Rail Vikas Nigam declared a final dividend of ₹0.36 per equity share for FY 2022-23 at its 20th Annual General Meeting held on September 27, 2023. The meeting, conducted via Video Conferencing/Other Audio-Visual Means (VC/OAVM), saw shareholders approve key board appointments, authorize statutory auditor remuneration for FY 2023-24, and propose amendments to the Articles of Association (AoA) and Memorandum of Association (MoA) following the grant of Navratna status. This governance update coincides with the company reporting its highest-ever turnover of ₹20,281.57 crore, driven by robust project execution in railway infrastructure.

Financial Performance Highlights

Rail Vikas Nigam reported strong financial results for FY 2022-23, crossing the milestone of ₹20,000 crore in project expenditure. The company achieved its highest-ever turnover and declared the highest-ever total dividend. Key financial metrics are presented below:

The company received ₹15,898.84 crore (approx.) from the Ministry of Railways for project expenditure during the year. No borrowing was made from IRFC during FY 2022-23, with the outstanding IRFC loan standing at ₹5,341.65 crore as on March 31, 2023.

Board Appointments and Reappointments

Shareholders approved several key personnel changes during the special business segment of the AGM:

Sanjeeb Kumar retired by rotation and offered himself for reappointment. Anil Kumar Khandelwal, a Principal Executive Director (GS) from the Railway Board, joined the board as a Government Nominee Director. Mrs. Anupam Ban was appointed as Director (Personnel) pursuant to provisions of the Companies Act, 2013.

Operational Performance

FY 2022-23 was a year of significant operational achievement for Rail Vikas Nigam. The company again crossed the 1,000 km commissioning benchmark for New Lines, Doublings, and Gauge Conversion. Key physical performance highlights are summarized below:

Eight major projects were fully commissioned during the year, including Sambalpur-Titlagarh (182 km), Bhimsen-Jhansi (206 km) with RE, Daund-Gulbarga Doubling (224.9 km), Bina-Kota (282.66 km) with electrification, and Palanpur-Samakhiali (247.73 km). The Joka-Taratala section (13.02 km) of the Kolkata Metro was also commissioned and dedicated to the public by the Prime Minister on December 30, 2022.

Navratna Status and Charter Amendments

Following the grant of Navratna status by the Department of Public Enterprises vide O.M. No. PD-I-26/0003/2022-DPE dated May 1, 2023, the company proposed amendments to both its Articles of Association (AoA) and Memorandum of Association (MoA). The AoA amendments included updating Article 64 to incorporate Navratna powers, modifying Article 66A regarding sitting fees for non-official directors, amending Article 69 to delete references to Mini Ratna Category-I status, and updating quorum provisions in Articles 45(2) and 77 to align with the Companies Act, 2013. The MoA amendment proposed insertion of new business objects at serial numbers 6 and 7, expanding the company's scope to include infrastructure projects in rail transportation (domestic and international), manufacturing and supply of signalling and telecommunication equipment, road infrastructure, NLD networks, rolling stock manufacturing and leasing, energy sector projects, data centres, and general infrastructure projects such as highways, irrigation, and power plants.

Withdrawn Agenda Items

Two items from the original notice — alteration of the Articles of Association and alteration of the Memorandum of Association — were withdrawn during the meeting pending approval from the President of India. Company Secretary Kalpana Dubey informed members that these changes require government clearance, and the company intends to seek shareholder approval via postal ballot once the necessary approvals are received.

CSR and Other Highlights

During FY 2022-23, Rail Vikas Nigam spent ₹26.26 crore on CSR initiatives, exceeding its statutory obligation of ₹23.46 crore. The company received an 'Excellent' rating from the Department of Public Enterprises for the 12th consecutive year, scoring 97.83 out of 100. Rail Vikas Nigam also achieved ISO 9001, ISO 14001, and ISO 45001 certifications on March 24, 2023. The company's first overseas project — the UTF Harbour Project in Maldives — progressed well, with preliminary works including topographic survey, bathymetric survey, and coral mapping completed during the year. Contracts worth approximately ₹3,885.18 crore were awarded during FY 2022-23.

rail vikas nigam submitted its Business Responsibility & Sustainability Report (BRSR) for FY23 to the National Stock Exchange of India Ltd. and BSE Ltd., revealing a monetary penalty of ₹43,07,000 incurred due to non-compliance with board composition norms. The filing, dated September 02, 2023, highlights governance challenges stemming from the Ministry of Railways' control over director appointments, alongside comprehensive environmental and social metrics for the fiscal year. This disclosure underscores the regulatory risks associated with statutory delays in government-owned enterprises.

The penalty was levied by both NSE and BSE because Rail Vikas Nigam Limited’s board did not meet the criteria for independent directors as required under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as of March 31, 2023. As a Government of India Enterprise, all directors are appointed by the President of India through the Ministry of Railways, limiting the company's direct control over board composition. The company has invoked SEBI’s Standard Operating Procedure (SOP) circular regarding uniform carve-outs for fines levied due to circumstances beyond its control. The Ministry of Railways has formally sought a waiver of these penalties from the stock exchanges.

Regulatory and Governance Disclosures

The primary material risk highlighted in the filing concerns corporate governance compliance. No appeal was preferred against the penalty; instead, the focus remains on securing a waiver based on external constraints. The company maintains its commitment to SEBI (LODR) Regulations, 2015, except when hindered by such external constraints, and is dedicated to future compliance.

Environmental Performance

The sustainability report details the company’s environmental impact across energy, water, and waste parameters. Total electricity consumption stood at 5,345,115,324,000 Joules, while fuel consumption accounted for 112,284,854,899,403 Joules. The energy intensity per rupee of turnover increased to 579.98 in FY23, up from 350.48 in the previous year. Greenhouse gas emissions totaled 8,769.04 MT CO₂ equivalent, comprising Scope 1 emissions of 7,707.44 MT and Scope 2 emissions of 1,061.60 MT. Water withdrawal was recorded at 22,207.20 kilolitres, sourced entirely from third parties. The company confirmed it does not have any sites identified as designated consumers under the Performance, Achieve and Trade (PAT) Scheme.

Stakeholder and Employee Metrics

Rail Vikas Nigam Limited reported a workforce of 425 employees at the end of FY23, with no workers employed. The gender distribution showed 413 male employees (97.18%) and 12 female employees (2.82%). The company maintains a zero-tolerance policy for workplace harassment, reporting zero complaints related to sexual harassment or discrimination during the fiscal year. Grievance mechanisms are active across multiple channels, including CPGRAMS and the E-sampark Portal. In FY23, the company received 91 complaints via CPGRAMS and 79 via the Central Vigilance Commission (CVC), with most pending cases resolved after the fiscal year closed.