Indian Railway Finance Corporation Ltd. Addresses Board Composition Concerns and Fines
Indian Railway Finance Corporation Ltd. (IRFC) acknowledged observations regarding its Board composition and related committee structures, resulting in fines from the National Stock Exchange of India Limited (NSE) and BSE Limited. The matter was discussed at a Board meeting held March 9, 2026, where directors deliberated on the non-compliance and the imposed fines.IRFC is seeking to expedite the appointment of requisite Independent Directors, including a Women Independent Director, through the Ministry of Railways (MOR), which serves as the appointing authority. The company has also requested the NSE and BSE to waive the fines, citing precedent where similar waivers were granted between March 2021 and December 2021. IRFC emphasizes that the appointment of directors is beyond the company’s direct control, as the power to appoint Directors vests with the President of India through the MOR.
The NSE notified IRFC of non-compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The total fine payable, inclusive of GST, is ₹977,040. A table outlining the specific regulations, periods of non-compliance, and associated fines is detailed below.
Fine Details
| Regulation | Quarter | Fine amount per day (Rs.) / Fine amount per instance (Rs.) | No. of days of non- compliance / No. of instance(s) | Fine amount (Rs.) |
|---|---|---|---|---|
| REGULATION 17(1) | 31-Dec- 2025 | 5000 | 92 | 460000 |
| REGULATION 18(1) | 31-Dec- 2025 | 2000 | 92 | 184000 |
| REGULATION 19(1)/19(2) | 31-Dec- 2025 | 2000 | 92 | 184000 |
| Total Fine | Total Fine | Total Fine | Total Fine | 828000 |
| GST @18% | GST @18% | GST @18% | GST @18% | 149040 |
| Total Fine Payable (Inclusive of GST) | Total Fine Payable (Inclusive of GST) | Total Fine Payable (Inclusive of GST) | Total Fine Payable (Inclusive of GST) | 977040* |
*In case the Company is non-compliant as on the date of this letter then fine amount will keep on increasing every day till the date compliance is achieved.
The company is instructed to remit the fine to the designated virtual bank account of the NSE and update payment details accordingly. Further, the board’s comments regarding the fine levied by the exchanges are to be disseminated through the NEAPS portal.
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