Indian Railway Finance Corporation (IRFC) has been fined Rs 14.51 lakh by the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE) for non-compliance with certain regulatory requirements. The fine pertains to the absence of an independent woman director on the board throughout the review period, as mandated by Regulation 17(1)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The compliance report, issued by VAP & Associates, highlights that IRFC did not meet the requirement of having at least one independent woman director and less than fifty per cent of non-executive directors on its board. The report covers the financial year ending 31st March 2026 and points out that the chairperson of the board is an executive director, which further contravenes the stipulated regulations.
IRFC communicated to the stock exchanges that, as a government company, the power to appoint directors rests with the President of India through the administrative ministry, the Ministry of Railways. Despite this explanation, the company was found to be in violation of Regulation 17(1) during the quarter ended 31st March 2025.
Subsequent to the review period, the NSE, via an email dated 24th April 2026, communicated the waiver of the fine imposed for the compliance issue. However, the initial fine remains a significant point of concern for the company, highlighting the challenges faced by government enterprises in adhering to board composition regulations.
Disclaimer: This article is based on a regulatory filing submitted to the National Stock Exchange of India (NSE).