The Indian Railway Finance Corporation (IRFC) addresses non-compliance related to Board composition and committee structures, resulting in a fine from stock exchanges. The Board has requested exchanges to waive the fine, citing that director appointments are beyond the company’s control as a government entity. IRFC is engaging with the Ministry of Railways for director appointments and notes previous similar fines were waived.
Non-Compliance and Fine
IRFC has addressed the matter of non-compliance pertaining to the composition of the Board and constitution of committees (Audit and Nomination and Remuneration) for the quarter ended September 30, 2025. This non-compliance led to a fine imposed by the stock exchanges.
Board’s Response
During its meeting on December 18, 2025, the Board addressed the non-compliances. The Board has requested the stock exchanges to waive the imposed fine, emphasizing that the appointment of directors is beyond the Company’s direct control.
Engagement with Ministry of Railways
The Board has initiated follow-up actions with the appointing authority, the Ministry of Railways (MoR), to expedite the appointment of the required number of Independent Directors, including women directors, on the Board of IRFC.
Previous Instances
The Board highlighted that in previous instances of non-compliance of similar nature, the NSE & BSE had waived fines imposed on the Company for the period from March 2021 to December 2021.
Government Company Status
IRFC, being a Government Company, has its director appointments managed by the President of India through the Ministry of Railways (MoR). The Company itself has no direct control over these appointments.
Source: BSE
