IRFC FINAL - Indian Railway Finance Corporation Ltd.

The terms of reference of the Audit Committee includethe following:-To hold discussion with Auditors periodicallyabout:• Internal control system and compliance thereof.• Scope of audit including observations of theauditors.• Review of the quarterly, half yearly and annualfinancial statements before submission to theBoard.• Any other matter as may be referred to by theBoard.The Audit Committee is further responsible for:-• Overseeing the Company's financial reportingprocess and disclosure of its financial informationto ensure that the financial statements are correct,sufficient and credible.• Reviewing with the management the annualfinancial statements with primary focus onaccounting policies and practices, compliancewith accounting standards and guidelines ofstock exchange(s), major accounting entries,qualifications in draft audit reports, related partytransactions & the going concern assumption.• Holding discussions with external auditors toascertain any area(s) of concern.• Reviewing the Company's financial and riskmanagement strategies.Remuneration Committee & Shareholders CommitteeIn terms of Office Memorandum No. 2(70)/08-DPE(WC)dated 26 th November, 2008 issued by Department ofPublic Enterprises, Ministry of Heavy Industries & PublicEnterprises, Government of India, all Central Public sectorEnterprises are required to constitute a RemunerationCommittee headed by an Independent Director. TheCommittee will decide the Performance Related Paytogether with the variable pay for constituents of theCompany, including distribution thereof across theexecutives and staff, consistent with guidelines and limitsprescribed by the Government.In compliance with the above, the Board of Directorshave constituted a Remuneration Committee of theCompany comprising of S/Shri R. Narayanaswamy,Nasser Munjee and P.K.Choudhury, IndependentDirectors and Shri R.Kashyap, Managing Director. Prof.R. Narayanaswamy, Independent Director, is Chairmanof the Remuneration Committee. The Committee held itsfirst Meeting on 20 th April, 2009 which was attendedby all the Members except Shri P.K. Choudhury.The entire paid up share capital is held by Governmentof India in the name of the President of India and hisnominees in line with the Articles of Association ofthe Company. As such, the Company has no separateShareholders Committee.Training of Board MembersAll Non-Executive Directors are apprised of theCompany's operations and other important matters bythe two whole-time Directors of the Board from timeto time. The Company's Board of Directors consists ofprofessionals with vast experience and high level ofexpertise in their respective fields and industry. Theirprofessional status gives them adequate exposure to thelatest trends in the financial markets & the economy, andchanges in relevant legislation.Registrar & Transfer Agents / Investors' GrievanceCommitteeThe Company has delegated the power of transfer/transmission of Bonds to its Registrars & TransferAgent (Registrars), Karvy Computershare Private Ltd.,Hyderabad who have constituted a Committeee torender the services to investors. The Committee meetson fortnightly basis.The Committee reviews complaints received andappropriate action is taken promptly.The Company gets audit of the work done by theRegistrars conducted periodically.As on 31.03.2009, there were no complaints pendingfrom investors for more than 30 days.20