Indian Railway Finance Corporation details dispute over substantial fine levied by stock exchanges
Indian Railway Finance Corporation Limited (IRFC) has addressed fines imposed by both the National Stock Exchange of India (NSE) and BSE relating to non-compliance issues regarding its Board composition and committee structures for the quarter ended March 31, 2026. The company stated that it requested the Exchanges to waive the fine, noting that the appointment of Directors is beyond IRFC's control as a Government entity.The fines were levied by the exchanges in reference to non-compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Total penalties amounting to Rs. 955,800 were imposed based on multiple regulations pertaining to Board composition and committee mandates.
Fine Imposition Details
The detailed fine structure levied by the exchanges for IRFC was as follows:| Regulation | Quarter | Daily Rate (Rs.) / Instance Rate (Rs.) | Duration | Base Fine Amount (Rs.) |
|---|---|---|---|---|
| Regulation 17(1) (Board Composition) | March 31, 2026 | 5,000 per day | 90 days | 450,000 |
| Regulation 18(1) (Audit Committee Constitution) | March 31, 2026 | 2,000 per day | 90 days | 180,000 |
| Regulation 19(1)/19(2) (Nomination/Remuneration Committee) | March 31, 2026 | 2,000 per day | 90 days | 180,000 |
The total base fine amounted to Rs. 810,000. GST @18% on this amount was calculated as Rs. 145,800, making the Total Fine Payable (inclusive of GST) Rs. 955,800.
IRFC’s Stance and Defense
In a communication dated July 22, 2026, IRFC noted that it placed the matter before its Board in the meeting held on June 30, 2026. The company deliberated on the non-compliance regarding the composition of the Board and the constitution of committees, namely Audit and Nomination and Remuneration.IRFC stated that the company has initiated follow-up with the appointing authority, the Ministry of Railways (MOR), to expedite the appointment of the requisite number of Independent Directors, including one Woman Independent Director.
The Board further noted that the stock exchanges were requested to waive the fine amount, asserting that the matter of director appointments is beyond the control of IRFC. The company pointed out that in previous instances of noncompliance of a similar nature, NSE and BSE had already waived fines imposed on the company for the period spanning March 2021 to December 2025.
The company reiterated that as a Government Company, the power to appoint Directors vests with the President of India through the administrative ministry, Ministry of Railways (MOR), emphasizing that IRFC has no control over the director appointments.
IRFC Stock Price Movement
Indian Railway Finance Corporation Limited shares slipped 1.21% on Wednesday, concluding trading at ₹87.39 after falling by ₹1.07 from previous levels. The decline saw the stock shed value to reach its 52-week low, with a total volume of 5.93 million shares traded throughout the session.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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