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Railtel Corporation of India Ltd.

BSE: 543265 Sector: Telecom
NSE: RAILTEL ISIN Code: INE0DD101019
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VOLUME 37097
52-Week high 153.90
52-Week low 84.00
P/E 15.08
Mkt Cap.(Rs cr) 3,203
Buy Price 99.65
Buy Qty 4.00
Sell Price 99.80
Sell Qty 112.00
OPEN 98.50
CLOSE 98.55
VOLUME 37097
52-Week high 153.90
52-Week low 84.00
P/E 15.08
Mkt Cap.(Rs cr) 3,203
Buy Price 99.65
Buy Qty 4.00
Sell Price 99.80
Sell Qty 112.00

Railtel Corporation of India Ltd. (RAILTEL) - Director Report

Company director report

Dear Shareholders

Your Company's Directors are pleased to present 21st Annual Report of theCompany along with Audited Accounts for the Financial Year ended 31st March2021 prepared in accordance with the provisions of the Companies Act 2013 read withrules made thereunder and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (as amended).

1. Company Overview

RailTel Corporation of India Limited is one of the largest neutral telecominfrastructure providers in the country owning a Pan-India optic fiber network onexclusive Right of Way (ROW) along Railway track. The biggest USP of RailTel is itsownership of a Pan- India 60000+ RKM of Optic fiber network which covers all importanttowns & cities of the country and several rural areas covering 70% of India'spopulation. RailTel with strong nationwide presence is committed to bring cutting edgetechnology and offer innovative services to the Indian Telecom market. With its Pan Indiahigh- capacity network RailTel is working towards creating a knowledge society at variousfronts.

Equipped with ISO-9001-2008 ISO-27001:2005 and ISO 20000-1:2011 certification RailTeloffers a wide gamut of managed telecom services to Indian Telecom market. The serviceincludes RailTel e-office Managed lease lines Tower collocation MPLS based IP-VPNInternet Data Center services HD Video Conferencing Services NGN based voice carriageservices to Telecom Operators Services to Internet Service Providers MSOs EnterprisesBanks Government Institution/Departments Educational Institutions/Universities PSUsetc.

RailTel being a "Mini Ratna (Category-I)" PSU is steaming ahead in theenterprise segment with the launch of various services coupled with capacity augmentationin its Core network. Your company stands as the only telecom PSU which is a 100% debtfree company and consistently profit-making PSU in telecom sector.

2. Financial Performance

During the year your Company has achieved total consolidated turnover of Rs. 1411crore. The Company has observed an increase of 23.75 % in its revenue from operationswhich comes out to be Rs. 1337 Crore on standalone basis. The total turnover of theCompany during the year is Rs. 1366 Crore comprising of other income of Rs. 29 Crore. Thesummarized financial results of your Company are shown in Table-1.

3. IPO and Listing of Shares

The Government of India announced the disinvestment of Company's equity shares throughan Offer for Sale by the President of India acting through Ministry of Railways.Accordingly Department of Investment and Public Asset Management (DIPAM) Ministry ofFinance had appointed M/s. ICICI Securities Limited M/s. SBI Capital Markets Limited andM/s. IDBI Capital Markets & Securities Limited as Book Running Lead Managers("BRLMs") and M/s. Crawford Bayley & Co. Squire Patton Boggs Singapore LLPas Domestic and International Legal Advisors respectively for carrying out the process ofdisinvestment of 87153369 equity shares i.e. 27.16% of the paid up equity share capitalof the Company through Initial Public Offering ("IPO").

The public issue was opened for subscription on 16th February 2021 andclosed on 18th February 2021 at an offer price of Rs. 94/- per equity Share(including a share premium of Rs. 84/- per equity Share).

The Company's public issue received an overwhelming response from all the categories ofInvestors and was subscribed 42.39 times. The Company's shares were admitted into both thedepositories i.e. National Securities Depository Limited ("NSDL") and CentralDepository Services (India) Limited ("CDSL") and are traded under InternationalSecurities Identification Number ("ISIN") -INE0DD101019. The equityshares

of the Company got listed on 26th February 2021 on National Stock Exchangeof India Limited ("NSE") and BSE Limited ("BSE"). The Scrip Code forequity shares of RailTel assigned by BSE is 543265 and Scrip Symbol assigned by NSE isRAILTEL.

The proceeds of the issue amounting of Rs. 819.24 Crores were credited to the accountof Government of India PAO DIPAM. Listing of equity shares has made the Company morerecognizable and has enhanced the brand image of RailTel.

Table-1: Financial Performance of Company

(In Rs.. Crore)

Particulars Year ended 31/03/2021 Yearended 31/03/2020 Year ended 31/03/2021 Year ended 31/03/2020
Consolidated Standalone
Total Revenue 1411 1166 1366 1112
- Revenue from Operations 1378 1128 1337 1081
- Other Income 33 38 29 31
Expenditure 1055 801 1012 751
Gross Margin 356 365 354 361
Depreciation 159 131 159 131
Profit Before Interest Tax & Exceptional items 197 234 195 230
Interest Nil Nil Nil Nil
Exceptional Items Nil 49 Nil 49
Tax/ Others 55 44 55 43
Profit for the Year 142 141 140 138
Basic EPS (In Rs.) 4.44 4.40 4.37 4.31

4. Share Capital

There is no change in the capital structure of the Company during the period underreview and from the end of the FY till the date of this report.

Accordingly Issued Subscribed and Paid-up Share Capital is Rs. 320.94 crore dividedinto 32.09 crore Equity Shares of Rs. 10 each as on 31st March 2021 includingRs. 305.94 crore issued for consideration other than cash.

In the beginning of the year the entire equity share capital of Rs. 320.94 Crores washeld by President of India and its nominees.

Due to the disinvestment announced by Govt. of India as mentioned in the Point-3above 87153369 nos. of equity shares were offered for sale through an IPO. Subsequentto the IPO the President of India and its Nominees held 233785038 equity shares. As on31st March 2021 the President of India and its Nominees acting throughMinistry of Railways Government of India holds 233785038 equity shares i.e. 72.84% ofthe paid up equity share capital of the Company.

The details of dematerialization of shares Demat Suspense Account/Unclaimed SuspenseAccount is provided in the Corporate Governance Report as annexed to this report.

5. Dividend

Your Company has a consistent track-record of dividend payment. The Board of Directorsof your Company had earlier approved payment of an Interim Dividend of Rs. 1 per shareamounting to Rs. 32.09 Crore for the FY 2020-21. Further the Board has recommendedpayment of final dividend of Rs. 1.20 per share amounting to Rs. 38.51 Crore for the FY2020-21. The total dividend payment for the FY 2020-21 would be Rs. 70.60 crore ascompared to Rs. 68.06 Crore paid for the FY 2019-20.

In terms of Regulation 43A of SEBI (LODR) Regulations 2015 and the guidelines on"Capital Restructuring of Central Public Enterprises" issued by the DIPAM theBoard of Directors of the Company has formulated and adopted the Dividend DistributionPolicy. The said Policy is annexed to this report at Page No. 60 and is alsoavailable on the Company's website i.e. www.railtelindia.com

6. Railways Revenue Share

The Company is also contributing by way of revenue share @ 7 % on services to IndianRailways and the total share of such contribution comes to Rs. 30.68 crore as against suchshare of Rs. 31.81 crore in the preceding year. The cumulative revenue share to Railwaysamounting to Rs. 299 crore till this year.

Besides the Company has also paid license fee @ 8% (at present) to DoT Govt. of Indiaon its income from telecom business carried by it under licenses granted to it.

7. Reserves

The Company appropriated its profit earned during the year under review. It hastransferred Rs. 40 Crore to the General Reserves during the year. The total reserves &surplus at the end of the FY 2020-21 is Rs. 1082 Crore (on Standalone basis).

8. Capital Expenditure

During the year Capital expenditure of Rs. 98 Crore approx was incurred mainlyon NBCC Building OFC related assets Telecom & Radio equipment's etc. The Companymade commitments to the tune of Rs. 73.19 Crore on capital account and accordinglyexpenditure would be booked during the current financial year in addition to the capitalexpenditure allocated for FY 2020-21.

9. Declaration from Independent Directors

RailTel has received a declaration from its Independent Directors stating that theyhave met the criteria of independence under Section 149(6) of the Companies Act 2013 andthe SEBI (LODR) Regulations and are not disqualified from continuing as IndependentDirectors. During the year there has been no appointment or extension of an IndependentDirector for a term exceeding 5 (Five) years as per Section 149(10) of the Companies Act2013.

10. Number of Meetings of Board

The Board met Ten (10) times for transacting the business of the Company during the FY2020-21 i.e. on 07/08/2020 28/08/2020 26/09/2020 28/09/2020 29/10/2020 22/12/202013/01/2021 09/02/2021 19/02/2021 and 22/03/2021. The particulars of the meetings heldand attended by Directors are detailed in the Corporate Governance Report as annexed tothis report.

11. Retirement of Directors by Rotation

In terms of the Companies Act 2013 the provisions with respect to retirement ofDirectors by rotation will not be applicable to the Independent Directors of the Company.In view of this no Independent Director is being considered to be retired by rotation.The part-time Govt. nominee directors were considered as directors not liable to retire byrotation but other directors (i.e. functional directors) will be retiring by rotation.Accordingly Shri Ashutosh Vasant (Director) is liable to retire by rotation and beingeligible offers himself for reappointment.

12. Remuneration to Directors

RailTel being a Government Company under the provisions of the Companies Act 2013the Directors of the Company are appointed by the President of India acting throughMinistry of Railways Government of India. The functional Directors are appointed by theGovernment of India who draw remunerations under Industrial Dearness Allowance (IDA)pattern of pay scale except in case of CMD who is on deputation to RailTel from Ministryof Railways and is drawing Central Dearness Allowance (CDA) pay scales as predetermined bythe Government and as per the terms and conditions of their appointment issued by theGovernment of India from time to time.

The Part time Government Nominee Directors on the Beard of the Company do not draw anyremuneration from the Company.The Part-time non-official Directors/ Independent Directorsare paid a sitting fee of Rs. 20000/- per meeting for attending meetings of Board orCommittees thereof besides cost of travel and lodging in case of outstation Directors.

13. Policy on Performance Evaluation of Directors

RailTel is a Government Company under the administrative control of Ministry ofRailways. The functional directors including Chairman and Managing Director (CMD) areselected on the recommendations of Public Enterprises Selection Board (PESB) in accordancewith the procedure and guidelines laid down by Government of India.

The Company enters into Memorandum of Understanding (MoU) with the AdministrativeMinistry i.e. Ministry of Railways Government of India every year containing keyperformance parameters for the company. The performance of the Company is evaluated byDepartment of Public Enterprise vis-a-vis MoU entered into with the Ministry of RailwaysGovernment of India.

The evaluation of performance of Functional Directors includes self-evaluation by therespective functional directors and subsequent assessment by CMD with final evaluation bythe Ministry of Railways (the administrative Ministry).

The performance evaluation of CMD includes selfevaluation and final evaluation by theMinistry of Railways.

In respect of Part-time Government nominee directors their evaluation is done by theMinistry of Railways as per the procedure laid down. Since Independent Directors areappointed by the administrative Ministry their evaluation is also done by the Ministry ofRailways and Department of Public Enterprises.

Ministry of Corporate Affairs (MCA) vide its circular dated June 5 2015 had exemptedGovernment Companies from the provisions of section 178(2) of the Companies Act 2013which requires performance evaluation of every director by the Nomination &Remuneration Committee. The circular further exempted Government Companies from theprovisions of Section 134 (3) (p) of Companies Act 2013 if directors are evaluated by theMinistry which is administratively in-charge of the Company as per its own evaluationmethodology.

Further Ministry of Corporate Affairs vide its notification dated 5th July2017 has exempted the provisions relating to review of performance of Chairperson andnonindependent directors and the Board as a whole and evaluation mechanism prescribed inSchedule IV of the Companies Act 2013 for Government Companies.

14. Committees of the Board

As on March 31 2021 the Board had five committees namely the Audit Committee theNomination & Remuneration Committee the Corporate Social Responsibilities Committeethe Stakeholders Relationship Committee and the Risk Management Committee. The detailednote on the composition of the Board and its committees are provided in the CorporateGovernance Report section of this Annual Report and the details of the Committees of theBoard is also available on the website of the Company i.e www.railtelindia.com

15. Subsidiary

Your Company has a wholly owned subsidiary by the name of "RailTel EnterprisesLimited" (REL) incorporated on 12th August 2014 under the provisions of theCompanies Act 2013.

The authorised share capital of REL is Rs. 50 Crore and paid up share capital is Rs. 10Crore. The entire equity share capital of REL is held by RailTel itself through itsnominees. The affairs of the Company are managed controlled and supervised by threeDirectors nominated by RailTel's Board.

During the year under review no company has become or ceased to be subsidiary/ jointventure/ associate Company of RailTel.

The consolidated Financial Statements of the Company duly audited by the StatutoryAuditors are presented in the Annual Report.

A report on performance and financial position of the subsidiary is presented in aseparate section of this Annual Report. Please refer Form AOC-1 annexed to theconsolidated Financial Statements in the Annual Report.

16. Projects Undertaken

The details of the projects undertaken during the year are included in ManagementDiscussion & Analysis Report forming part of this Annual Report.

17. Procurement from Micro and Small Enterprises

The Government of India has notified a Public Procurement Policy for Micro and SmallEnterprises (MSE) Order 2012. In terms of said policy and issued guidelines a mandatoryprocurement of a minimum of 25% of total annual procurement is required from Micro andSmall Enterprise's. Out of 25% target of annual procurement from MSE's sub targets of 4%from MSEs owned by Schedule Caste or Scheduled Tribe Entrepreneurs and 3% from MSEs ownedby Women Entrepreneurs are also earmarked for procurement.

The achievement of procurement target from MSEs (25% including a sub-target of 4% fromMSEs owned by SC/ ST entrepreneurs) during the financial year 2020-21 in compliance to theaforementioned Public Procurement Policy is shown in Table-2.

Table-2

Sl. No. Particulars 2020-21 (Rs. in Cr.)
1 Total annual procurement (in value) 736.31
2 Total value of procurement from MSEs 287.08
3 % age of procurement from MSEs (including SC/ST and women) 38.99%
4 Total value of procurement from only MSEs owned by SC/ST entrepreneurs 1.45
5 % age of procurement from MSEs owned by SC/ST entrepreneurs w.r.t. procurement through MSEs 0.50%
6 Total value of procurement from only MSEs owned by Women entrepreneurs 11.50
7 % age of procurement from MSEs owned by Women entrepreneurs w.r.t. procurement through MSEs 4.01%

18. Right to Information Act 2005

The Right to Information Act 2005 seeks to provide for setting out the practicalregime of Right to Information for citizens to secure access to information under thecontrol of Public Authorities in order to promote transparency and accountability in theworking of every Public Authority. RailTel being a responsible Public Sector Undertakinghas complied with the provisions of the Right to Information Act 2005 and designatedCPIO/ APIO and Appellate Authority as required under the provisions of the RTI Act 2005.The details of RTI dealt during the year is shown in Table-3.

Table-3

No. of RTI cases pending as on 01/04/2020 6
Received during the Year 179
Disposed off during the year 165
Pending as on 31/03/2021 20

19. Business Responsibility Report

In compliance with the requirement of Clause (f) of sub-regulation (2) of regulation 34of the SEBI (LODR) Regulations 2015 the Business Responsibility Report (BRR) disclosuresare integrated into the Annual report and aimed at describing RailTel initiatives indischarging responsibilities from an environmental social and governance perspective inthe specified format. The BRR is presented in separate section forming part of this AnnualReport.

20. Particulars of Loans Guarantees or Investments

During the year RailTel has not given any loan or guarantees covered under theprovisions of Section 186 of the Companies Act 2013 read with Companies (Meetings ofBoard and its Powers) Rules 2014.

The detail of investments made by the Company is given in the notes to the FinancialStatements.

21. Internal Controls Systems and their adequacy

The Company has an internal control system in commensuration with size scale andcomplexity of its operations.

During the year the Company has engaged Internal Auditors to carry out Internal Auditof the Company. The highlights of internal audit report and their synopsis were placedbefore the Audit Committee for its review.

Further RailTel has implemented ORACLE ERP solution with name "ProjectParivartan" and all modules like Projects Procurement Operations MaintenanceFinance HR Sales and Marketing are live from December 2013. Implementation of"Project Parivartan" has empowered all employees to focus on their corecompetencies making work environment stress free at the same time ensuring transparencyand decision making in the system. During year 202021 RailTel's IT team continuouslyworked towards strengthen of core processes of these implemented modules so that userscould effectively and efficiently use ERP for day to day work. New ERP Modules like EMDApplication Asset tagging for CO payment integration with Bank Dark Fiber BillingApplication Last Mile Provisioning through implementation target Application DigitalSignatures & IRN Invoicing Balance Sheet Automation E-Invoice for Railwire have beendeveloped during FY 2020-21 apart from regular O&M and enhancements works includingdevelopment of new reports.

Further as per management and business requirement during FY 2021-22 ERP team shallbe working for development of new applications like Web Start Application Vendor Billtracking Application Dashboard application for Mobile for higher management Dark FiberBilling Application Last Mile Provisioning through implementation target Application.

RailTel has fully implemented the NIC e-Office system in its working by replacing themanual files with Digital Files. The e-office workings have enhanced the transparency asfiles can be tracked and their status is known to all at all times. This has fastened thedecisionmaking process and strengthen the Internal Control System. E-Office workingensures data security and data integrity at all the times. This has proven to be boon in acrisis time and enabled employees to WORK FROM HOME which would have been impossible incase of manual filing system.

22. Annual Return

The Annual Return of the Company as on March 31 2021 is available on the Company'swebsite and can be accessed at https://www.railtelindia.com/profile-4/annual-report-review-and-annual-return.html

23. Management's Discussion and Analysis Report

In compliance with the requirement of Regulation 34(2)(e) of the SEBI (LODR)Regulations 2015 the Management's Discussion and Analysis Report for the year underreview is presented in separate section forming part of this Annual Report.

24. Human Resource Development.

The Human Resource Development (HRD) function in the organization has been designed tomaximize employee performance. HRD is primarily concerned with the management of peoplewithin organization and focusing on policies and systems. RailTel firmly believes in thestrength of its most vital asset i.e. Human Resource. RailTel cares and values for itshuman resource which is the bedrock of success story. To keep the employees' morale highyour Company extends several welfare benefits to them and their families by way ofimplementing various new and revised welfare policies for its employees. RailTel has alsoorganized free COVID vaccination camps at its Corporate/Regional Offices for the benefitof its employees including outsourced/contractual staff and their eligible family members.

As on 31st March 2021 the Company had total manpower strength of 700 employeesincluding regular deputationist contractual and consultants. The details are shown in Table-4.During the year Company has also availed the services of 1511 outsourcedemployees.

Table-4

Category No. of Employees for the year ended 31.03.2020 No. of Employees for the year ended 31.03.2021
Regular Employees 468 461
Deputationist 47 52
On Contract 175 169
Consultants 31 18

The percentage of women employees SC/ST/OBC employees persons with disabilities andex-servicemen out of regular employees of the Company is Shown in Table-5.

Table-5

Category No. of Employees for the year ended 31.03.2020 No. of Employees for the year ended 31.03.2021 % of total no. of regular employees during financial year ended 31.03.2021 No. of recruitment made in these categories*
Women Employees 45 46 9.9 0
SC Personnel 63 64 142 0
ST Personnel 18 18 40 0
Other Backward Classes 119 119 26.3 0
Persons with Disabilities 7 7 1.5 0
Ex-Serviceman 1 1 02 0

* Employees who join on absorption basis are regular employees but not part ofrecruitment data.

The Company has been following the Govt. Guidelines regarding reservation for SCs STsOBCs Persons with disabilities (Pwds) and ex-servicemen.

25. Particulars of Employees

As per provisions of section 197(12) of the Companies Act 2013 read with the Rule 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 every Company is required to give a statement showing the names and otherparticulars of the employees drawing remuneration in excess of the limits set out in thesaid rules in the Annual Report of the Company

However as per notification dated June 05 2015 issued by the Ministry of CorporateAffairs Government of India Government Companies are exempted from complying withprovisions of section 197 of the Companies Act 2013.

Your Company is a Government Company therefore such particulars have not beenincluded as part of the Board's report.

26. Rajbhasha (Official Language)

For effective implementation of official language in RailTel guidelines of Directorateof Official Language Ministry of Railways and Department of Official Language Ministryof Home Affairs are followed. The company has an Official Language ImplementationCommittee at the corporate level which through regular quarterly meetings reviews theuse of the official language being carried out in the office functioning in the CorporateOffice and Regional Offices. All officers/employees are encouraged to do their work inHindi using easy vocabulary. All computers / laptops available in the office have Unicodefacility.

The company has been regularly attending the quarterly meetings of the OfficialLanguage Implementation Committee of the Railway Board and quarterly progress reports aresent regularly to the Railway Board The company is also a member ofthe Town OfficialLanguage Implementation Committee (Upkram-1) New Delhi and Hindi progress report is sentregularly to the Committee and also participates in the periodical meetings of theCommittee. The Company was also inspected by the Second Sub-Committee of the ParliamentaryCommittee on Official Language in August 2020 to review of the use of Hindi and thecompany is following the directions given by the Committee.

Like every year this year also on the occasion of Hindi Day Hindi Pakhwada wascelebrated in RailTel from September 10 2020 to September 24 2020 and various activities/ programs were organized during the fortnight the brief description of which is asfollows: -

On 10.09.2020 a banner related to the organization of Hindi Fortnight was put up atthe main entrance of RailTel's Corporate Office East Kidwai Nagar New Delhi. The firsttwo days of the fortnight i.e on 10th and 11*^ September 2020 A campaign waslaunched to ensure that the Corporate Office and in all Regional and Territory Offices theName Boards / Information Boards Name / Designations Plates Seals etc. subject on allregisters templates and prescribed forms should be in Hindi-English bilingual form thename designation and signature in the attendance register should be in Hindi and at leastthe forwarding letter of the tender seeking draft quotation must be in Hindi.

The following programs were organized in the remaining days of Pakhwada: -

Essay writing competition in Hindi Noting and drafting competition in Hindi

Short story competition in Hindi

Recitation competition of self written poetry in Hindi

A Hindi workshop was also organized through Webex on the topic of 'Resolving problemsof working in Hindi' for which Dr. Barun Kumar Director / Official Language of theMinistry of Railways Railway Board was invited as Speaker. 52 Executives of RailTelbenefited from the Hindi workshop.

On 24.09.2020 a Hindi quiz competition prize distribution and Rajbhasha Pakhwadaclosing ceremony program was organized. On this occasion Mr. Prem Pal Sharma a learnedscholar writer and retired Joint Secretary of the Ministry of Railways Railway Board wasinvited as the Chief Guest addressed and delivered a speech on the topic "HindiHamari Rajbhasha". Executives giving correct answers in Hindi quiz competition werehonored with the books of eminent Hindi writers by the Chief Guest and the winners ofother Hindi competitions were awarded with cash prizes and certificates by the Chairmanand Managing Director of RailTel. Apart from this one executive from each Regional Officeand Corporate Office was also awarded with cash award and certificate for doing most ofthe work in Hindi in the office. Compliance with covid-19 global pandemic regulations wasalso ensured in the programs organized during Hindi Pakhwada.

A quarterly illustrated "RailTel Gatividhian" newsletter is being publishedregularly by RailTel for the use of the Official Language the first edition of which waspublished from October to December 2018 and is being published regularly thereafter.Apart from this the official language magazine "RailTel Pragati" has also beenprinted on a half-yearly basis. Three editions have been published so far and the fourthissue is in process of publication. Appreciating the publication of the second issue of"Rajbhasha Griha Patrika" the Town Official Language Implementation CommitteeGurugram has also honored with a shield and certificate.

27. Prevention Prohibition and Redressal of Sexual Harassment

In order to provide protection against sexual harassment of women at workplace and forprevention and redressal of complaints of sexual harassment the Company has in place apolicy to prohibit & prevent the social evil of Sexual Harassment at Workplace inaccordance with the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and rules made thereunder.

The objective of the policy is to provide women a workplace free from harassment toensure that every woman is treated with dignity and respect and to provide a speedyredressal mechanism to women who have been subjected to sexual harassment.

For the said purposes RailTel has an Internal Complaints Committee (ICC) in place atits Corporate Office and all four Regional Office(s) which is responsible to:-

• Investigate every formal written complaint of sexual harassment.

• Meet at regular intervals.

• Prepare an Annual Report containing the details of complaints of sexualharassment pursuant to the provisions of Act and provide the same to employer.

• Take appropriate remedial measures to respond to any substantial allegations ofsexual harassment.

The summary of complaints received during the year is Shown in Table-6.

Table-6

Number of complaints of Sexual Harassment received in the year. Nil
Number of complaints disposed off during the year. Nil
Number of cases pending for more than 90 days. 0
Number of workshops on awareness programmes against sexual harassment conducted during the year. 2
Nature of Action Nil

28. Risk Management

The Board of Directors of your Company at their 78th meeting had earlieradopted a Risk Management Policy (RMP) prepared by M/s. Price Waterhouse Coopers (PwC).

The Board of Directors of your Company in their n7th meeting held on 22ndDecember 2020 had adopted the revised RMP which is in line with requirement of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. Further the Board ofDirectors of your Company in their 122nd meeting held on 17th June2021 has considered and approved the revision in existing Risk Management Policy to makeit in sync with the requirement of recent amendment in SEBI (LODR) Regulations 2015. Therevised Risk Management Policy is implemented in RailTel.

The present potential risks in RailTel are as follows:

• Project Risk

• Strategy Risk

• Market Risk

• People Risk

• Technology Risk

• Reputation Risk

• Insurable Risk

• Contractor/Vendor Risk

• Financial Risk

• Operational & Compliance Risk

• Cyber Security Risk

29. Related Party Transactions

Your Company has formulated a policy on Related Party Transactions which is alsoavailable on Company's website at www.railtelindia.com. This policy deals with the reviewand approval of Related Party Transactions. The Related Party Transactions entered duringthe year are given in Form no. AOC-2 in terms of section 134(3) (h) of theCompanies Act 2013 read with rule 8 (2) of the Companies (Accounts) Rules 2014 isforming part of this Report and is placed at Annexure-I.

30. Corporate Governance

A detailed report on Corporate Governance as stipulated under Regulation 34(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is appended and formspart of the Annual Report. The Company has always worked towards enhancing the CorporateGovernance and the principles underlying the same within the organization. Your Company isin compliance with DPE Guidelines on Corporate Governance to the extent possible. Pursuantto the requirements of DPE Guidelines 2010 a certificate obtained from Practicing CompanySecretary and is forming part of this Annual Report.

In compliance with the directives of DPE the Company is also regularly sending itsquarterly and consolidated annual report in the prescribed manner to its AdministrativeMinistry/DPE. For each quarter CPSEs are graded under various heads viz; Composition ofBoard Non-Official Directors Board Meetings Code of Conduct Audit CommitteeRemuneration Committee Board Disclosures Directors' Remuneration etc. on the basis ofscores prescribed for each head. For the year under review RailTel has secured based onself-evaluation an annual score of "91.84%" which falls under ‘Excellent'grade for compliance of DPE Guidelines on Corporate Governance for FY 2020-21.

31. Corporate Social Responsibility

As per the provisions of Companies Act 2013 your Company has formulated a CSR &Sustainability Policy which provides a broad framework within which the Company will carryout the CSR activities. The policy aims for social and economic development of communityin the areas of disaster management women empowerment rural development educationskill development health and such other areas and adhere to sustainable and transparentbusiness practices. The activities to be undertaken under the policy will be in accordancewith Schedule-VII of the Act.

During the FY 2020-21 RailTel has undertaken to spend Rs. 663.19 lakh on CSRactivities (includes Rs. 369.09 Lakh which is 2% of average net profit before tax (PBT)of the company earned during the immediately preceding three Financial Years plus Rs.33.42 Lakh carried forward from previous year plus Rs. 260.68 Lakh as unspent from2019-20. Out of the CSR budget Rs. 490.20 lakh was spent during FY 2020-21.

During the year RailTel has carried out various CSR activities like contribution to PMCares Fund provision of IT Infra at education center in Mathura providing free Wi-Fi atRailway stations establishing Digital Learning Centre Skill Development Centre for Womenetc.

One of the RailTel's CSR initiative namely 'RailTel's Akansha Super-30 DehradunUttarakhand' is related to providing free lodging and mentorship to poor but talentedstudents from state of Uttarakhand for admission to IIT's and other premier engineeringinstitutes. The program has success rate of 100%.

RailTel has contributed an amount of Rs. 330 Lakh out of the CSR budget for FY 2020-21to the PM CARES Fund to support the Govt. of India in its crusade against unprecedentedCOVID-19 pandemic across the country. The fund Prime Minister's Citizen Assistance andRelief in Emergency Situations Fund' (PM CARES Fund) has been setup by the Government ofIndia with the primary objective of dealing with any kind of emergency or distresssituation such as that posed by COVID 19 pandemic. The Annual Report on CSR as prescribedunder Companies (Corporate Social Responsibility Policy) Rules 2014 is forming part ofthis Report and is placed at Annexure-II.

32. Secretarial Standards

During the year the Company is in compliance with the applicable Secretarial Standardissued by the Institute of Company Secretaries of India (ICSI) to the extent applicable.

33. Vigil Mechanism

The Company has a Whistle-Blower Policy with an objective to provide its employees anavenue to raise complaints in line with commitment of RailTel to the highest standards ofethical moral and legal business conduct and to provide necessary safeguards forprotection of employees from reprisals or victimization for whistle blowing in goodfaith. The policy prescribes for reporting process and manner in which investigation mustbe conducted.

During the year under a full-time Chief Vigilance Officer the company carried outvarious preventive activities including periodic and surprise inspections which led tovarious system improvements. This shall enable RailTel to proactively ensure transparencyin various spheres of Companys activities as well as to take punitive measures whereverrequired.

The Status of Vigilance activities during the year is Shown in Table-7.

Table-7

SN HEAD NUMBER REMARKS
1 Number of Complaints received during the year 71 All complaints dealt as per complaint handling policy in a timely manner.
2 Number of investigations carried out during the year (incl. under directions of CVC & Railway Board) 14 Related to tender/contract management and procedure violations.
3 Number of Officers against whom disciplinary proceedings initiated arising out of investigations (incl. CBI cases) In addition action against 2 Ex-employees communicated to relevant authorities.
a) Major penalty proceedings 3 nos.
b) Minor penalty proceedings 5 nos.
4 Number of Inspections conducted during the year Across Corporate Office Regional offices & field units.
a) Periodic inspection 45
b) Surprise inspection 12
5 Number of Systemic Improvements taken up during the year 16 In respect to HR/Admin policies & procurement matters.

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(i) Other important work done in Vigilance department

IT Initiatives: Online Vigilance database of ERP created for allemployees. SOLVE (System for Online Vigilance Enquiry) portal of DoPT adopted for creationand maintenance of vigilance profiles for all E5 level and above executives. Process ofVigilance clearance of all executives now being done over ERP.

Trainings: 24 internal trainings conducted on procurement contract andpreventive vigilance matters covering all employees.

Vigilance Policy: Vigilance clearance policy and complaint handlingpolicy revised as per extant DoPT/CVC guidelines.

(ii) Vigilance awareness week

As per Central Vigilance Commission's directives Vigilance Awareness Week was observedin RailTel from 27.10.2020 to 02.11.2020 in its true spirit on the theme "ird HTTjr- Satark Bharat Samriddh Bharat."

During the week a number of vigilance awareness activities were carried out and eventsorganized involving RailTel's Officials as well as for other Citizens. The week began withintegrity pledge to RailTel officials on 27.10.2020. During the week a number ofvigilance awareness activities were carried out and events organized involving RailTel'sofficials as well as citizens. A brief of such activities is as under:

• On the occasion of inauguration of Vigilance Awareness Week an address by Sh.Suresh Patel Vigilance Commissioner CVC was organised on 27.10.2020 on vigilance themewhich was attended by all officers of Corporate office Regions & Territories ofRailTel.

• A lecture on public procurement matters was delivered by Sh. Shailendra SinghCTE Central Vigilance Commission on 28.10.2020.

• A workshop on matter related to conducting DAR and Inquiry proceedings wasorganised on 29.10.2020. The lecture was delivered by Sh. S N Gupta former Director/CVC& CVO/Sports Authority of India (presently Director USOF/ DoT).

• Sh. S P Beck Executive Director/S&T/Vigilance Railway Board was the chiefguest on last day of vigilance awareness week i.e. 02.11.2020 and he also addressed theofficers of RailTel on the occasion.

• A competition on article writing & poster creation was held among allemployees across India on the theme of Vigilance Awareness Week 2020. Total 25 entriesreceived against which prizes and certificates were handed out to shortlisted employees.

• RailTel vigilance department issued a vigilance bulletin on the occasioncomprising new vigilance policies guidelines on Tender Committee proceedings Do's &Don'ts of procurement apart from award winning articles and poems from employees.

• Various housekeeping activities were also carried out in all offices of RailTelas directed by CVC.

34. Impact of COVID-19

Covid-19 continues to have a devastating effect on people's lives as well as economicactivities around the world. The impact of the Covid-19 pandemic is likely to be minimalon telecom companies. There is likely to be substantial demand for our services like NICe-office Video conferencing VPN etc. due to surge in demad for remote workingenvironment. The demand for bandwidth has also increased tremendously. Work from home andonline school/college has raised the demand for our RailWire broadband as well. There isgoing to be an upward trend in the demand of digital services and RailTel team is fullyprepared to encash on the same.

35. Statutory Disclosures

Your Directors have made necessary disclosures as required under various enactmentsincluding the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

36. Auditors

36.1 Statutory Auditors

The Comptroller and Auditor General of India (CAG) has appointed M/s. Suresh Chandra& Associates of New Delhi as Central Statutory Auditors of the Company to audit theFinancial Statements for the year ended 31st March 2021.

Besides the CAG has also appointed the following named firms of Chartered Accountantsas Branch Auditors for auditing of four Regional Office(s) of the Company:

Auditor Region
Om Prakash S Chaplot & Co. Western Region
K.N. Gutgutia & Co. Eastern Region
Tukaram & Co. LLP Southern Region
Suresh Chandra & Associates Northern Region & Corporate Office

In terms of the authorization given by the members in their last Annual GeneralMeeting the Board on the recommendation of Audit Committee has already considered andapproved payment of fee for all the above Auditors to the aggregate extent of Rs. 23.88lakh excluding GST.

36.2 Cost Auditors

The Company has appointed M/s. R.J. Goel & Co. Cost Accountants as Cost Auditorsto audit the cost record maintained by the Company for the Financial Year 2020-21.

The Company has filed Form CRA-2 with the Ministry of Corporate Affairs in this regard.

36.3 Secretarial Auditor

During the year pursuant to provisions of Section 204 of the Companies Act 2013 readwith rules made thereunder RailTel has appointed M/s P.C. Jain & Co PracticingCompany Secretaries as Secretarial Auditor of the Company for the Financial Year 2020-21.The Secretarial Audit has been conducted by M/s P.C. Jain & Co Practicing CompanySecretaries and issued a Secretarial Audit Report in the format prescribed under Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. The Secretarial Auditreport of the Company for the year ended 31st March 2021 in Form MR-3 and theManagement's reply on the observation/comments of Secretarial auditor forms part of thisreport and are placed at Annexure-III & IV respectively.

37. Comments of CAG

The comment(s) of CAG are attached and forming part of this Annual Report.

38. Auditors' Report

The Auditors'Report of the Company for the year ended 31st March 2021 isattached with the Financial Statements of the Company. There is no qualification in theAuditors Report on the Financial Statements of the company.

39. Energy Conservation Technology Adoption Foreign Exchange Earnings and Outgo

The Company is presently engaged in providing telecom services. The disclosure onConservation of Energy and Technology Absorption as required under the provisions ofSection 134(3)(m) of the Companies Act 2013 and as prescribed under Rule 8 of Companies(Accounts) Rules 2014 is forming part of this Report and is placed at Annexure-V.

40. MOU with Administrative Ministry

RailTel is signing a MoU with the Government of India Ministry of Railways wherebystating inter alia the physical and financial targets. The MOU pertaining to FY 2020-21was signed with Ministry of Railways within stipulated time.

41. Event occurring after the Balance Sheet Date

As such no significant events occurred between the end of the financial year to whichthis Financial Statements relates and date of this report.

42. General

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

• Details relating to deposits covered under chapter V of the Companies Act 2013.

• Issue of equity shares with differential rights as to dividend voting orotherwise.

• Issue of shares (including sweat equity shares) to employees of the Companyunder any Scheme.

• Neither the Chairman and Managing Director nor the Whole-time Directors of theCompany receive any remuneration or commission from subsidiary company.

• No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

43. Directors' Responsibility Statement

In terms of the provisions of section 134(3)(c) of the Companies Act 2013 as amendedyour Directors confirm that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

44. Acknowledgements

Your Directors would like to place on record their sincere appreciation and gratitudeto the Indian Railways Government of India Department of Investment and Public AssetManagement (DIPAM) Ministry of Communications and IT and other Ministries/ Departmentssubscribers of Company's telecom services the stakeholders and bankers and to all theState Governments Local Bodies and Regulatory authorities for their continued cooperationand invaluable support. Your Directors thank all share-holders business partners and allmembers of the RailTel Family for their faith trust and confidence reposed in the Board.Your Directors express their deep appreciation for the hard work and dedicated efforts putin by the employees at all levels and look forward to their continued contribution inachieving the mission and objective of the Company.

For and on behalf of the Board
Sd/-
Puneet Chawla
Chairman and Managing Director
DIN: 08303340
Place: New Delhi
Date: 03/09/2021

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