Indian Railway Finance Corporation Limited (IRFC) has disclosed fines of ₹13,72,340/- (inclusive of GST) each from the National Stock Exchange of India (NSE) and BSE Limited (BSE). These fines relate to alleged non-compliance with regulations pertaining to the composition of the Board, quorum of meetings, and constitution of committees for the quarter ended June 30, 2026. IRFC has requested the exchanges to waive these fines, citing previous instances where similar levies were waived.
Stock Exchange Fines for Compliance Lapses
Indian Railway Finance Corporation Limited (IRFC) has announced that it has been levied fines by both the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The aggregate amount of the fines is ₹13,72,340/- (inclusive of GST) for each exchange. These penalties are a consequence of alleged non-compliance with various clauses of the SEBI (LODR) Regulations, 2015, specifically concerning the composition of the Board, quorum of Board meetings, and the constitution of committees such as Audit, Nomination and Remuneration, Stakeholder Relationship, and Risk Management.
Details of Alleged Non-Compliance
The alleged violations pertain to Regulation 17(1), 17(2A), 18(1), 19(1)/19(2), 20(2)/(2A), and 21(2) of the SEBI (LODR) Regulations, 2015. These regulations are critical for ensuring good corporate governance and relate to the oversight and functioning of the company’s leadership and committees. The period for which these alleged non-compliances have been noted is the quarter ended June 30, 2026. IRFC has stated that these issues have no impact on its financial or operational activities.
Request for Waiver and Precedent
IRFC has formally requested the stock exchanges, NSE and BSE, to waive off these fines. The company supports its request by referencing past instances where similar fines, imposed for non-compliance of a comparable nature for the period of March 2021 to December 2025, were waived by the exchanges. This precedent, along with their submission of relevant SEBI SOP Circulars, forms the basis of their appeal for leniency.
Company’s Stance on Director Appointments
The company also reiterated its position as a Government Company, where the power to appoint Directors rests with the President of India via the Ministry of Railways (MoR). IRFC asserts it has no control over the appointment process. To adhere to Corporate Governance norms, IRFC has consistently made requests to the Ministry of Railways for the appointment of the requisite number of independent Directors, including Women Independent Directors, to its Board.
Source: BSE
