Rail Vikas Nigam Limited has appointed M/s Kumar Naresh Sinha & Associates as its Secretarial Auditor for the financial year 2024-25. The company’s Board of Directors approved the appointment on February 14, 2025, ensuring compliance with corporate governance norms under SEBI regulations. This move standardizes the audit process for the upcoming fiscal year, reinforcing transparency in statutory compliance.

The appointment was made in accordance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board Meeting commenced at 17:30 hrs and concluded at 19:15 hrs on the same day. The company also submitted the required declaration as per SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023.

Auditor Profile and Experience

M/s Kumar Naresh Sinha & Associates is led by Shri Naresh Kumar Sinha, who brings extensive experience to the role. He has nine years of practice as a Company Secretary and over 35 years of total experience in the field. His background includes serving as Executive Director and Company Secretary at ONGC Limited, a Maharatna PSU, and as Company Secretary and Head Legal at BHEL. Currently, he serves as Secretarial Auditor for various listed and unlisted companies, including large public sector undertakings.

Regulatory Compliance

The appointment aligns with mandatory requirements for listed entities to appoint secretarial auditors. The company confirmed that there are no relationships between the directors and the appointed auditor that would require disclosure, as indicated by the 'NA' status in the regulatory filing. This ensures an independent audit process for the financial year.

Rail Vikas Nigam Limited has been fined by the Securities and Exchange Board of India (SEBI) for non-compliance with Board composition norms, specifically regarding the failure to appoint a Woman Director. The penalty relates to the quarter ended September 30, 2024, and violates Listing Regulation 17(1) of the SEBI (LODR) Regulations, 2015. The fine was imposed under SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, which outlines penal actions for such non-compliance. This regulatory action highlights ongoing governance gaps in the state-owned entity’s adherence to mandatory diversity requirements on its Board.

The company disclosed the fine in a communication to BSE Limited dated February 17, 2025, responding to an exchange email from November 21, 2024. The matter was placed before the Board of Directors for review. In its response, Rail Vikas Nigam Limited stated that it has been continuously following up with the Ministry of Railways regarding the vacancies of Independent Directors, including the required Woman Independent Director.

According to the company’s submission, several reminder letters have been sent to the Ministry of Railways requesting immediate action on these appointments. As a government-owned entity, Rail Vikas Nigam Limited asserted that it has no role to play in the actual appointment of Directors, attributing the delay entirely to the appointing authority. The Board observed this dependency in its meeting notes, emphasizing that the company is actively monitoring the situation but lacks direct control over the hiring process.

Key Compliance Details

The disclosure underscores the structural challenges faced by public sector undertakings in meeting SEBI’s timely compliance mandates when appointment powers reside with external government bodies. While the company maintains it is pursuing the matter with the Ministry of Railways, the financial penalty reflects the strict enforcement of governance standards regardless of administrative delays.