IRFC COVER-final - Indian Railway Finance Corporation Ltd.

AUDITOR'S CERTIFICATE ON COMLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCEUNDER THE LISTING AGREEMENTTo the Members ofIndian Railway Finance Corporation Ltd.1. We have examined the compliance of conditions of Corporate Governance by Indian Railway Finance CorporationLtd., for the year ended on 31 st March 2010, as stipulated in the Listing Agreement of the said Company with theNational Stock Exchange (herein after referred to as the "Agreement").2. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination waslimited to the procedures and implementation thereof, adopted by the Company for ensuring compliance of the conditionsof the Corporate Governance. It is neither an audit nor an expression of the opinion on the financial statements of theCompany.3. As on 31.03.2010, the composition of the Board was in comformity with the provisions of the Listing Agreement.4. During the year, one Executive Director was member of the Audit Committee. Further, the Audit Committee had therequired number of independent directors as on 31.03.2010.5. As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we have to state that as perthe records maintained and certified by the Registrar & Transfer Agent of the Company, there were no investors' grievancesremaining unattended/pending for more than 30 days as at 31 st March 2010.6. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiencyor effectiveness with which the Management has conducted the affairs of the Company.Place : New DelhiDate : July 27, 2010For Dhawan & Co.Chartered AccountantsSunil Gogia(Partner)M.No.-07374026