IRFC COVER-final - Indian Railway Finance Corporation Ltd.

Remuneration Committee & Shareholders' GrievanceCommitteeIn terms of Office Memorandum No. 2(70)/08-DPE(WC)dated 26th November, 2008 issued by Department of PublicEnterprises, 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 Pay togetherwith the variable pay for constituents of the Company,including distribution thereof across the executives and staff,consistent with guidelines and limits prescribed by theGovernment.In compliance with the above, the Board of Directors hasconstituted a Remuneration Committee of the Companycomprising S/Shri R. Narayanaswamy, Shri Nasser Munjeeand Shri P.K.Choudhury, Independent Directors and ShriR.Kashyap, Managing Director. Prof. R. Narayanaswamy,Independent Director, is Chairman of the RemunerationCommittee. Shri Nasser Munjee ceased to be a member ofthe Committee on completion of his tenure as a Director on17.10.2009. During the year, the Committee held oneMeeting on 20th April, 2009 which was attended by all theMembers except Shri P.K. Choudhury.Since its entire paid up share capital is held by Governmentof India in the name of the President of India and hisnominees, the Company has no separate Shareholders'Grievance Committee.DisclosuresNo transaction of a material nature has been entered into bythe Company with Directors or Management and theirrelatives etc., which may have potential conflict with theinterests of the Company.The Company has complied with the provisions of all themajor laws applicable to it and no penalty has been imposedor any strictures passed against the Company by the StockExchanges or SEBI on any matter related to capital marketduring the last three years.The Company has complied with the applicable Guidelineson Corporate Governance issued by Department of PublicEnterprises, Ministry of Heavy Industries and PublicEnterprises, Government of India. No Presidential Directivewas issued by the Central Government to the Companyduring the year 2009-10. No items of expenditure have beendebited in books of accounts, which are not for the purposeof the business. Further, there was no expense which is ofpersonal nature and incurred for the Board of Directors and/ or Top Management.During the year, the Administrative and Office expenses were0.18% of the total expenses as against 0.20% in the last year.The Company did not get any qualification from its Auditorsfor its accounts for the year 2009-10.Means of CommunicationDuring 2009-10, Unaudited Half-yearly Financial Resultsafter being subject to limited review by Auditors of theCompany were published in selected national newspapersof repute both in English and Hindi, besides being submittedto the National Stock Exchange. The same were also sent byregistered post to all the registered Bondholders of theCompany. Besides, the aforesaid Un-audited Half-yearlyresults as also Un-audited Quarterly results are, hosted onthe website of the Company.Information Memorandum of the Company has been hostedon the website of National Stock Exchange. Annual Accountsof the Company for the last 3 years are also available on thewebsite of the Company.Website of the Company hosts all important information forinvestors and others interested in its business.Training of Board MembersAll Non-Executive Directors are apprised of the Company'sbusiness, nature and broad methodology of operations, andother important matters by the two whole-time Directors ofthe Board from time to time. The Company's Board ofDirectors consists of professionals with vast experience andhigh level of expertise in their respective fields and industry.Their professional status gives them adequate exposure tothe latest trends in the financial markets & the economy, asalso emerging position of relevant legislation.Whistle Blower PolicyIn line with extant best practices, the Company has framed aWhistle Blower Policy, and the same has been communicatedto all employees of the Company. For convenience of allstakeholders, the said policy has also been hosted on thewebsite of the Company. No personnel of the Company hasbeen denied access to Audit Committee.22