Disclosure under regulation -30 of SEBI (LODR), 2015
Awaiting price reaction for this filing.
BSE and NSE each levied a fine of Rs. 14,51,400 (inclusive of GST) on IRFC for non-compliance with SEBI Listing Regulations related to composition of the Board, quorum of Board meetings, and constitution of committees (Audit, Nomination and Remuneration, Stakeholder Relationship, and Risk Management) for the quarter ended March 31, 2025. The company stated there is no financial, operational, or other impact. IRFC explained that as a Government company, the power to appoint Directors rests with the President of India through the Ministry of Railways, and the company has no control over director appointments. It has repeatedly requested the Ministry to appoint the requisite number of independent Directors. The company has requested BSE and NSE to waive the fines, noting that similar fines were previously waived for the period March 2021 to December 2021.
The fine is small relative to IRFC's size and the company has stated there is no financial or operational impact. If the exchanges waive the fine (as done in earlier instances), there would be no material effect on shareholders. However, the recurring nature of the non-compliance highlights an ongoing corporate governance issue stemming from government-controlled director appointments.