RailTel Corporation of India Limited
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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 Quarterly
Date of Report 31-12-2024
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 Inactive
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 1 0
4 NA 04-07-2023 1 0 1 0
5 NA 17-03-2023 1 0 2 2
6 NA 09-11-2021 09-11-2021 09-11-2024 36 1 1 2 2 Tenure Completion
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 10077767 Rameshwer Meena Non-Executive - Nominee Director Chairperson 17-03-2023 Textual Information(1)
2 10404869 Ranjit Kumar Non-Executive - Nominee Director Member 10-05-2024
3 10044053 Manoj Tandon Executive Director Member 09-11-2024
4 06430322 Manoharan Nallasamy Non-Executive - Independent Director Chairperson 12-07-2022 09-11-2024

Sr Text Block
Textual Information(1)
He became Chairperson upon cessation of Shri Manoharan w.e.f. 09/11/2024

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 10077767 Rameshwer Meena Non-Executive - Nominee Director Chairperson 17-03-2023 Textual Information(1)
2 10404869 Ranjit Kumar Non-Executive - Nominee Director Member 10-05-2024
3 10215386 Yashpal Singh Tomar Executive Director Member 09-11-2024
4 06430322 Manoharan Nallasamy Non-Executive - Independent Director Chairperson 24-12-2021 09-11-2024

Sr Text Block
Textual Information(1)
He became Chairperson upon cessation of Shri Manoharan w.e.f. 09/11/2024

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 10077767 Rameshwer Meena Non-Executive - Nominee Director Chairperson 09-11-2024 Textual Information(1)
2 06689335 Vippagunta Rama Manohara Rao Executive Director Member 10-11-2022
3 10215386 Yashpal Singh Tomar Executive Director Member 07-11-2023
4 06430322 Manoharan Nallasamy Non-Executive - Independent Director Chairperson 24-03-2022 09-11-2024

Sr Text Block
Textual Information(1)
He has been appointed as Chairperson and member of the committee w.e.f. 09/11/2024

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 09-11-2024
6 08137865 Harish Chandra Batra Chief Risk Officer Member 22-12-2020 Textual Information(1)

Sr Text Block
Textual Information(1)
Shri Harish Batra, ED (Spl.)- 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 10404869 Ranjit Kumar Non-Executive - Nominee Director Chairperson 03-01-2024 Textual Information(1)
2 06689335 Vippagunta Rama Manohara Rao Executive Director Member 10-11-2022
3 10215386 Yashpal Singh Tomar Executive Director Member 09-11-2024
4 06430322 Manoharan Nallasamy Non-Executive - Independent Director Chairperson 12-07-2022 09-11-2024

Sr Text Block
Textual Information(1)
He became Chairperson upon cessation of Shri Manoharan w.e.f. 09/11/2024

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 18-09-2024 Yes 7 7 1
2 28-10-2024 39 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 01-08-2024
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
2 Audit Committee 28-10-2024 87
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 Corporate Social Responsibility Committee 08-07-2024 Yes 3 3 1 0
4 Corporate Social Responsibility Committee 28-10-2024 Yes 3 3 1 0
5 Risk Management Committee 06-11-2024 Yes 5 5 1 1

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 No
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) No
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 post cessation of one of the Independent Director on 09/11/2024, there is no Independent Director on the Board of RailTel as on 31/12/2024. Thus, the composition of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship committee and Risk Management Committee does not have any Independent Director.


3. Since there is only one Independent Director in the composition of Audit Committee as on the date of Audit Committee meeting, the requirement of quorum having atleast two Independent Directors could not be met in the Audit Committee meeting held on 28/10/2024.


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.

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 13-01-2025