IRFC FINAL - Indian Railway Finance Corporation Ltd.

AUDITOR'S CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATEGOVERNANCE UNDER THE LISTING AGREEMENTToThe Members ofIndian Railway Finance Corporation Ltd.1. We have examined the compliance of conditions of Corporate Governance by Indian RailwayFinance Corporation Ltd., for the year ended on 31 st March 2009, as stipulated in the ListingAgreement of the said Company with the National Stock Exchange (hereinafter referred to as the"Agreement").2. The compliance of conditions of Corporate Governance is the responsibility of the Management.Our examination was limited to the procedures and implementation thereof, adopted by theCompany for ensuring compliance of the conditions of the Corporate Governance. It is neitheran audit nor an expression of the opinion on the financial statements of the Company.3. As on 31-03-2009, the composition of the Board was in conformity with the provisions of theListing Agreement.4. During the year, one Executive Director was member of the Audit Committee. Further, the AuditCommittee had the required number of independent directors as on 31-03-2009.5. As required by the Guidance Note issued by the Institute of Chartered Accountants of India, wehave to state that as per the records maintained and certified by the Registrar & Transfer Agentof the Company, there were no investors' grievances remaining unattached / pending for morethan 30 days as at 31 st March 2009.6. We further state that such compliance is neither an assurance as to the future viability of theCompany nor the efficiency or effectiveness with which the Management has conducted theaffairs of the Company.For Dhawan & Co.Chartered AccountantsDeepak KapoorPlace : New Delhi(Partner)Dated : July 28, 2009 No. - 7230224