balance outstanding at the end of six months  
Promoter or any other entity controlled by them 0 0  
Promoter Group or any other entity controlled by them 0 0  
Directors (including relatives) or any other entity controlled by them 0 0  
KMPs or any other entity controlled by them 0 0  

(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
Entity Type (guarantee, comfort letter etc.) Aggregate amount of issuance during six months Balance outstanding at the end of six months(taking into account any invocation)
Promoter or any other entity controlled by them 0 0 0
Promoter Group or any other entity controlled by them 0 0 0
Directors (including relatives) or any other entity controlled by them 0 0 0
KMPs or any other entity controlled by them 0 0 0

(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
Entity Type of security (cash, shares etc.) Aggregate value of security provided during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by them 0 0 0
Promoter Group or any other entity controlled by them 0 0 0
Directors (including relatives) or any other entity controlled by them 0 0 0
KMPs or any other entity controlled by them 0 0 0
(D) Additional Information Textual Information(2)

II. Affirmations
Affirmations Compliance Status Company 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. Yes Textual Information(3)
Name Sanjai Kumar    
Designation CEO    
Place Delhi    
Date 15-10-2024    

Text Block

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 quarter No
Number of cyber security incidence or breaches or loss of data event occurred during the quarter  
Sr. Date of the event Brief details of the event

Signatory Details
Name of signatory J S Marwah
Designation of person Company Secretary and Compliance Officer
Place Delhi
Date 15-10-2024