Annual Secretarial Compliance Report Details Board Governance for Indian Railway Finance Corporation Limited
Indian Railway Finance Corporation Limited, a Government of India Enterprise, released its Annual Secretarial Compliance Report for the financial year ended March 31, 2026. The report details the company's adherence to various corporate governance standards and reveals areas where the board and committees fell short of established regulatory requirements during the review period.The compliance review, conducted by VAP & Associates, covered the financial year ending March 31, 2026, assessing the listed entity's adherence to governance standards.
Key Compliance Observations
The report highlighted several non-compliances related to the board's structure and committee formations. Issues were identified across multiple regulatory domains, resulting in cumulative fines from the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE) for various quarters.The board compliance lapses observed included:
- Board Composition: Failures were noted regarding the presence of an Independent Woman Director and maintaining a minimum required percentage of independent directors when the Chairperson is an Executive Director. Furthermore, the total board strength was below the minimum requirement for top 200 listed entities during certain periods.
- Committee Structure: The composition of mandatory committees was found non-compliant. Specific lapses included:
* The Nomination and Remuneration Committee not including the required number of Independent Directors.
* The Stakeholders Relationship Committee (SRC) was chaired by an Executive Director instead of a Non-Executive Director, and lacked the requisite Independent Director.
* The Risk Management Committee (RMC) did not include the required Independent Director during the period of April 1, 2025, to April 21, 2025.
The associated fines for non-compliance with board regulations (Regulation 17(1), 17(2A), 18(1), 19(1)/19(2), 20(2)/(2A) and 21(2) of SEBI (LODR) Regulations, 2015) were noted across the board and committee issues for various quarters, totaling amounts across multiple reporting cycles.
Company Actions and Waivers
In previous reports, the company had communicated to the exchanges that, as a Government Company, the power to appoint Directors rests with the relevant ministry, i.e., the Ministry of Railways (MOR), and the company has no control over the appointment of directors on its Board.Following the completion of the review period, the National Stock Exchange of India Limited (NSE) communicated a waiver of fines levied for the period from March 2022 to December 2025 for non-compliance with Regulation 17(1), 17(2A), 18, 19, 20, and 21 of the SEBI (LODR) Regulations, 2015. Similarly, BSE Limited approved the request for a waiver of fines for the same duration.
Operational Compliance Status
Despite the compliance lapses concerning board governance, the report confirmed the listed entity’s adherence in several other operational areas.| Compliance Area | Status | Notes |
|---|---|---|
| Secretarial Standards | Yes | Compliances align with applicable Standards issued by the Institute of Company Secretaries India. |
| Policy Adoption and Update | Yes | All applicable policies under SEBI Regulations were adopted with the approval of the board and reviewed/updated. |
| Website Maintenance & Disclosures | Yes | The entity maintains a functional website and disseminates documents/information on a separate section. |
| Director Disqualification | Yes | No director is disqualified under Section 164 of Companies Act, 2013. |
| Material Subsidiary Details | NA | There were no subsidiaries of the Company during the Financial Year 2025-26. |
| Document Preservation | Yes | Records are preserved and maintained as prescribed under SEBI LODR Regulations. |
| Related Party Transactions | NA | The company is categorized as a government related entity. |
| Insider Trading Compliance | Yes | The company is compliant with SEBI (Prohibition of Insider Trading) Regulations, 2015. |
The compliance status with the disclosure requirements for Employee Benefit Scheme Documents was reported as Not Applicable.
IRFC Stock Price Movement
Today, Indian Railway Finance Corporation Limited shares edged higher to settle at ₹97.13, posting a slight gain of 0.05% for the session. The equity traded robustly today, completing the day with a significant volume of 6.54 million shares.Disclaimer: Due care and diligence have been taken in compiling and presenting news and market-related content. However, errors or omissions may arise despite such efforts.
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