IRFC COVER-final - Indian Railway Finance Corporation Ltd.

Remuneration paid to Managing Director and DirectorFinanceSalary, in the scale of R 67,000 - 79,000 (under CDA pattern),together with the usual allowances and perks was paid by theCompany to Shri R. Kashyap during the year.Shri S.K. Kaushik was paid salary from 01.04.2009 to09.03.2010 in the scale of R37,400-67,000 plus GradePay of R 10,000/- (under CDA pattern), with usualallowances and perks.The Directors are neither related to each other, nor havepecuniary relationship with the Company. A Sitting Feeof R 5,000/- per Meeting was paid to IndependentDirector(s) for attending Board meetings or meetings ofCommittees of the Board during the year under review.Information placed before the BoardInformation placed before the Board of Director from timeto time broadly covers the items specified in theGovernment Guidelines and such other items as might beuseful in facilitating meaningful and focused deliberationson issues concerning the Company and taking decisionsin an informed and efficient manner. Additionally,Directors on the Board have complete access to allinformation pertaining to the business of the Company,as and when required.Constitution of Audit CommitteeIn accordance with provisions of Section 292-A of theCompanies Act, 1956 read together with the GovernmentGuidelines, the Company has a duly constituted AuditCommittee. At present, the Audit Committee comprisesfour members - Prof. R. Narayanaswamy, IndependentDirector / IRFC, Shri P.K.Choudhury, IndependentDirector / IRFC, Shri Govind Mohan , Director / IRFCand Shri R.Kashyap, Managing Director / IRFC. Prof. R.Narayanaswamy is the Chairman of the Audit Committee.Company Secretary acts as Secretary to the AuditCommittee.During the financial year 2009-10, four Meetings of theCommittee were held on 20th April, 2009, 27th July, 2009,27th October, 2009 and 27th January, 2010. Participationof the Members in these Meetings is outlined below :-SL. Name of the Member of Number of Number ofNo. the Audit Committee Meetings Meetingheld during attendedtheir tenure1. Shri Nasser Munjee 2 2Independent Director2. Prof. R.NarayanaswamyIndependent Director 4 43. Shri P.K.ChoudhuryIndependent Director 4 24. Shri Govind MohanDirector 4 None5. Shri R. KashyapManaging Director 4 4After adoption of the Government Guidelines, role of AuditCommittee covers the list of functions stated in the saidGuidelines which, inter alia, include the following:-❒To hold discussion with Auditors periodically about:●●●●Internal control systems and compliance thereof.Scope of audit including observations of theauditors.Review of the quarterly, half yearly and annualfinancial statements before submission to the Board.Any other matter as may be referred to by theBoard.❒ To perform the following functions :-●●●●Overseeing the Company's financial reportingprocess and system for disclosure of its financialinformation to ensure that the financial statementsare correct, sufficient and credible.Reviewing with the management the annualfinancial statements with primary focus onaccounting policies and practices, compliance withaccounting standards and guidelines of stockexchange(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.21