The Board of Directors of Indian Railway Finance Corporation (IRFC) addressed a fine levied by the stock exchanges for non-compliance related to Board composition and committee structures. The Board is seeking a waiver of the fine and is working with the Ministry of Railways (MOR) to expedite the appointment of required Independent Directors. Similar fines have been waived previously by NSE & BSE.
Response to Exchange Fine
Indian Railway Finance Corporation (IRFC) has addressed a fine imposed by the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) due to non-compliance regarding the composition of the Board and its committees. This matter was discussed at the Board meeting held on September 19, 2025.
Key Non-Compliance Areas
The non-compliance pertains to the composition of the Board, the quorum of Board meetings, and the constitution of key committees including the Audit Committee, Nomination and Remuneration Committee, and Stakeholder Relationship Committee. The fine was imposed for the quarter ending June 30, 2025.
Seeking Waiver and Ministerial Intervention
The Board has requested the stock exchanges to waive the fine. They are also working with the Ministry of Railways (MOR) to expedite the appointment of the requisite number of Independent Directors to the Board. The company emphasizes that the appointment of Directors is beyond its direct control, as it is a Government Company.
Precedent of Fine Waivers
IRFC notes that similar non-compliance fines imposed by NSE and BSE have been waived in the past, specifically for the period from March 2021 to December 2021. The company hopes for a similar resolution in this instance.
Source: BSE
