Integrated Filing-Governance



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-Apr-2024
Date of end of financial year 31-Mar-2025
Reporting Quarter Quarterly
Date of Quarter Ending 31-Dec-2024
Type of company Equity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? Yes
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? Yes
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? No
Reason For Part C Of Annexure I Disclosure Of Acquisition Of Shares OrVotingRightsInUnlistedCompaniesIsNotApplicableToTheEntity Not applicable
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? No
Reason For Part D Of Annexure I Disclosure Of Imposition Of Fine Or Penalty Is Not Applicable To The Entity Not applicable
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? No
Reason For Part E Of Annexure I Disclosure Of Updates To Ongoing Tax Litigations Or Disputes Is Not Applicable To The Entity not applicable
Risk management committee Yes
Market Capitalisation as per immediate previous Financial Year Top 500 listed entities
Is SCORE ID Available ? Yes
SCORE Registration ID COMR00696
Reason For No SCORE ID
Type of Submission Original
Remarks (website dissemination)



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 Disqualification of Directors under section 164 of the Companies Act, 2013
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 Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status 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 Mr. Sanjai Kumar 06923630 Executive Director Chairperson MD 18-Feb-1968 No Active NA 23-May-2018 1 0 0 0
2 Mr. Vippagunta Rama Manohara Rao 06689335 Executive Director Not Applicable 29-Aug-1970 No Active NA 27-Oct-2022 1 0 1 0
3 Mr. Manoj Tandon 10044053 Executive Director Not Applicable 17-Nov-1967 No Active NA 20-Mar-2023 1 0 1 0
4 Mr. Yashpal Singh Tomar 10215386 Executive Director Not Applicable 15-Dec-1969 No Active NA 04-Jul-2023 1 0 1 0
5 Mr. Rameshwer Meena 10077767 Non-Executive - Nominee Director Not Applicable 07-Jul-1970 No Active NA 17-Mar-2023 1 0 2 2
6 Mr. Manoharan Nallasamy 06430322 Non-Executive - Independent Director Not Applicable 15-Jun-1978 No Inactive NA 09-Nov-2021 09-Nov-2021 09-Nov-2024 36 1 1 2 2
7 Mr. Ranjit Kumar 10404869 Non-Executive - Nominee Director Not Applicable 19-Nov-1975 No Active NA 15-Dec-2023 1 0 1 0



Annexure 1

II. Composition of Committees
Disclosure of notes on composition of committees explanatory



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-Mar-2023
2 10404869 Ranjit Kumar Non-Executive - Nominee Director Member 10-May-2024
3 10044053 Manoj Tandon Executive Director Member 09-Nov-2024
4 06430322 Manoharan Nallasamy Non-Executive - Independent Director Chairperson 12-Jul-2022 09-Nov-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-Mar-2023
2 10404869 Ranjit Kumar Non-Executive - Nominee Director Member 10-May-2024
3 10215386 Yashpal Singh Tomar Executive Director Member 09-Nov-2024
4 06430322 Manoharan Nallasamy Non-Executive - Independent Director Chairperson 24-Dec-2021 09-Nov-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-Nov-2024
2 06689335 Vippagunta Rama Manohara Rao Executive Director Member 10-Nov-2022
3 10215386 Yashpal Singh Tomar Executive Director Member 07-Nov-2023
4 06430322 Manoharan Nallasamy Non-Executive - Independent Director Chairperson 24-Mar-2022 09-Nov-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-Dec-2020
2 10215386 Yashpal Singh Tomar Executive Director Member 04-Jul-2023
3 06689335 Vippagunta Rama Manohara Rao Executive Director Member 27-Oct-2022
4 10044053 Manoj Tandon Executive Director Member 20-Mar-2023
5 06430322 Manoharan Nallasamy Non-Executive - Independent Director Member 24-Dec-2021 09-Nov-2024
6 08137865 Harish Chandra Batra Chief Risk Officer Member 22-Dec-2020



Annexure 1
III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr 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) 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-Sep-2024 Yes 7 7 1
2 28-Oct-2024 39 Yes 7 7 1



Annexure 1
IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory 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.
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-Aug-2024 Yes 3 2 1 0
2 Audit Committee 28-Oct-2024 Yes 3 3 1 0
3 Risk Management Committee 06-Nov-2024 Yes 5 5 1 1



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: 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.



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



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
Other details of cyber security incidence or breaches or loss of data event
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-Jan-2025


Investor Grievance Details
No. of investor complaints pending at the beginning of Quarter 0
No. of investor complaints received during the Quarter 41
No. of investor complaints disposed off during the Quarter 41
No. of investor complaints those remaining unresolved at the end of the Quarter 0


Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies-
The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule III are given below
Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies
Sr. No. Name of the unlisted company in which shares or voting rights have been acquired Date of acquisition Aggregate holding (% shares or voting rights) as at the end of the previous quarter % shares or voting rights acquired during the quarter Aggregate holding (% shares or voting rights) as at the end of the quarter


Disclosure of Imposition of Fine or Penalty
The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below:
Any Other Information for Disclosure of Imposition of Fine or Penalty
Sr. No. Name of the authority Nature and details of the action(s) taken or order(s) passed Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority Details of the violation(s)/ contravention(s) committed or alleged to be committed Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible


Disclosure of Updates to Ongoing Tax Litigations or Disputes
The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below:

Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes
Sr. No. Name of the opposing party Date of initiation of the litigation / dispute Status of the litigation / dispute as per last disclosure Current status of the litigation / dispute