I R F C Director Discussions


Dear Shareholders,

Your directors have the pleasure in presenting the 36th Annual Report of the Company along with the Audited Financial Statements, Auditors Report and review of the Accounts by the Comptroller & Auditor General of India for the financial year ended 31st March 2023.

1. Financial Highlights

The highlights of financial performance of your Company for the year ended 31st March 2023 in comparison to the year ended 31st March 2022 are summarized below:

(Rs in Crores)

Particulars

Year ended 31-03-2023 Year ended 31-03-2022
I. Revenue from operations 23,891.28 20,298.27
II. Dividend Income 0.56 0.10
III. Other income 40.80 2.33
IV Total Revenue (I + II + III) 23,932.63 20,301.60
V. Expenses
Finance costs 17,447.21 14,074.78
Impairment on financial instruments (2.91) 0.46
Employee benefit expense 13.09 10.75
Depreciation and amortization expense & Impairment 14.06 14.03
Other expenses 124.16 111.43
Total Expenses 17,595.62 14,211.44
VI. Profit before tax (IV-V) 6,337.01 6,090.16
VII. Tax expense:
(1) Current tax - -
(2) Adjustment for Earlier Years - 0.32
(3) Deferred tax - -
Total Taxes - 0.32
VIII.Profit (Loss) for the current Year from continuing operations (VI-VII) 6,337.01 6,089.84
IX. Other Comprehensive Income 4.56 (0.50)

Revenue from operations of your Company has increased by RS. 3,593.01 crores from RS. 20,298.27 crores in 2021- 22 to RS. 23,891.28 crores in 2022-23, showing a growth of 17.70 %.

Profit before Tax (PBT) of your Company for the year ended 31st March 2023 was RS. 6,337.01 crores as compared to RS. 6,090.16 crores for the previous year, registering a growth of 4.05 %.

Company has not made any provision for tax in its books pursuant to its decision to exercise the option of lower tax rate permitted u/s 115BAA of the Income Tax Act, 1961, as introduced by the Taxation Laws (Amendment) Ordinance, 2019 dated 20th September, 2019. The Companys taxable income was nil and it did not have to pay Minimum Alternate Tax (MAT) with reference to its Book Profit. MAT payable u/s 115 JB was outside the ambit of the Section 115 BAA.

Thus, on adoption of Section 115 BAA of the Income Tax Act, 1961, the Company was outside the scope and applicability of MAT provisions and there was a zero-tax liability in the financial year 2022-23.

Profit After Tax for the year ending 31st March 2023 was RS. 6,337.01 crores as compared to RS. 6,089.84 crores for the previous year, registering a growth of 4.06 %.

2. Dividend

Your Company seeks to strike a judicious balance between the return to the shareholders and retaining a reasonable portion of the profit to maintain a healthy financial leverage with a view to supporting and sustaining future borrowings and growth.

Board of Directors, in its meeting held on 10th November 2022, has declared the Interim Dividend @ 8.0% i.e., Rs. 0. 80/- per equity share having face value of RS. 10/- each for F.Y 2022-23, which was paid on 5th December 2022.

Further, the Board of Directors in its meeting held on 25th May 2023 has also recommended the Final Dividend @ 7%

1. e., RS. 0.70/- per equity share having a face value of RS. 10/- each, which is subject to approval of the shareholders at the ensuing Annual General Meeting. If approved, the total dividend for the financial year 2022-23 would amount to RS. 1.50/- per equity share of RS. 10/- each. The total dividend pay- out for the financial year 2022-23 including the proposed Final Dividend, would amount to RS. 1,960.28 crores.

As per regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), the top 500 listed companies shall formulate a Dividend Distribution Policy.

Accordingly, the policy was adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retained profits earned by the Company. The policy is also available on the Companys website at https://irfc.co.in/sites/default/ files/inline-files/ Dividend-Distribution-Policy.pdf.

The details of unpaid/unclaimed amount of dividend as on 31st March 2023 is as follows: -

Financial Year

Type of Dividend

Amount (in Rs Crores)
2020-21 Interim 0.584
2021-22 Interim 0.380
2021-22 Final 0.283
2022-23 Interim 0.313

Further, Members are requested to note that, dividends if not encashed for a consecutive period of seven (7) years from the date of transfer to Unpaid/Unclaimed Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF") authority. The shares in respect of such unpaid/unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline.

Details of Unpaid/Unclaimed Dividend is also available on Companys website at https://irfc.co.in/index.php/investors/ financial-information.

3 Reserves

As per Section 45 - IC of the RBI Act, 1934, all NBFCs are required to create a Reserve equivalent to 20% of the net profit before payment of dividend.

Accordingly, 20% of the net profit of the Company amounting to RS. 1,267.40 crores had been transferred to Reserve Fund u/s Section 45 - IC of RBI Act, 1934.

4 Share Capital

As on 31st March 2023, the Authorized Share Capital of the Company was RS. 25,000 crores, consisting of 25,000,000,000 crores Equity Shares of RS. 10/- each. The issued and paid- up share capital of the Company was RS. 13,068.506 crores, consisting of 13,06,85,06,000 Equity Shares of RS. 10/- each.

As on 31st March 2023, 86.36% of the paid-up equity share capital of the Company comprising of 11,28,64,37,000 Equity Shares of RS. 10/- each were held by President of India acting through administrative ministry i.e., Ministry of Railways (MoR). The balance 13.64% of paid-up equity share capital was held by public. During the period under review there is no change in authorized and paid-up share capital of the Company.

Based on market capitalization of Company, it is in the list of top 500 listed companies on both stock exchanges i.e., NSE and BSE as on 31st March 2023.

5 Independent Evaluators Assessment

5.1. Credit Ratings

5.1.1 Domestic: During the financial year 2022-23, the Companys long-term domestic borrowing programme was awarded the highest credit rating of "CRISIL AAA/ Stable", "ICRA AAA/Stable and "CARE AAA/Stable.

The Company also got its short-term borrowing programme rated, obtaining the highest rating of "CRISIL A1+, "ICRA A1+, and "CARE A1+".

5.1.2 International: During the financial year 2022-23, three international credit rating agencies - Standard & Poors, Fitch and Moodys - have awarded "BBB with Stable Outlook", "BBB- with Stable Outlook" and "Baa3 with Stable Outlook" ratings respectively to your Company. Besides, the Company obtained an issuer specific credit rating of "BBB+ with Stable Outlook" from the Japanese Credit Rating Agency. Each of the four credit ratings is equivalent to Indias sovereign rating and is of investment grade.

5.2. Memorandum of Understanding (MOU) with Ministry of Railways, Government of India

The Company enters Memorandum of Understanding (MoU) with Ministry of Railways (MoR) every year wherein Company is evaluated on various financial and non-financial parameters. Based on its performance, the Company has been rated Excellent by the Department of Public Enterprises (DPE) for the year 2021-22.

The company has executed MoU for Financial Year 2022-23 with MoR on 15th November, 2022. In respect of parameters relating to Loans Disbursed to Total Funds Available, Company has achieved 99.64%, there were no Overdue loans to Total Loans and NPA to Total Loans. Further, Cost of raising funds through Bonds as compared to similarly rated CPSEs/ entities is 17 bps lower.

6 Market Borrowings during 2022-23

As per the demands made by MoR, IRFC made a disbursement of RS. 32,392.63 crores comprising of RS. 17,000 crores for funding of Rolling Stock and RS. 15,392.63 crores (including GST under reverse charge mechanism) for financing of Railway Projects under EBR-IF.

Borrowings during the year include Taxable Bonds worth RS. 21,558.70 crores (Previous year 19,847.90 crores), Rupee Term Loans of RS. 22,274.46 crores (previous year RS. 42,900 crores) and 54EC bonds of RS. 1,729.61 crores (previous year RS. 1,161.01 crores). The weighted average cost of the pool of borrowings made by Company during the year 2022-23 for rolling stock worked out to 7.51 % p.a (semi-annual) as against 6.62% (semi-Annual) during the previous year 2021- 22 and WACC for project assets under EBR-IF worked out to 7.52% for FY 2022-23 as against 6.43% (semi-Annual) during the previous year 2021-22.

Company had received approval of Ministry of Finance for issue of 54EC Capital Gain Bonds in October 2017, since then, Company is making all endeavors to increase its market share in 54EC Bond market. In 2022-23, Company mobilized around RS. 1,729.61 crores througRs. 54EC Bond as against RS. 1,161.01 crores, registering a growth of 48.97%.

7 Redemption of Bonds / Repayment of Loans

During the year, the Company redeemed Bonds amounting to RS. 5,944.55 crores. The Company also repaid long term loans from Banks of RS. 9,187.18 crores during the year. The Company continues to maintain its impeccable track record of servicing its debt in time.

8 Internal Control Systems & their adequacy

The details are given in Management Discussion and Analysis.

9 RBI Prudential Norms

Your Company is registered as a Systemically Important Non-Deposit Taking Non- Banking Finance Company with the Reserve Bank of India. Being a Government NBFC, your Company was exempted from the prudential norms prescribed by Reserve Bank of India for NBFC-ND-SI, as contained in the Master Directions issued vide Notification No. DNBR.008/CGM(CDS)-2015, dated 27th March, 2015.

The exemption was withdrawn by Reserve Bank of India from 31st May, 2018. However, the Company has obtained exemption from Reserve Bank of India from the asset classification, income recognition, credit concentration and provisioning norms on the direct exposure to Ministry of Railways, Govt. of India vide RBI letter dated 21st December, 2018. The Company has also obtained relaxation in respect of lending limit applicable to Railway CPSEs from 20% of its owned funds to 100% of its owned funds. As such, the Company has complied with the applicable prudential norms.

Liquidity Coverage Ratio (LCR) Exemption:

RBI vide circular dated 4.11.2019 issued the guidelines covering liquidity risk management for NBFCs, wherein RBI introduced Liquidity Coverage Ratio (LCR) applicable on all non- deposits taking NBFCs with asset size of more than RS. 5,000 crores.

The company has got an exemption from RBI from applicability of Liquidity Coverage Ratio (LCR) norms.

10 Lease Arrangement with the Ministry of Railways (2022-23)

As you are aware, the financial relationship of the Company with the Ministry of Railways is based on a Financial Lease arrangement which is regulated by a standard lease agreement.

The weighted average cost of the pool of incremental borrowings for the FY 2022-23 of Rolling stock assets is at 7.51% p.a. (Semi-Annual) and Project Assets under the head EBR-IF is at 7.52% (Semi-Annual).

During the year, Company has executed the Lease Agreements for the Project Assets funded during FY 2016- 17 (EBR-IF) and FY 2019-20 (National Projects) after completion of moratorium period.

11 Resource Mobilization for 2023-24

Board has authorized the Company to borrow funds amounting to RS. 50,000 Crores as may be required during FY 2023-24 for meeting the funding requirement of Indian Railways, if any, new business activities, refinancing of existing loans and for other general corporate purposes.

12 Management Discussion and Analysis and Companys Outlook for the future

Management Discussion and Analysis, forming part of the Directors Report given at ANNEXURE- I.

13 Report on Corporate Governance

The Government considers good corporate governance practices a sine qua non for sustainable business that aims at generating long term value for its shareholders and all other stakeholders. Accordingly, it has been laying increasing emphasis upon development of best corporate governance practices amongst Central Public Sector Enterprises (CPSEs). In pursuance of this philosophy, your Company continues to comply with the ‘Guidelines on Corporate Governance for Central Public Sector Enterprises issued by Government of India, Department of Public Enterprises (DPE). Your Companys Equity as well as Non-Convertible Debt Securities are listed on the stock exchanges and Company has complied with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on 31st March 2023, there were 5 (Five) Directors on the Board of the Company. The Board comprises of a Chairman & Managing Director (Addl. Charge) & Director (Finance), Two Non-Official/ Independent Director(s) and Two Government Nominee Director(s). As on the date of this Report, the Board of Directors comprised of Five (5) Directors, with one Executive Director, Two NonExecutive Directors (Govt. Nominees) and Two Non- Official/ Independent Directors. The Company does not have the prescribed number of Independent Directors on its Board in compliance of the Regulation 17(1) (a) of SEBI (LODR) Regulations 2015, specifying the composition of Board of Directors. Being CPSE, the power to appoint Directors vests with Government of India through Ministry of Railways (MoR) and Company has no role to play in it. The Company has already requested MoR for appointment of requisite number of Independent Directors. Report on Corporate Governance is enclosed as ANNEXURE- II forming part of this report.

14 Business Responsibility & Sustainability Report (BRSR)

The Business Responsibility & Sustainability Report, as stipulated under Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given in ANNEXURE-III and forms part of this Report.

15 Corporate Social Responsibility

Activities relating to Corporate Social Responsibility (CSR) have become an integral part of Companys operations.

In terms of Section 135 of the Companies Act, 2013 (the Act), read with Schedule VII thereof and Companies (Corporate Social responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee (the "Committee") comprising of two (2) Independent Director(s) and Chairman & Managing Director (Addl. Charge) & Director (Finance) with the Independent Director as the Chairman of the Committee as on 31st March 2023. As per the Act, Company is required to spend at least two (2) percent of the average of its net profits of the immediately three preceding financial years on CSR activities. The Department of Public Enterprises (DPE) has also issued guidelines in this regard which, inter alia, require the Central Public Sector Enterprises (CPSEs) to frame a ‘CSR and Sustainability Policy.

The ‘CSR and Sustainability Policy of the Company is in place and the same has also been hosted on the website at https://irfc.co.in/sites/default/files/inline-files/CSR-Policy. pdf. The Company, like in the past, has undertaken activities for CSR and Sustainable Development, details of which, are given hereunder: -

During the financial year 2022-23, the Company was required to spend RS. 91.31 crores, being 2% of its average net profits for the last three financial years. The Company has approved a total of 16 projects with a total outlay of RS. 59.00 crores and the remaining balance disbursed against RS. 30.31 crores to PM CARES Fund, RS. 1.00 crores to Swacch Bharat Kosh and RS. 1.00 crores to Clean Ganga Fund. Whereas the amount allocated towards 16 projects amounting to RS. 59.00 crores would be disbursed on receipt of bills/claims from the implementing agencies in future and the same amount has been transferred to the ‘CSR Unspent Account maintained with Scheduled Bank in terms of section 135(6) of the Companies Act, 2013. The details of CSR activities as required under the Companies Act for the financial year 2022-23 is annexed at ANNEXURE - IV.

CSR Activities proposed for the FY 2023-24

For the financial year 2023-24, the Company would be required to spend approx. RS. 112.27 crores. The details of all the projects/ activities will be provided in the next Annual Report.

16 Directors Responsibility Statement

As required under Section 134(3)(c) of the Companies Act, 2013, it is confirmed that:

a) In the preparation of the annual accounts for the year ended 31st March 2023, the applicable Indian Accounting Standards have been followed and there are no material departures;

b) such accounting policies have been re-drafted taking into account the Ind-AS, judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud or other irregularities; and

d) the Annual accounts have been prepared on ‘going concern basis.

e) The laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17 Human Resource Management

At IRFC we believe in a strong value system and best HR practices to enhance and improve our capabilities and achieve the organizational objectives.

As on 31st March 2023, total Manpower of the Company stood at 41. To infuse fresh Manpower in the existing Manpower pool of the Company, 4 Executives and 3 Non-Executives were inducted in the Company during FY-2022-23 through Direct and Campus Recruitment. Women constituted 19.51% of its total workforce as on 31st March, 2023.

The Company continues to maintain high level of employee productivity and efficiency as reflected in its low overhead to turnover ratio of less than 0.12%.

17.1 Women Employees

Your Company provides equal growth opportunities for the women in line with Govt. of India philosophy on the subject. Being a lean organization, where Company has 41 employees, women representation has grown across hierarchical levels. Thus, Women constituted 19.51% of its total workforce as on 31st March 2023. As per Govt. of India directives and guidelines from time-to-time, IRFC ensures the welfare of women employees.

17.2 Information under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has an Internal Complaints Committee (ICC) to examine the case related to Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The complaints received by the committee are being dealt in line with the provisions of the Act. During the FY 2022-23, no complaint has been received.

17.3 Training & Human Resource Development

In order to enhance the skills, capabilities and knowledge of employees, a well-defined Training and Development Policy for below board level executives and non-executives is in place. Employee training and development is an essential element of the Companys strategy. During the year 2022-23, the Company imparted training to 20 of its employees to various training programmes and workshops including inhouse trainings. These initiatives enabled the Company to achieve 95 training man days/ 912 Hrs.

17.4 Employee Welfare

The Company takes care of health and well-being of its employees by reimbursing in-patient and out-patient medical costs, provision for leaves on medical grounds, rehabilitation policy in case of death or permanent disability, which are applicable for all employees.

17.5 Grievance Redressal

To promote fair and equitable employment relationship, a scheme for Grievance Redressal of employees is also in place which ensures a time bound redressal of grievances.

18 Auditors

M/s KBDS & Company, Chartered Accountants, have been appointed as Statutory Auditors by Comptroller & Auditor General of India to audit the accounts of the Company for the financial year 2022-23.

The Comptroller & Auditor General of India has undertaken supplementary audit on accounts of the Company for the year ended 31st March 2023. The comments of C&AG have been received and management reply there to is placed as Annexure to comments of C&AG in the Annual Report for the year 2022-23.

Secretarial Audit for the financial year 2022-23 under Section 204 of the Act has been conducted by M/s Akhil Rohatgi and Company, Practicing Company Secretaries.

19 Debenture Trustees

In compliance with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the details of Debenture Trustees appointed by the Company for different series of its bonds / debentures issued from time to time, are given in Corporate Governance Report which is enclosed as ANNEXURE-II.

20 Other Disclosures under the applicable provisions of the Companies Act, 2013

20.1 Number of Meetings of the Board

The details of number of meetings of the Board are given in Corporate Governance Report which is enclosed as ANNEXURE-II.

20.2 Certificate of Independence by Independent Director

Independent Directors of the Company have given a declaration that they meet the criteria of Independence, as laid down under Section 149 (6) of the Act, SEBI (LODR) Regulations, 2015 and DPE Guidelines on Corporate Governance for CPSEs.

Further, the Independent Directors of the Company are nominated / appointed by the President of India acting through the administrative ministry, i.e., Ministry of Railways (MoR). Accordingly, the appointing authority considers the integrity, expertise and experience of the individual to be nominated / appointed.

20.3 Material changes, if any, that may affect financial position of the Company

There are no material changes which will affect financial position of the Company.

20.4 Information in Corporate Governance Report

Information on composition, terms of reference and number of meetings of the Board and its Committees held during the year, establishment of Vigil Mechanism/ Whistle Blower Policy and weblinks for familiarization Programmes of Directors, Policy on Related Party Transactions, Policy for determining Material Subsidiaries, compensation to Key Managerial Personnel, sitting fees to Directors and details regarding IEPF etc. have been provided in the ‘Report on Corporate Governance, prepared in compliance with the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and DPE Guidelines on Corporate Governance, 2010, as amended from time to time, which forms part of this Annual Report.

20.5 Internal financial control systems and their adequacy

The details are given in Management Discussion and Analysis.

20.6 Audit Committee

The details pertaining to the Audit Committee are included in the Corporate Governance Report, which is enclosed as ANNEXURE-II.

20.7 Secretarial Auditors Report

M/s Akhil Rohatgi and Company, Practicing Company Secretaries was appointed as the Secretarial Auditors of the Company for the FY 2022-23 by the Board of Directors of the Company. Secretarial Audit Report is placed at ANNEXURE-V.

20.8 Secretarial Standards

Your Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

20.9 Certificate on Corporate Governance

M/s Akhil Rohatgi and Company, Practicing Company Secretaries has issued certificate on Corporate Governance, placed at ANNEXURE-VI.

20.10 Risk Management

The details are given in Management Discussion and Analysis. Further, the Company is having a Risk Management Committee ("RMC") of its directors in place, for monitoring the integrated risks of the Company. The details pertaining to RMC Committee are included in the Corporate Governance Report, which is enclosed as ANNEXURE-II.

20.11 Risk Based Internal Audit

RBI vide its circular February 3, 2021, had mandated the Risk Based Internal Audit (RBIA) framework for all non- deposit taking NBFCs with asset size of RS. 5000 crores and above. In line with the RBI notification, Risk Based Internal Audit (RBIA) policy has been formulated and approved by the Board of Directors. RBIA will help the organization to identify the risks and address them based on the risk priority and direction provided by the Board. A firm of Chartered Accountant has been appointed as an expert to assist the Risk Based Internal Audit. The scope of RBIA is well defined and is very exhaustive to take care of all functions and business of the Company depending upon the risk assessment and control environment. Based on RBIA report, steps are taken at regular intervals to further strengthen the existing systems and procedures.

20.12 Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

20.13 Transactions with related parties

The particulars of the transactions with related parties have been disclosed in the financial statements.

20.14 Stock Options

The Company has not issued any stock options to the Directors or any employee of the Company.

20.15 Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

20.16 Disclosure under Foreign Exchange Management Act, 1999

The Company is in compliance with the relevant provisions of the Foreign Exchange Management Act, 1999 pertaining to external commercial borrowing and derivatives.

20.17 Extract of Annual Return

The extract of Annual Return is given in ANNEXURE- VII which forms part of this report. After filing of the annual return for FY 2022- 23 with MCA, the same will be uploaded on website of the Company at https://irfc. co.in/.

20.18 Code of Business Conduct-Declaration by CEO

Declaration by CEO on compliance of the "Code of Business Conduct and Ethics for Board Members and Senior Management" for the year 2022-23 is placed at ANNEXURE-VIII.

20.19 CEO/CFO Certification

As required by Regulation 17 (8) of the SEBI (LODR) Regulations, 2015, the Compliance Certificate as specified in Part B of Schedule II of the said Regulation duly signed by Ms. Shelly Verma, Chairman & Managing Director (Addl. Charge), CEO & Director (Finance) and Shri Sunil Kumar Goel, Chief Financial Officer (CFO) was placed before the Board of Directors in their Meeting held on 25th May 2023. The same is enclosed as ANNEXURE-IX.

20.20 Particulars of Employees receiving high emuneration & other particulars of employees

Since IRFC is a Government Company, provisions of Section 197 are not applicable to it. Hence, the details have not been given.

20.21 Deposits from public

The Company has not accepted any fixed deposits during the period under review and the Board of Directors has passed requisite resolution in this regard, in compliance of RBI guidelines.

20.22 Cost Records

The Central Government has not prescribed the maintenance of cost records for the products/services of the Company under the Companies (Cost Records and Audit) Rules, 2014 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 prescribed by the Central Government under Section 148 of the Companies Act, 2013. Accordingly, cost accounts and records are not required to be maintained by the Company.

20.23 Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Pursuant to the Provision of Section 134(3)(m) of the Companies Act, 2013, in respect of Conservation of Energy and Technology absorption, following steps have been taken by your Company: -

To save power, the Company purchases LED/ LCD monitors while replacing the old monitors. Employees are encouraged to keep their gadgets in power saving mode, wherever possible. The Company now replaces its old electrical items, gadgets, etc. with power efficient units. The internal lightning of office by energy- efficient LED lights has helped to conserve electricity.

20.24 Foreign exchange earnings & outgo

Your Company has put in place Comprehensive Risk Management policy to manage risks associated with foreign currency borrowings. The Company enters into hedging transactions to cover exchange rate and interest rate risk through various instruments like forwards and swaps. Details of Foreign exchange earnings & outgo have been given in the Notes to Accounts.

20.25 LIBOR Transition

ISDA (International Swaps and Derivatives Association), the globally recognized statutory body governing the global derivative deals and benchmark transitions, had come up with the ISDA 2020 IBOR Fallbacks Protocol (commonly referred to as Fallback Protocol) to move all the legacy contracts from existing benchmarks to new benchmarks under the Interest Rate Benchmark Reform. For USD LIBOR benchmark to be transitioned with effect from 30th June 2023, the Alternative Reference Rates Committee (ARRC) set up by the Federal Reserve Bank had recommended the Secured Overnight Financing Rate (SOFR) as the new benchmark as against USD LIBOR.

IRFC is currently having three facilities of SBI Bahrain USD 300 million, SBI Hong Kong USD 1 bn and SBI Hong Kong USD 2 bn having interest payment exposure in USD LIBOR which have been transitioned from USD LIBOR to SOFR. Such transition has been undertaken by signing a bilateral Amendment and Restated agreement for each of the three facilities rather than signing the ISDA IBOR Fallback Protocol. IRFC has also executed the revised term sheets with all the relevant hedge counterparties being impacted by such transition and accordingly the exposure has been suitably shifted from USD LIBOR to SOFR.

There were two other facilities of AFLAC to the tune of JPY 15 billion (equivalent to USD 183 million) for which IRFC entered into a Cross Currency Swap resulting in exposure to USD LIBOR which was further hedged by taking an Interest Rate Swap. This USD LIBOR exposure has also been transitioned to SOFR by signing the ISDA IBOR Fallback Protocol.

20.26 Expenditure on R&D

This is not applicable, as IRFC is engaged only in financing activities.

20.27 Captial Commitment

IRFC has entered into a lease agreement with RLDA for allotment of 6019 sq mtr of office space with total value of the lease premium amounting to RS. 195.52 crores out of which RS. 48.88 crores is paid and balance of RS. 146.64 crores is yet to be paid.

IRFC entered into a contract with M/S RailTel Limited for implementation of ERP amounting to RS. 20.81 crores payment for this is yet to be made, IRFC has also appointed M/s KPMG for providing consultancy service for implementation of ERP at a total cost of RS. 0.79 crores, out of which RS. 0.16 crores is paid and balance amount of RS. 0.64 crores is yet to be paid.

20.28 Reporting of Frauds by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Boards Report.

20.29 Change in nature of Business

There was no change in the nature of business of the Company during the financial year 2022-23.

20.30 The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies

There are no Subsidiaries, joint ventures, or associate companies during the year 2022-23.

20.31 The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year

There was no application made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company.

21 Compliance of MSME Guidelines

Your Company has in place, a Manual for Procurement of Goods, Services and Works, which provides guidelines to expedite decision making process by way of consolidating, simplifying and streamlining the various steps to be followed in the process of award of contracts from the procurement of goods, works & services as well as during its implementation on the ground.

The procurement from MSMEs complies to Public Procurement Policy during the financial year 2022-23 as placed below:

(Rs in Crores)

1 Total annual procurement 12.47
2 Target % age of annual procurement 31.25%
3 Total value of goods and services procured from MSMEs (including MSMEs owned by SC/ST entrepreneurs) 4.25
4 Total value of goods and services procured from only MSMEs owned by SC/ST entrepreneurs Nil
5 % age of procurement from MSMEs (including MSMEs owned by SC/ ST entrepreneurs) out of total procurement 34.09%
6 % age of procurement from only MSMEs owned by SC/ ST entrepreneurs out of total procurement Nil
7 % age of procurement from Women MSMEs 15.04%

22 Vigilance Activities

Ministry of Railways have nominated a part time Chief Vigilance Officer (CVO). The CVO carries out internal scrutiny of the activities on random basis to ensure compliance with the laid down CVC guidelines and procedures. During the vigilance awareness week preventive vigilance workshops were also conducted for the benefit of employees of IRFC. These workshops inter-alia covers contract management, provision of CDA Rules, compliances of rules and policies, deliberations of case studies etc., such workshops have ensured that best ethical practices are followed in the organization.

The Company has observed Vigilance Awareness Week in 2022-23 from October 31,2022 to November 6, 2022, on the theme "Corruption free India for a developed Nation", in line with the circular issued in this regard by the Central Vigilance Commission. All employees were administered an Integrity Pledge, to spread awareness about vigilance amongst the employees, as well as public at large.

23 Official Language

The official language implementation committee of the Company meets every quarter to monitor and review the progress made for achieving the targets fixed in Annual Program issued by the official language department Ministry of Home Affairs, Government of India. Effective measures were taken to bring out progressively higher use of Hindi in day-to-day working of the Company. Hindi workshops / trainings are regularly organized and for these employees are sponsored for the trainings/workshops.

Hindi week was observed in your Company from 14th September 2022 to 29th September, 2022 to motivate the employees for the progressive use of Hindi in their day to- day work. Several competitions / programmes were organized to encourage the employees to work in Hindi and create a conducive atmosphere. The participants were accordingly awarded. Further, cash award was also given to employees making most extensive use of Hindi in their day to day official work under the Government scheme.

The official website of your Company exists in fully bilingual form and contains all information of interest to its stakeholders.

24 Presidential Directive

Presidential Directive No.2023/PL/47/3 dated 29th May 2023 has been received for insertion of new article in articles of Association of the Company.

25 Right to Information Act, 2005

The Government of Indias instructions on Right to Information Act, 2005 is being complied with. All relevant information has been hosted on the Companys website.

26 Board of Directors and Key Managerial Personnel

Being a Government Company, the power to appoint Directors on the Board of the Company is vested with the President of India acting through the Ministry of Railways (MoR), Government of India. The remuneration of Directors and employees of the Company is fixed as per the extant Guidelines issued by Department of Public Enterprises (DPE), from time to time. The sitting fee paid to Non- Official/ Independent Directors for attending the meetings of Board and Committees thereof, are within the limits prescribed under the Companies Act, 2013. The Government Nominee Director is not entitled to receive any remuneration or sitting fee from the Company, as per the norms of Government of India. Details of remuneration and sitting fees paid to Directors are appearing in the ‘Report on Corporate Governance annexed to this Report.

Further, being a CPSE, the remuneration of Functional Directors, Key Managerial Personnel and other employees of the Company, including Senior Management Personnel, is determined as per the extant guidelines on pay, perquisites, allowances etc. issued by the Department of Public Enterprises (DPE) and/or Government of India from time to time.

Pursuant to Section 203 of the Companies Act, 2013, the Board of Directors of the Company has designated the Chairman and Managing Director as CEO, Group General Manager (Finance) as CFO, and Company Secretary (CS) as Key Managerial Personnel (KMPs) of the Company. Being a Government Company, the role of CEO is being performed by Chairman and Managing Director (CMD) and the role of CFO is performed by Group General Manager (Finance) of the Company.

The following changes have taken place in the composition of the Key Managerial Personnel: -

1. Ms. Shelly Verma, Director (Finance) has been entrusted with the additional charge of post of Chairman and Managing Director for a period of 1 year w.e.f. 15th October 2022 and accordingly she has been designated as Chairman and Managing Director (Addl. Charge), CEO & Director (Finance) of the Company.

2. Shri Sunil Kumar Goel, Group General Manager (Finance) is designated as Chief Financial Officer (CFO) and KMP of the Company, w.e.f. 25th May 2023.

3. Ministry of Railways, vide order no 2018/E(O)II/40/19 dated 6th May 2023 has communicated the pre-mature termination of the services of Shri Amitabh Banerjee from the post of CMD, Indian Railway Finance Corporation Limited (IRFC) w.e.f. 15th October 2022.

4. Appointment of Shri Vallabhbhai Maneklal Patel (DIN: 07713055) has been regularized in the 35th AGM of the Company held on 23rd September, 2022 who was appointed as an Additional Director (Non- Official/ Independent Director) of the Company as per Ministry of Railways (MoR) order no. 2019/PL/57/22 dated 9th November 2021 with effect from 10th November 2021, under Section 161 of the Cos Act, 2013.

5. Appointment of Smt. Sheela Pandit (DIN: 09403193) has been regularized in the 35th AGM of the Company held on 23rd September, 2022 who was appointed as an Additional Director (Non- Official/Independent Director) of the Company as per Ministry of Railways (MoR) order no. 2019/PL/57/22 dated 9th November 2021 with effect from 22nd November 2021, under Section 161 of the Cos Act, 2013.

Director(s) retiring & seeking appointment/ reappointment in the ensuing AGM

In accordance with the provisions of the Companies Act, 2013 and Article 210 of the Articles of Association of the Company, Shri Bhaskar Choradia (DIN:08975719), Govt. Nominee Director shall retire by rotation at the ensuing 36th Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment. Brief resume and other particulars of Shri. Bhaskar Choradia is annexed to the Notice of AGM.

27 Evaluation of Board of Directors/ Independent Directors

As per the statutory provisions, a listed company is required to disclose in its Boards Report, a statement indicating the manner in which formal annual evaluation of the performance of the Board, its committees and individual Directors has been made and the criteria for performance evaluation of its Independent Directors, as laid down by the Nomination & Remuneration Committee.

However, the Ministry of Corporate Affairs ("MCA") vide its notification dated June 5, 2015, has, inter-alia, exempted Government companies from the above requirement. Directors are evaluated by the Ministry or Department of the Central Government, which is administratively in charge of the company, as per its own evaluation methodology. Further, MCA vide notification dated July 5, 2017, also prescribed that the provisions relating to review of performance of Independent Directors and evaluation mechanism prescribed in Schedule IV of the Companies Act, 2013, is not applicable to Government companies.

Accordingly, being a Government company, IRFC is, interalia, exempted in terms of the above notifications, as the evaluation of performance of all members of the Board of the Company is being done by the administrative ministry i.e., the Ministry of Railways and/or by the Department of Public Enterprises (DPE).

28 ‘Think Green, Go Green Initiative

The Companies Act, 2013 permits companies to send documents like Notice of Annual General Meeting, Annual Report etc. through electronic means to its members at their registered email addresses. As a responsible corporate citizen, the Company has actively supported the implementation of ‘Green Initiative of the Ministry of Corporate Affairs (MCA) and effected electronic delivery of Notices and Annual Reports to shareholders, whose email ids are registered. The intimation of dividend (interim/ final) is also being sent electronically to such shareholders. Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is providing e-voting facility to all members to enable them to cast their votes electronically in respect of resolutions set forth in postal ballot and Annual General Meeting (AGM). The Company will also be conducting the AGM this year through video conferencing / other audio-visual means. Members can refer to the detailed instructions for e-voting and electronic participation in the AGM, as provided in the Notice of AGM. Members, who have not registered their e-mail addresses so far, are requested to register their e-mail addresses with the Registrar and Share Transfer Agent (R&TA) of the Company or their respective Depository Participant (DP) and take part in the green initiative.

29 Acknowledgements

Your Company is grateful to the Ministry of Railways, Ministry of Finance, Ministry of Corporate Affairs, Public Enterprises Selection Board, Department of Public Enterprises, National Informatics Centre, other Departments of the Government, Securities and Exchange Board of India and the Reserve Bank of India, for their co-operation, assistance, active and timely support, and guidance rendered from time to time. The Company is also thankful to all its Shareholders, Bondholders, Banks, Financial Institutions, Arrangers, Registrar and Transfer Agents, Bond Holders Trustees, National Stock Exchange of India Limited, BSE Limited, Life Insurance Corporation of India and other stakeholders for reposing their confidence and trust in the Company. The Company looks forward to their continued support for sustaining its excellent performance levels. The Company expresses gratitude to the Comptroller & Auditor General of India, the Statutory Auditors, Secretarial Auditors and the Internal Auditors for their valuable support and guidance. The Board of Directors express their deep appreciation in recognition of the valuable contribution made by the Companys small team of officers and employees, which has enabled the Company to successfully meet the funding targets set by the Ministry of Railways, while consolidating its position as one of the most vibrant public financial institutions in the country.

For and on behalf of the Board of Directors

Sd/-

(Shelly Verma)

Chairman & Managing Director
(Addl. Charge) & Director (Finance)
(DIN: 07935630)
Place : New Delhi
Date : 11th August, 2023