General information about company |
|
|---|---|
| Scrip Code | 542649 |
| NSE Symbol | RVNL |
| MSEI Symbol | NOTLISTED |
| ISIN | INE415G01027 |
| Name of the entity | RAIL VIKAS NIGAM LIMITED |
| Date of start of financial year | 01-Apr-2025 |
| Date of end of financial year | 31-Mar-2026 |
| Reporting Quarter | Yearly |
| Date of Quarter Ending | 31-Mar-2026 |
| 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 | During the quarter 01.01.2026 to 31.03.2026. There is no acquisition of shares or voting rights in unlisted companies in terms of sub-para 1 of para A of Part A of Schedule III. |
| 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? | Yes |
| 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 | During the quarter 01.01.2026 to 31.03.2026. There is no ongoing tax litigations or disputes in terms of the provisions of para B(8) of Part A of SCHEDULE III of LODR. |
| Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity? | Yes |
| Risk management committee | Yes |
| Market Capitalisation as per immediate previous Financial Year | Top 100 listed entities |
| Is SCORE ID Available ? | Yes |
| SCORE Registration ID | comz00364 |
| Reason For No SCORE ID | |
| Type of Submission | New |
| Remarks (website dissemination) | |
Annexure I |
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| 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 | As on 31.03.2026, the total strength of BoD is Eight Directors comprising of Five Functional Directors and Two Government Nominee Directors and One Independent Director. It may kindly be noted that Rail Vikas Nigam Limited, being a Government Company, all the Directors including (Independent Directors) are appointed by the Honble President of India through concerned Administrative Ministry i.e., Ministry of Railway (MoR). The Company has no role to play in the appointment of Directors.The Company has been requesting MoR at regular intervals for the appointment of Independent Directors (including one Woman Independent Director) on the Board of the Company for compliance with SEBI (LODR) Regulations, 2015. | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Whether the listed entity has a Regular Chairperson | Yes | |||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | No | 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. | Saleem Ahmad | 10119432 | Executive Director | Chairperson | MD | 01-May-1969 | No | Active | NA | 23-Dec-2025 | 23-Dec-2025 | 1 | 0 | 0 | 0 | ||||||||||
| 2 | Mrs. | Anupam Ban | 07797026 | Executive Director | Not Applicable | 22-Oct-1967 | No | Active | NA | 09-Feb-2023 | 09-Feb-2023 | 1 | 0 | 1 | 0 | |||||||||||
| 3 | Mr. | Mritunjay Pratap Singh | 08165734 | Executive Director | Not Applicable | 10-Jun-1968 | No | Active | NA | 26-Nov-2024 | 26-Nov-2024 | 1 | 0 | 2 | 0 | |||||||||||
| 4 | Mr. | Abhishek Kumar | 10644411 | Executive Director | Not Applicable | 01-Apr-1977 | No | Active | NA | 05-Jun-2025 | 05-Jun-2025 | 2 | 0 | 2 | 1 | |||||||||||
| 5 | Mr. | Amit Tandon | 10167354 | Executive Director | Not Applicable | 13-Jan-1970 | No | Active | NA | 02-Jan-2026 | 02-Jan-2026 | 1 | 0 | 1 | 0 | |||||||||||
| 6 | Mr. | Naresh Chandra Karmali | 09103211 | Non-Executive - Nominee Director | Not Applicable | 27-Oct-1967 | No | Active | NA | 20-May-2024 | 20-May-2024 | 1 | 0 | 2 | 0 | |||||||||||
| 7 | Mr. | Prem Sagar Gupta | 09329458 | Non-Executive - Nominee Director | Not Applicable | 29-May-1968 | No | Inactive | NA | 06-Nov-2024 | 05-Jan-2026 | 0 | 0 | 0 | 0 | Others | ||||||||||
| 8 | Mr. | Bhartesh Kumar Jain | 11508692 | Non-Executive - Nominee Director | Not Applicable | 19-Nov-1970 | No | Active | NA | 28-Jan-2026 | 28-Jan-2026 | 1 | 0 | 0 | 0 | |||||||||||
| 9 | Mr. | Surender Singh | 11108145 | Non-Executive - Independent Director | Not Applicable | 01-Mar-1967 | No | Active | NA | 15-May-2025 | 15-May-2025 | 10.17 | 1 | 1 | 2 | 2 | ||||||||||
Annexure 1 |
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II. Composition of Committees |
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| Disclosure of notes on composition of committees explanatory | .The composition of Audit Committee and Nomination and Remuneration Committee is not in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, due to not having sufficient number of Independent Directors on the Board of RVNL. Further the composition of Stakeholder Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee is in compliance with the provisions of SEBI (LODR) Regulations, 2015 & Companies Act, 2013 respectively. Kindly refer note given in Composition of BoD. |
Audit Committee Details |
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|---|---|
| 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 | 11108145 | Surender Singh | Non-Executive - Independent Director | Chairperson | 15-May-2025 | ||
| 2 | 08165734 | Mritunjay Pratap Singh | Executive Director | Member | 26-Nov-2024 | ||
| 3 | 09103211 | Naresh Chandra Karmali | Non-Executive - Nominee Director | Member | 08-Nov-2024 | ||
| 4 | 07797026 | Anupam Ban | Executive Director | Member | 21-Mar-2025 |
Nomination and remuneration committee |
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|---|---|
| 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 | 11108145 | Surender Singh | Non-Executive - Independent Director | Chairperson | 15-May-2025 | ||
| 2 | 09103211 | Naresh Chandra Karmali | Non-Executive - Nominee Director | Member | 07-Nov-2024 | ||
| 3 | 09329458 | Prem Sagar Gupta | Non-Executive - Nominee Director | Member | 15-May-2025 | 05-Jan-2026 | |
| 4 | 10167354 | Amit Tandon | Executive Director | Member | 05-Jan-2026 | 28-Jan-2026 | |
| 5 | 11508692 | Bhartesh Kumar Jain | Non-Executive - Nominee Director | Member | 28-Jan-2026 |
Stakeholders Relationship Committee |
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|---|---|---|
| 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 | 11108145 | Surender Singh | Non-Executive - Independent Director | Chairperson | 15-May-2025 | ||
| 2 | 08165734 | Mritunjay Pratap Singh | Executive Director | Member | 26-Nov-2024 | ||
| 3 | 09103211 | Naresh Chandra Karmali | Non-Executive - Nominee Director | Member | 01-Oct-2024 | ||
| 4 | 09329458 | Prem Sagar Gupta | Non-Executive - Nominee Director | Member | 15-May-2025 | 05-Jan-2026 | |
| 5 | 10167354 | Amit Tandon | Executive Director | Member | 05-Jan-2026 |
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 | 08165734 | Mritunjay Pratap Singh | ED | Chairperson | 19-Dec-2024 | ||
| 2 | 11108145 | Surender Singh | ID | Member | 15-May-2025 | ||
| 3 | 07797026 | Anupam Ban | ED | Member | 19-Dec-2024 | ||
| 4 | 09103211 | Naresh Chandra Karmali | NED,ND | Member | 01-Oct-2024 |
Annexure 1 |
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| III. Meeting of Board of Directors | ||||||||
| Disclosure of notes on meeting of board of directors explanatory | The requirement of quorum for Board Meeting as per SEBI (LODR) Regulations, 2015 has not been met due to insufficient number of Independent Directors. Kindly refer note given in Composition of BoD. | |||||||
| 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 | 11-Nov-2025 | Yes | 7 | 6 | 1 | |||
| 2 | 15-Jan-2026 | Yes | 7 | 7 | 1 | |||
| 3 | 05-Feb-2026 | 20 | Yes | 8 | 7 | 1 | ||
Annexure 1 |
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|---|---|---|---|---|---|---|---|---|---|---|
| IV. Meeting of Committees | ||||||||||
| Disclosure of notes on meeting of committees explanatory | The requirement of quorum of commmittee meetings as per SEBI (LODR) Regulation, 2015 has not been met due to insufficient number of Independent Directors. Kindly refer the note given in Composition of BoD. | |||||||||
| 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 | 11-Nov-2025 | Yes | 4 | 3 | 1 | 0 | |||
| 2 | Audit Committee | 15-Jan-2026 | Yes | 4 | 4 | 1 | 0 | |||
| 3 | Audit Committee | 05-Feb-2026 | 20 | Yes | 4 | 3 | 1 | 0 | ||
| 4 | Nomination and remuneration committee | 11-Nov-2025 | Yes | 3 | 3 | 1 | 0 | |||
| 5 | Risk Management Committee | 11-Dec-2025 | 14 | Yes | 4 | 3 | 1 | 0 | ||
| 6 | Risk Management Committee | 25-Mar-2026 | 103 | Yes | 4 | 3 | 1 | 0 | ||
| 7 | Stakeholders Relationship Committee | 25-Mar-2026 | Yes | 4 | 3 | 1 | 0 | |||
Annexure 1 |
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| 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: | For point no. 1 RVNL, it may kindly be noted that Rail Vikas Nigam Limited, being a Government Company, all the Directors including (Independent Directors) are appointed by the Honble President of India through concerned Administrative Ministry i.e., Ministry of Railway (MoR). The Company has no role to play in the appointment of Directors.The Company has been requesting MoR at regular intervals for the appointment of Independent Directors (including one Woman Independent Director) on the Board of the Company for compliance with SEBI (LODR) Regulations, 2015. For point no. 2 & 3 there were insufficient Independent Directors on the Board of the Company. Therefore the composition of Audit Committee and Nomination and Remuneration Committee are not in compliance. |
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Annexure 1 |
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| Sr | Subject | Compliance status |
| 1 | Name of signatory | Kalpana Dubey |
| 2 | Designation | Company Secretary and Compliance Officer |
Details of Cyber security incidence |
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| 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 |
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| Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) | ||||
|---|---|---|---|---|
| I. Disclosure on website in terms of LODR Regulation | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is No details of non-compliance may be given here. | Web address |
| 1.1 | Details of business | Yes | https://rvnl.org/home | |
| 1.2 | Memorandum of Association and Articles of Association | Yes | https://rvnl.org/RVNL_cms/uploads/investorinfo/MoA_and_AoA.pdf | |
| 1.3 | Brief profile of board of directors including directorship and full time positions in body corporates | Yes | https://rvnl.org/management-board | |
| 2 | Terms and conditions of appointment of independent directors | Yes | https://rvnl.org/terms-conditions | |
| 3 | Composition of various committees of board of directors | Yes | https://rvnl.org/board-committees | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | https://rvnl.org/RVNL_cms/uploads/copolicy/Code_of_conduct.pdf | |
| 5 | Details of establishment of vigil mechanism or whistle blower policy | Yes | https://rvnl.org/RVNL_cms/uploads/copolicy/WhistleblowerpolicyofRVNL.pdf | |
| 6 | Criteria of making payments to non-executive directors | NA | ||
| 7 | Policy on dealing with related party transactions | Yes | https://rvnl.org/RVNL_cms/uploads/copolicy/Policy_on_RPT_Amended_2023.pdf | |
| 8 | Policy for determining material subsidiaries | Yes | https://rvnl.org/RVNL_cms/uploads/copolicy/RVNLMaterialityPolicies.pdf | |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | https://rvnl.org/familiarization | |
| 10 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | https://rvnl.org/investor-information | |
| 11 | Email address for grievance redressal and other relevant details | Yes | https://rvnl.org/investor-information | |
| 12 | Financial results | Yes | https://rvnl.org/financial-result | |
| 13 | Shareholding pattern | Yes | https://rvnl.org/shareholding-pattern | |
| 14 | Details of agreements entered into with the media companies and/or their associates | Yes | https://rvnl.org/details-agreement | |
| 15.1 | Schedule of analyst or institutional investor meet and presentation prepared by listed entity for analyst or institutional investor meet | Yes | https://rvnl.org/schedule-of-analysts | |
| 15.2 | Audio or video recordings and transcripts of post earnings/quarterly calls | Yes | https://rvnl.org/schedule-of-analysts | |
| 16 | New name and the old name of the listed entity | NA | ||
| 17 | Advertisements as per regulation 47 (1) | Yes | https://rvnl.org/advertisement-in-newspaper | |
| 18 | Credit rating or revision in credit rating obtained | Yes | https://rvnl.org/credit-rating | |
| 19 | Separate audited financial statements of each subsidiary of the listed entity | Yes | https://rvnl.org/Subsidiaries/null/null | |
| 20 | Secretarial compliance report | Yes | https://rvnl.org/annual-secretarial-compliance | |
| 21 | Materiality policy as per regulation 30 (4) | Yes | https://rvnl.org/RVNL_cms/uploads/copolicy/RVNLMaterialityPolicies.pdf | |
| 22 | Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) | Yes | https://rvnl.org/RVNL_cms/uploads/investorinfo/RVNL-KMP%20for%20determining%20Materiality%20of%20Events.pdf | |
| 23 | Disclosures under regulation 30(8) | Yes | https://rvnl.org/Intimation_to_stock_exchange | |
| 24 | Statements of deviation(s) or variations(s) as specified in regulation 32 | NA | ||
| 25 | Dividend distribution policy as specified in regulation 43A (1) | Yes | https://rvnl.org/RVNL_cms/uploads/copolicy/RVNLDividendDistributionPolicy.pdf | |
| 26.1 | Annual return as provided under section 92 of the Companies Act 2013 | Yes | https://rvnl.org/annual-report | |
| 26.2 | Employee benefit scheme documents framed in terms of SEBI (SBEB) regulations 2021 | |||
| 27 | Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) | Yes | https://rvnl.org/RegulationOfSebiComponent | |
| 28 | Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updation | Yes | https://rvnl.org/RegulationOfSebiComponent | |
| 29 | Disclosure of notes on website in terms of Listing Regulations explanatory | |||
Annexure II |
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|---|---|---|---|---|
| II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is No details of non-compliance may be given here. |
| 1 | Independent director(s) have been appointed in terms of specified criteria of independence and/or eligibility | 16(1)(b) | Yes | |
| 2 | Board Composition | 17(1), 17(1A) & 17(1C), 17(1D) & 17(1E) | No | During the quarter ended 31.03.2026, the strength of the Board of the Company comprises of Eight Directors out of which Five are Whole-Time Directors (including Chairman & Managing Director) & Two Govt. Nominee Directors and One Independent Director. The appointment of 6 IDs (including one woman Independent Director) on the Board of the Company is awaited from Ministry of Railways (MOR), Govt. of India (GOI). It may kindly be noted that Rail Vikas Nigam Limited, being a Government Company, all the Directors including (Independent Directors) are appointed by the Hon’ble President of India through concerned Administrative Ministry i.e., Ministry of Railway (MoR). The Company has no role to play in the appointment of Directors.The Company has been requesting MoR at regular intervals for the appointment of Independent Directors (including one Woman Independent Director) on the Board of the Company for compliance with SEBI (LODR) Regulations, 2015. |
| 3 | Meeting Of Board Of Directors | 17(2) | Yes | |
| 4 | Quorum of board meeting | 17(2A) | Yes | |
| 5 | Review of Compliance Reports | 17(3) | Yes | |
| 6 | Plans for orderly succession for appointments | 17(4) | Yes | |
| 7 | Code of Conduct | 17(5) | Yes | |
| 8 | Fees/compensation | 17(6) | Yes | |
| 9 | Minimum Information | 17(7) | Yes | |
| 10 | Compliance Certificate | 17(8) | Yes | |
| 11 | Risk Assessment & Management | 17(9) | Yes | |
| 12 | Performance Evaluation of Independent Directors | 17(10) | NA | |
| 13 | Recommendation of Board | 17(11) | Yes | |
| 14 | Maximum number of Directorships | 17A | Yes | |
| 15 | Composition of Audit Committee | 18(1) | No | In the absence of Independent Directors, the composition of Audit Committee of RVNL, during the quarter ended 31.03.2026, comprises of: 1. Chairman, Non-Executive Independent Director 2. Member, Executive Director 3. Member, Executive Director 4. Member, Non-Executive-Nominee Director. It may kindly be noted that Rail Vikas Nigam Limited, being a Government Company, all the Directors including (Independent Directors) are appointed by the Hon’ble President of India through concerned Administrative Ministry i.e., Ministry of Railway (MoR). The Company has no role to play in the appointment of Directors.The Company has been requesting MoR at regular intervals for the appointment of Independent Directors (including one Woman Independent Director) on the Board of the Company for compliance with SEBI (LODR) Regulations, 2015. |
| 16 | Meeting of Audit Committee | 18(2) | Yes | |
| 17 | Role of Audit Committee and information to be reviewed by the audit committee | 18(3) | Yes | |
| 18 | Composition of nomination & remuneration committee | 19(1) & (2) | No | In the absence of Independent Directors, the composition of Nomination Remuneration Committee of RVNL, during the quarter ended 31.03.2026, comprises of: 1. Chairman, Non-Executive Independent Director 2. Member, Non-Executive-Nominee Director 3. Member, Non-Executive-Nominee Director.It may kindly be noted that Rail Vikas Nigam Limited, being a Government Company, all the Directors including (Independent Directors) are appointed by the Hon’ble President of India through concerned Administrative Ministry i.e., Ministry of Railway (MoR). The Company has no role to play in the appointment of Directors.The Company has been requesting MoR at regular intervals for the appointment of Independent Directors (including one Woman Independent Director) on the Board of the Company for compliance with SEBI (LODR) Regulations, 2015. |
| 19 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | Yes | |
| 20 | Meeting of Nomination and Remuneration Committee | 19(3A) | Yes | |
| 21 | Role of Nomination and Remuneration Committee | 19(4) | Yes | |
| 22 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | Yes | |
| 23 | Meeting of Stakeholders Relationship Committee | 20(3A) | Yes | |
| 24 | Role of Stakeholders Relationship Committee | 20(4) | Yes | |
| 25 | Composition and role of risk management committee | 21(1),(2),(3),(4) | Yes | |
| 26 | Meeting of Risk Management Committee | 21(3A) | Yes | |
| 27 | Quorum of Risk Management Committee meeting | 21(3B) | Yes | |
| 28 | Gap between the meetings of the Risk Management Committee | 21(3C) | Yes | |
| 29 | Vigil Mechanism | 22 | Yes | |
| 30 | Policy for related party Transaction | 23(1), (1A), (5), (6), & (8) | Yes | |
| 31 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | Yes | |
| 32 | Approval for material related party transactions | 23(4) | NA | |
| 33 | Disclosure of related party transactions on consolidated basis | 23(9) | Yes | |
| 34 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | NA | |
| 35 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | Yes | |
| 36 | Alternate Director to Independent Director | 25(1) | NA | |
| 37 | Maximum Tenure | 25(2) | Yes | |
| 38 | Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism | 25(2A) | NA | |
| 39 | Meeting of independent directors | 25(3) & (4) | Yes | |
| 40 | Familiarization of independent directors | 25(7) | Yes | |
| 41 | Declaration from Independent Director | 25(8) & (9) | Yes | |
| 42 | Directors and Officers insurance | 25(10) | Yes | |
| 43 | Confirmation with respect to appointment of Independent Directors who resigned from the listed entity | 25(11) | NA | |
| 44 | Memberships in Committees | 26(1) | Yes | |
| 45 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
| 46 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| 47 | Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity | 26(6) | NA | |
| 48 | Vacancies in respect Key Managerial Personnel | 26A(1) & 26A(2), 26A(3) | NA | |
| Any other information to be provided - Add Notes | ||||
| Annexure II | ||
|---|---|---|
| III. Affirmations | ||
| Sr | Particulars | Compliance status (Yes/No/NA) |
| 1 | The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied | Yes |
| Any other information to be provided | ||
| Annexure II | ||
|---|---|---|
| 1 | Name of signatory | Kalpana Dubey |
| 2 | Designation | Company Secretary and Compliance Officer |
Additional Half yearly Disclosure |
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|---|---|---|---|
| Any Other Information for Disclosure of Loans / Guarantees / Comfort Letters / Securities Etc. | |||
| 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 | 317172.62 | |
| KMPs or any other entity controlled by them | 0 | 931450.78 | |
| (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 | |||
| 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 | ||
| Name | Chandan Kumar Verma | ||
| Designation | Chief Financial Officer | ||
| Place | New Delhi | ||
| Date | 29-Apr-2026 | ||
Signatory Details |
|
|---|---|
| Name of signatory | Kalpana Dubey |
| Designation of person | Company Secretary and Compliance Officer |
| Place | New Delhi |
| Date | 29-Apr-2026 |
Investor Grievance Details |
|
|---|---|
| No. of investor complaints pending at the beginning of Quarter | 0 |
| No. of investor complaints received during the Quarter | 8 |
| No. of investor complaints disposed off during the Quarter | 8 |
| 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- |
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|---|---|---|---|---|---|
| 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 |
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|---|---|---|---|---|---|
| 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 |
| 1 | National Stock Exchange of India Limited | Fine | 27-Feb-2026 | NSE letter no. NSE/LISTSOP/ COMB/FINES/0215 dated 27th February, 2026 have levied Fine of Rs. 9,77,040/- (inclusive of GST) on the Company for the non-compliance with Regulation 17(1), 18(1) & 19(1)/(2)- Non-compliance for the composition of the Board and its committees for the quarter ended 31st December, 2025. | The fine imposed on the Company by National Stock Exchange of India Limited and BSE Limited has no impact on the financial, operation or other activities of the Company. However, the Company has identified the same under contingent liability in the financial statements of the Company. On attaining compliance with SEBI (LODR) upon appointment of the requisite number of Directors by MoR, the Company will be eligible for the waiver of fines as per the SEBI's policy for exemption of fines. It may be noted that in earlier instances of non-compliance, stock exchanges had already waived off fine imposed on the Company upon attaining the requisite compliances. |
| 2 | BSE Limited | Fine | 27-Feb-2026 | BSE Email w.r.t. Fines as per SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 on 27th February, 2026 have levied Fine of Rs. 9,77,040/- (inclusive of GST) on the Company for the non- compliance with Regulation 17(1), 18(1) & 19(1)/(2)- Non-compliance for the composition of the Board and its committees for the quarter ended 31st December, 2025. | Same as above |
Disclosure of Updates to Ongoing Tax Litigations or Disputes |
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|---|---|---|---|---|---|
| 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 | |