IRFC FINAL - Indian Railway Finance Corporation Ltd.

Chief Executive Officer and Chief Financial Officer Certification under theListing Agreement entered into with the National Stock ExchangeIn relation to the audited financial accounts of the Company as at 31 st March, 2009, we hereby certifythata) We have reviewed financial statements and the cash flow statement for the year and that to the bestof our knowledge and belief :i) These statements do not contain any materially untrue statement or omit any material fact orcontain statements that might be misleading ; andii) These statements together present a true and fair view of the Company's affairs and are incompliance with existing accounting standards, applicable laws and regulations.b) There are to the best of our knowledge and belief, no transactions entered into by Company duringthe year which are fraudulent or illegal.c) We accept responsibility for establishing and maintaining internal controls for financial reporting andhave evaluated the effectiveness of internal control systems of the Company pertaining to financialreporting. We have disclosed to the auditors and the Audit Committee, deficiencies in the design oroperation of internal controls of which we are aware, and the steps we have taken or propose to taketo rectify these deficiencies.d. We have indicated to the auditors and the Audit Committee that :i) There has not been any significant change in internal control over financial reporting during theyear under reference ;ii) There has not been any significant change in accounting policies during the year requiringdisclosure in the notes to the financial statements ; andiii) We are not aware of any instance during the year of significant fraud with involvement thereinof the management or an employee having a significant role in the Company's internal controlsystem over financial reporting.ANNEXURE- 'A'Declaration by the Managing Director (CEO) under the Listing AgreementI hereby confirm that all Board Members and Senior Management personnel have conveyed theiracceptance to the "Code of Business Conduct and Ethics for Board Members and Senior Management".Place : New DelhiDate : 22.07.2009sd/-sd/-(S.K. Kaushik)(R. Kashyap)Director FinanceManaging DirectorDated : 22.07.2009 (CFO) (CEO)sd/-(R. Kashyap)Managing Director23